INDEX
Unaudited interim condensed consolidated financial statements as of December 31, 2021, June 30, 2021 and for the three- and six-month periods ended December 31, 2021 and 2020. | |
F-3 | |
F-5 | |
F-7 | |
F-9 | |
Notes to the unaudited interim condensed consolidated financial statements | F-12 |
F-2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2021, and June 30, 2021
(Amounts in US Dollars)
| Notes |
| 12/31/2021 |
| 06/30/2021 | |
ASSETS |
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
| 6.1 |
| 36,366,131 |
| 36,046,113 |
Other financial assets |
| 6.2 |
| 3,607,639 |
| 11,161,398 |
Trade receivables |
| 6.3 |
| 119,285,056 |
| 88,784,172 |
Other receivables |
| 6.4 |
| 16,255,750 |
| 11,153,705 |
Income and minimum presumed recoverable income taxes | 8 |
| 1,072,748 |
| 990,881 | |
Inventories |
| 6.5 |
| 87,308,712 |
| 61,037,551 |
Biological assets | 6.6 | 8,142,920 | 2,315,838 | |||
Total current assets |
|
| 272,038,956 |
| 211,489,658 | |
|
|
|
| |||
NON-CURRENT ASSETS |
|
|
|
|
| |
Other financial assets |
| 6.2 |
| 869,032 |
| 1,097,462 |
Trade receivables | 6.3 | 121,234 | 135,739 | |||
Other receivables |
| 6.4 |
| 1,810,645 |
| 2,543,142 |
Income and minimum presumed recoverable income taxes | 8 |
| 31,112 |
| 12,589 | |
Deferred tax assets | 8 |
| 5,427,325 |
| 3,278,370 | |
Investments in joint ventures and associates |
| 12 |
| 34,054,957 |
| 30,657,173 |
Property, plant and equipment |
| 6.7 |
| 48,946,555 |
| 47,954,596 |
Intangible assets |
| 6.8 |
| 72,563,018 |
| 67,342,362 |
Goodwill |
| 6.9 |
| 32,288,120 |
| 28,751,206 |
Right of use asset | 18 | 1,488,608 | 1,327,660 | |||
Total non-current assets |
|
|
| 197,600,606 |
| 183,100,299 |
Total assets |
|
|
| 469,639,562 |
| 394,589,957 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2021, and June 30, 2021
(Amounts in US Dollars)
| Notes |
| 12/31/2021 |
| 06/30/2021 | |
LIABILITIES |
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
| |||
Trade and other payables |
| 6.10 |
| 106,016,242 |
| 72,091,408 |
Borrowings |
| 6.11 |
| 48,230,663 |
| 76,785,857 |
Employee benefits and social security |
| 6.12 |
| 6,472,078 |
| 4,680,078 |
Deferred revenue and advances from customers |
| 7,110,046 |
| 6,277,313 | ||
Income tax payable |
| 8 |
| 11,687,238 |
| 7,452,891 |
Lease liabilities | 18 |
| 635,240 |
| 750,308 | |
Total current liabilities |
| 180,151,507 | 168,037,855 | |||
|
|
|
|
|
| |
NON-CURRENT LIABILITIES | ||||||
Borrowings | 6.11 | 90,738,228 | 47,988,468 | |||
Government grants |
|
| — |
| 784 | |
Joint ventures and associates | 12 |
| 616,173 |
| 1,278,250 | |
Deferred tax liabilities |
| 8 |
| 24,335,655 |
| 25,699,495 |
Provisions |
|
| 484,490 |
| 449,847 | |
Consideration for acquisition | 6.13 | 12,443,071 | 11,790,533 | |||
Convertible notes | 48,890,332 | 48,664,012 | ||||
Lease liabilities | 18 | 570,505 | 390,409 | |||
Total non-current liabilities |
| 178,078,454 |
| 136,261,798 | ||
Total liabilities |
|
|
| 358,229,961 |
| 304,299,653 |
|
| |||||
EQUITY |
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
| 84,156,819 |
| 67,743,242 |
Non-controlling interests |
|
|
| 27,252,782 |
| 22,547,062 |
Total equity |
|
|
| 111,409,601 |
| 90,290,304 |
Total equity and liabilities |
|
|
| 469,639,562 |
| 394,589,957 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three-and six-month periods ended December 31, 2021 and 2020
(Amounts in US Dollars)
Three-month period ended | Six-month period ended | |||||||||
| Notes |
| 12/31/2021 |
| 12/31/2020 |
| 12/31/2021 |
| 12/31/2020 | |
Revenues from contracts with customers |
| 7.1 |
| 92,313,776 |
| 48,003,308 |
| 158,667,650 |
| 90,108,598 |
Government grants |
| 337 | 556 | 805 | 1,160 | |||||
Initial recognition and changes in the fair value of biological assets |
|
|
| 1,590,925 |
| 734,826 |
| 2,142,828 |
| 984,193 |
Changes in the net realizable value of agricultural products after harvest | (1,242,185) | — | (1,242,185) | — | ||||||
Total | 92,662,853 | 48,738,690 | 159,569,098 | 91,093,951 | ||||||
Cost of sales |
| 7.2 |
| (55,332,989) |
| (25,073,842) |
| (93,215,442) |
| (48,186,484) |
Research and development expenses |
| 7.3 |
| (1,384,032) |
| (1,114,820) |
| (2,815,574) |
| (2,139,032) |
Selling, general and administrative expenses |
| 7.4 |
| (18,814,561) |
| (11,219,716) |
| (34,997,761) |
| (21,311,959) |
Share of profit or loss of joint ventures and associates |
| 12 |
| 1,141,323 |
| 65,975 |
| 919,087 |
| 305,687 |
Other income or expenses, net |
|
| (571,365) |
| 135,132 |
| (1,717,982) |
| 140,322 | |
Operating profit |
|
| 17,701,229 |
| 11,531,419 |
| 27,741,426 |
| 19,902,485 | |
|
|
|
|
|
|
|
|
|
|
|
Financial cost | 7.5 | (3,420,256) | (5,366,130) | (6,763,065) | (10,642,180) | |||||
Other financial results | 7.5 |
| (4,801,365) |
| (530,744) |
| (6,638,224) |
| (7,990,156) | |
Profit before income tax |
|
| 9,479,608 |
| 5,634,545 |
| 14,340,137 |
| 1,270,149 | |
|
|
|
|
| ||||||
Income tax | 8 | (4,141,102) | (3,835,587) | (6,736,415) | (5,841,453) | |||||
Profit(loss) for the period |
|
| 5,338,506 |
| 1,798,958 |
| 7,603,722 |
| (4,571,304) | |
Profit (loss) for the period attributable to: | ||||||||||
Equity holders of the parent | 3,427,093 | 648,193 | 4,301,230 | (6,323,365) | ||||||
Non-controlling interests | 1,911,413 | 1,150,765 | 3,302,492 | 1,752,061 | ||||||
5,338,506 | 1,798,958 | 7,603,722 | (4,571,304) | |||||||
Profit(loss) per share |
|
|
|
|
|
|
|
| ||
Basic profit (loss) attributable to ordinary equity holders of the parent |
| 9 |
| 0.0834 |
| 0.0171 |
| 0.1046 |
| (0.1663) |
Diluted profit (loss) attributable to ordinary equity holders of the parent | 9 | 0.0808 | 0.0166 | 0.1014 | (0.1663) | |||||
Weighted average number of shares |
|
|
|
| ||||||
Basic |
| 9 |
| 41,104,331 |
| 38,016,601 |
| 41,104,331 |
| 38,016,601 |
Diluted |
| 9 |
| 42,403,196 |
| 39,038,280 |
| 42,403,196 |
| 38,016,601 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-5
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
For the six-month periods ended December 31, 2021 and 2020
(Amounts in US Dollars)
Three-month period ended | Six-month period ended | |||||||
| 12/31/2021 |
| 12/31/2020 |
| 12/31/2021 |
| 12/31/2020 | |
Profit (loss) for the period | 5,338,506 | 1,798,958 | 7,603,722 | (4,571,304) | ||||
Other comprehensive income | 7,893,351 | 658,996 | 13,622,488 | 795,127 | ||||
Items that may be subsequently reclassified to profit and loss |
| 9,331,728 |
| 898,436 |
| 16,449,749 |
| 912,232 |
Exchange differences on translation of foreign operations from joint ventures | 1,887,130 | 126,434 | 3,504,622 | 49,996 | ||||
Exchange differences on translation of foreign operations |
| 7,444,598 |
| 772,002 |
| 12,945,127 |
| 862,236 |
Items that will not be subsequently reclassified to loss and profit | (1,438,377) | (239,440) | (2,827,261) | (117,105) | ||||
Revaluation of property, plant and equipment, net of tax, of joint ventures and associates 1 |
| (189,996) |
| (25,630) |
| (363,848) |
| (11,495) |
Revaluation of property, plant and equipment, net of tax 2 |
| (1,248,381) |
| (213,810) |
| (2,463,413) |
| (105,610) |
Total comprehensive profit (loss) |
| 13,231,857 |
| 2,457,954 |
| 21,226,210 |
| (3,776,177) |
|
|
|
|
|
|
|
|
|
Total comprehensive profit (loss) attributable to: |
|
|
|
|
|
|
|
|
Equity holders of the parent |
| 10,074,002 |
| 1,244,596 |
| 15,796,061 |
| (5,789,271) |
Non-controlling interests | 3,157,855 | 1,213,358 | 5,430,149 | 2,013,094 | ||||
13,231,857 | 2,457,954 | 21,226,210 | (3,776,177) | |||||
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties' balances and transactions are disclosed in Note 15.
F-6
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the six-month periods ended December 31, 2021 and 2020
(Amounts in US Dollars)
Attributable to the equity holders of the parent | ||||||||||||||||||||||||
Revaluation | Equity | |||||||||||||||||||||||
Stock | Foreign | of PP&E | attributable | |||||||||||||||||||||
Own shares | options and | currency | and effect | to owners | Non- | |||||||||||||||||||
Issued | Share | trading | share based | Convertible | Cost of own | Retained | translation | of tax rate | of the | controlling | Total | |||||||||||||
Description |
| capital |
| premium |
| premium |
| incentives |
| instruments |
| shares held |
| deficit |
| reserve |
| change |
| parent |
| Interests |
| equity |
06/30/2020 | 3,613 | 96,486,865 | — | 3,428,029 | 702,981 | (30,906) | (18,613,112) | (43,198,201) | 7,400,126 | 46,179,395 | 14,570,087 | 60,749,482 | ||||||||||||
Capitalization of warrants | 260 | 7,765,410 | (916,202) | — | — | — | — | — | — | 6,849,468 | — | 6,849,468 | ||||||||||||
Shares issued | 188 | 14,999,812 | — | — | — | — | — | — | — | 15,000,000 | — | 15,000,000 | ||||||||||||
Share-based incentives | — | — | — | 636,519 | — | — | — | — | — | 636,519 | — | 636,519 | ||||||||||||
Purchase of own shares | — | — | — | — | — | (1,608,560) | — | — | — | (1,608,560) | — | (1,608,560) | ||||||||||||
(Loss) profit for the period | — | — | — | — | — | — | (6,323,365) | — | — | (6,323,365) | 1,752,061 | (4,571,304) | ||||||||||||
Other comprehensive income or loss | — | — | — | — | — | — | — | 627,778 | (93,684) | 534,094 | 261,033 | 795,127 | ||||||||||||
12/31/2020 |
| 4,061 |
| 119,252,087 | (916,202) |
| 4,064,548 |
| 702,981 | (1,639,466) | (24,936,477) |
| (42,570,423) |
| 7,306,442 |
| 61,267,551 |
| 16,583,181 |
| 77,850,732 | |||
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-7
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the six-month periods ended December 31, 2021 and 2020
(Amounts in US Dollars)
Attributable to the equity holders of the parent | ||||||||||||||||||||||||||
Equity / | ||||||||||||||||||||||||||
|
|
|
| Stock |
|
|
| Revaluation | (deficit) | |||||||||||||||||
Changes in | Own |
| options |
|
| Cost of | Foreign | of PP&E | attributable | |||||||||||||||||
non- | shares |
| and share |
|
| own | currency | and effect | to owners | Non- | ||||||||||||||||
Issued | Share | controlling | trading | based | Convertible |
| shares | Retained | translation | of tax rate | of the | controlling | Total | |||||||||||||
Description |
| capital |
| premium |
| interests |
| premium |
| incentives |
| instruments |
| held |
| deficit |
| reserve |
| change |
| parent |
| Interests | equity | |
06/30/2021 | 4,158 | 120,662,386 | — | (916,202) | 3,672,768 | 702,981 | (3,530,926) | (25,483,275) | (32,622,808) | 5,254,160 | 67,743,242 | 22,547,062 |
| 90,290,304 | ||||||||||||
Share-based incentives (Note 17) | — | 20,205 | — | — | 853,204 | — | — | — | — | — | 873,409 | — | 873,409 | |||||||||||||
Changes in non-controlling interests | — | — | (255,893) | — | — | — | — | — | — | — | (255,893) | (724,429) | (980,322) | |||||||||||||
Profit for the period | — | — | — | — | — | — | — | 4,301,230 | — | — | 4,301,230 | 3,302,492 | 7,603,722 | |||||||||||||
Other comprehensive income or (loss) | — | — | — | — | — | — | — | — | 13,756,640 | (2,261,809) | 11,494,831 | 2,127,657 | 13,622,488 | |||||||||||||
12/31/2021 |
| 4,158 |
| 120,682,591 |
| (255,893) |
| (916,202) |
| 4,525,972 |
| 702,981 |
| (3,530,926) |
| (21,182,045) | (18,866,168) |
| 2,992,351 | 84,156,819 | 27,252,782 | 111,409,601 | ||||
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties' balances and transactions are disclosed in Note 15.
F-8
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six-month periods ended December 31, 2021 and 2020
(Amounts in US Dollars)
| Notes |
| 12/31/2021 |
| 12/31/2020 | |
OPERATING ACTIVITIES |
|
|
|
|
|
|
Profit (loss) for the period |
|
|
| 7,603,722 |
| (4,571,304) |
|
|
|
| |||
Adjustments to reconcile profit to net cash flows |
|
|
|
|
|
|
Income tax |
|
|
| 6,736,415 |
| 5,841,453 |
Finance results |
|
|
| 13,401,289 |
| 18,632,336 |
Depreciation of property, plant and equipment |
| 6.7 |
| 1,668,788 |
| 1,104,537 |
Amortization of intangible assets |
| 6.8 |
| 1,375,998 |
| 1,071,448 |
Depreciation of leased assets |
| 18 |
| 501,232 | 287,484 | |
Transactional expenses | — | 1,839,679 | ||||
Share-based incentive and stock options |
|
|
| 873,407 |
| 636,519 |
Share of profit or loss of joint ventures and associates |
| 12 |
| (919,087) |
| (305,687) |
Provisions for contingencies |
|
| 65,598 |
| 52,441 | |
Allowance for impairment of trade debtors |
|
|
| 815,929 |
| 126,593 |
Allowance for obsolescence |
|
|
| 740,264 |
| 365,458 |
Initial recognition and changes in the fair value of biological assets |
|
|
| (2,142,828) |
| (984,193) |
Changes in the net realizable value of agricultural products after harvest | 1,242,185 | — | ||||
Gain or loss on sale of equipment and intangible assets |
|
|
| (133,586) |
| (7,919) |
|
|
|
| |||
Working capital adjustments |
|
|
|
|
|
|
Trade receivables |
|
|
| (34,516,244) |
| (25,172,336) |
Other receivables |
|
|
| (4,827,685) |
| (3,457,049) |
Income tax paid |
|
|
| 6,742,149 |
| 4,560,265 |
Inventories and biological assets |
|
|
| (35,202,949) |
| (13,147,532) |
Trade and other payables |
|
|
| 31,932,303 |
| 3,252,321 |
Employee benefits and social security |
|
|
| 1,604,112 |
| (1,009,417) |
Deferred revenue and advances from customers |
|
|
| 745,423 |
| (1,797,030) |
Income and minimum presumed income taxes paid | (3,041,629) | — | ||||
Government grants |
|
|
| (784) |
| (1,650) |
Interest collected |
|
|
| 1,866,722 |
| 1,658,084 |
Inflation effects on working capital adjustments |
|
|
| (16,998,252) |
| (12,620,160) |
Net cash flows used in operating activities |
|
|
| (19,867,508) |
| (23,645,659) |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-9
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six-month periods ended December 31, 2021 and 2020
(Amounts in US Dollars)
| Notes |
| 12/31/2021 |
| 12/31/2020 | |
INVESTMENT ACTIVITIES |
|
|
|
|
|
|
Proceeds from sale of property, plant and equipment |
| 319,587 |
| 82,510 | ||
Acquisition of assets | — | (5,000,000) | ||||
Proceeds from financial assets | 8,657,999 | — | ||||
Investment in financial assets | (482,849) | (2,630,731) | ||||
Purchase of property, plant and equipment |
| 6.7 |
| (1,756,346) |
| (1,755,975) |
Acquisition of investment property | — | (758,063) | ||||
Capitalized development expenditures |
| 6.8 |
| (2,425,244) |
| (1,556,367) |
Purchase of intangible assets |
| 6.8 |
| (346,268) |
| (576,684) |
Net cash flows generated (used in) by investing activities |
| 3,966,879 |
| (12,195,310) | ||
FINANCING ACTIVITIES |
|
|
|
| ||
Proceeds from borrowings |
| 79,923,730 |
| 69,542,113 | ||
Repayment of borrowings, financed payments and interest payments |
| (58,787,312) |
| (55,374,045) | ||
(Decrease) increase in bank overdrafts and other short-term borrowings |
| (32,838) |
| 1,374,003 | ||
Other financial proceeds or payments, net |
| (2,107,971) |
| (435,635) | ||
Acquisition of non-controlling interest in subsidiaries | (724,429) | — | ||||
Leased assets payments |
| (493,453) |
| (293,182) | ||
Warrants tender offer payments | — | (1,030,952) | ||||
Purchase of own shares | — | (1,608,560) | ||||
Net cash flows generated by financing activities |
|
| 17,777,727 |
| 12,173,742 | |
|
|
|
| |||
Net increase (decrease) in cash and cash equivalents |
|
| 1,877,098 |
| (23,667,227) | |
|
|
|
| |||
Inflation effects on cash and cash equivalents |
| (3,592,117) | (1,655,143) | |||
|
|
|
| |||
Cash and cash equivalents as of beginning of the period |
| 6.1 |
| 36,046,113 |
| 42,522,861 |
Effect of exchange rate changes on cash and equivalents |
|
| 2,035,037 |
| 1,929,715 | |
Cash and cash equivalents as of the end of the period |
| 6.1 |
| 36,366,131 |
| 19,130,206 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-10
Index
F-11
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
1. GENERAL INFORMATION
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. To do this, Bioceres’ solutions create economic incentives for farmers and other stakeholders to adopt environmentally friendlier production practices. The Group has a unique biotech platform with high impact, patented technologies for seeds and microbial ag-inputs, as well as next generation crop nutrition and protection solutions.
Bioceres is a global company with an extensive geographic footprint. The Group’s agricultural inputs are marketed across more than 30 countries, mainly in Argentina, Brazil, United States,Europe and South Africa.
Unless the context otherwise requires, “we”, “us”, “our”, “Bioceres”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.
2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION
Statement of compliance with IFRS as issued by IASB
These unaudited interim condensed consolidated financial statements for the six-month period ended December 31, 2021, have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
These unaudited interim condensed consolidated financial statements do not include all notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the consolidated financial statements as of June 30, 2021.
Authorization for the issue of the unaudited interim condensed consolidated financial statements
These unaudited interim condensed consolidated financial statements of the Group as of December 31, 2021, June 30, 2021 and for the six-month periods ended December 31, 2021 and 2020 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on February 25, 2022.
Basis of measurement
The unaudited interim condensed consolidated financial statements of the Group have been prepared using:
Functional currency and presentation currency
a) | Functional currency |
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”).
F-12
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
IAS 29 “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether these are based on the historical cost method or the current cost method, be stated in terms of the measuring unit current at the closing date of the reporting period. For such purpose, the inflation produced since the acquisition date or the revaluation date, as applicable, must be computed in non-monetary items. The standard details a series of factors to be considered for concluding whether an economy is hyperinflationary, including, but not limited to, a cumulative inflation rate over a three-year period that approaches or exceeds 100%. Inflation accumulated in three years, as of June 30, 2018, was over 100%. It was for this reason that, in accordance with IAS 29, the Argentine economy had to be considered as hyperinflationary since July 1, 2018. Consequently, the Group has applied IAS 29 to these financial statements.
In an inflationary period, any entity that maintains an excess of monetary assets over monetary liabilities, will lose purchasing power, and any entity that maintains an excess of monetary liabilities over monetary assets, will gain purchasing power, provided that such items are not subject to an adjustment mechanism.
Briefly, the restatement mechanism of IAS 29 establishes that monetary assets and liabilities will not be restated because they are already expressed in a current unit of measurement at the end of the reporting period. Assets and liabilities subject to adjustments based on specific agreements, will be adjusted according to those agreements. Non-monetary items measured at their current values at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated according to a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, revealing this information in a separate line item.
The inflation adjustment to the initial balances was calculated by means of a conversion factor derived from the Argentine price indexes published by the National Institute of Statistics.
The index as of December 31, 2020 and June 30, 2020 was 385.8826 and 321.9738, respectively.
The index as of December 31, 2021 and June 30, 2021 was 582.4575 and 483.6049, respectively.
The comparative figures in these unaudited interim condensed consolidated financial statements presented in a stable currency are not adjusted for subsequent changes in the price levels or exchange rates.
b) | Presentation currency |
The unaudited interim condensed consolidated financial statements of the Group are presented in US Dollars, which is the presentation currency.
c) | Foreign currency |
Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising from the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising from the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the gain or loss recognized upon such disposal.
F-13
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Changes in accounting policies
The accounting policies adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the consolidated financial statements as of June 30, 2021.
Revisions to previously issued unaudited interim condensed consolidated statements of cash flows
The Group has revised the figures presented in our unaudited interim condensed consolidated statements of cash flows as of December 31, 2020. Based on their nature, we changed certain amounts previously shown as short-term investments to cash equivalents and the reporting of the purchases of own shares from investment activities to financing activities. The impact of these changes was considered non-material and is as follows:
3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark Reform (Phase 2)
The Phase 2 amendments, Interest Rate Benchmark Reform—Phase 2, address issues that might affect financial reporting during the reform of an interest rate benchmark, including the effects of changes to contractual cash flows or hedging relationships arising from the replacement of an interest rate benchmark with an alternative benchmark rate (replacement issues). In 2019, the Board issued its initial amendments in Phase 1 of the project.
The amendments are related to changes in the basis for determining contractual cash flows of financial assets, financial liabilities and lease liabilities; hedge accounting; and disclosures. They apply only to changes required by the interest rate benchmark reform to financial instruments and hedging relationships. The amendments are effective for financial years beginning on or after January 1, 2021. Earlier application is permitted.
F-14
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Covid-19-Related Rent Concessions beyond 30 June 2021
The International Accounting Standards Board extended by one year the application period of the practical expedient in IFRS 16 Leases to help lessees accounting for covid-19-related rent concessions.
In response to calls from stakeholders and because the covid-19 pandemic is still at its height, the Board has extended the relief by one year to cover rent concessions that reduce only lease payments due on or before 30 June 2022.
The original amendment permitted lessees, as a practical expedient, not to assess whether particular rent concessions occurring as a direct consequence of the covid-19 pandemic are lease modifications and, instead, to account for those rent concessions as if they were not lease modifications.
The amendment is effective for annual reporting periods beginning on or after 1 April 2021.
b) The following new standards are not yet adopted by the Group.
Initial Application of IFRS 17 and IFRS 9 - Comparative Information
The amendment is a transition option relating to comparative information about financial assets presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance contract liabilities.
IFRS 17 incorporating the amendment is effective for annual reporting periods beginning on or after 1 January 2023. It is not expected to have material impact on the Group.
4. IMPACT OF COVID-19
The Group's operations, which involve agricultural production and commercialization activities, have been mostly exempted from the disruptions caused by COVID-19. Consequently, our financial condition, liquidity position and results of operations have not been materially impacted as we have been allowed to continue with our operations.
The eventual scope of COVID-19 outbreak and its impact on the countries and global economy are unknown, with governments being able to implement stricter containment measures, which are not predictable in this instance. It cannot be reasonably quantified to what extent COVID-19 will affect the Group’s business and the results of its operations in the future if this situation is prolonged. The Board of Directors and senior management are closely monitoring the situation and taking all necessary measures at their disposal to protect human life and the Group's operations and financial condition.
F-15
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
5. SEASONALITY
The Group revenues fluctuate depending on the timing of orders from our distributors and customers and on prevailing seed market prices, which influence the purchase decisions of growers, the end-users of seed and integrated products, crop protection products and crop nutrition products. Given the cyclicality of crop planting and harvesting and South America’s planting and growing seasons, which vary from year to year, our business is highly seasonal. This results in substantial fluctuations in quarterly sales and profitability. Generally, the Group sales are concentrated in the third and fourth quarters of each calendar year, when demand for seed and integrated products, crop protection products and crop nutrition products increases as South American growers begin planting their fields. Regarding the seed and integrated products business, the Group contracts with growers and seed suppliers based upon anticipated market demand that we forecast. Generally, in the seed and integrated products business we stock the seed during the harvest season and ship from inventory throughout the year, with the objective of selling most of the inventory from the current year’s harvest before the next year’s, with crop protection and crop nutrition business following a cycle similar to the seed cycle. The impact of seasonality and the resulting fluctuations in quarterly results may be lessened as we achieve our international expansion plans for the seed and integrated products business in geographies with complementary seasons and climates.
6. INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
6.1. Cash and cash equivalents
| 12/31/2021 |
| 06/30/2021 | |
Cash at bank and on hand | 35,966,810 | 28,327,569 | ||
Money market funds | 399,321 | 7,718,544 | ||
| 36,366,131 |
| 36,046,113 |
6.2. Other financial asset
F-16
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.3. Trade receivables
| 12/31/2021 |
| 06/30/2021 | |
Current | ||||
Trade debtors | 106,971,920 | 87,709,287 | ||
Allowance for impairment of trade debtors |
| (6,405,009) |
| (5,858,503) |
Shareholders and other related parties (Note 15) |
| 444,095 |
| — |
Allowance for credit notes to be issued |
| (1,848,700) |
| (2,987,398) |
Trade debtors - Joint ventures and associates (Note 15) |
| 1,741,964 |
| 221,048 |
Deferred checks |
| 18,380,786 |
| 9,699,738 |
119,285,056 |
| 88,784,172 | ||
Non-current | ||||
Trade debtors | 121,234 | 135,739 | ||
| 121,234 | 135,739 |
6.4. Other receivables
F-17
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.5. Inventories
| 12/31/2021 |
| 06/30/2021 | |
Seeds |
| 1,047,603 |
| 404,774 |
Resale products |
| 31,157,840 |
| 21,368,521 |
Manufactured products |
| 14,169,831 |
| 10,902,683 |
Goods in transit |
| 1,287,904 |
| 1,169,303 |
Supplies |
| 10,209,965 |
| 6,320,594 |
Agricultural products |
| 31,031,179 |
| 21,984,626 |
Allowance for obsolescence |
| (1,595,610) |
| (1,112,950) |
87,308,712 | 61,037,551 | |||
Net of agricultural products |
| 56,277,533 |
| 39,052,925 |
6.6. Biological assets
Changes in biological assets
| Soybean |
| Corn |
| Wheat |
| Barley |
| HB4 Soy |
| HB4 Wheat |
| Total | |
Beginning of the period | 54,162 | 27,646 | 22,311 | 3,071 | — | 2,208,648 | 2,315,838 | |||||||
Initial recognition and changes in the fair value of biological assets |
| — |
| — |
| 292,692 |
| 141,899 |
| — |
| 1,708,237 |
| 2,142,828 |
Costs incurred during the period |
| 378,530 |
| 649,680 |
| 172,957 |
| 81,661 |
| 1,099,241 |
| 33,153,682 |
| 35,535,751 |
Exchange differences |
| 6,622 |
| 3,379 |
| 2,726 |
| 4,039 |
| — |
| 58,841 |
| 75,607 |
Decrease due to harvest |
| — |
| — |
| (490,686) |
| (230,670) |
| — |
| (31,205,748) |
| (31,927,104) |
Period ended December 31, 2021 |
| 439,314 |
| 680,705 |
| — |
| — |
| 1,099,241 |
| 5,923,660 |
| 8,142,920 |
| Soybean |
| Corn |
| Wheat |
| Barley |
| HB4 Soy |
| HB4 Wheat |
| Total | |
Beginning of the period |
| 105,101 |
| 271,754 |
| 45,639 |
| 34,050 | — |
| 509,184 | 965,728 | ||
Initial recognition and changes in the fair value of biological assets |
| 174,578 |
| 129,785 |
| 239,266 |
| 25,377 | (149,702) |
| 564,889 | 984,193 | ||
Costs incurred during the period |
| 259,760 |
| 442,922 |
| 254,909 |
| 45,490 | 10,371,418 |
| 4,667,032 | 16,041,531 | ||
Exchange differences |
| (371,625) |
| (80,335) |
| (28,376) |
| (9,251) | (844,644) |
| (378,411) | (1,712,642) | ||
Decrease due to harvest / disposals |
| (87,982) |
| (110,192) |
| (135,089) |
| (28,504) | — |
| (5,362,694) | (5,724,461) | ||
Period ended December 31, 2020 |
| 79,832 |
| 653,934 |
| 376,349 |
| 67,162 | 9,377,072 |
| — | 10,554,349 |
6.7. Property, plant and equipment
Property, plant and equipment as of December 31, 2021 and June 30, 2021 included the following:
| 12/31/2021 |
| 06/30/2021 | |
Gross carrying amount |
| 67,386,521 |
| 63,974,402 |
Accumulated depreciation |
| (18,439,966) |
| (16,019,806) |
Net carrying amount |
| 48,946,555 |
| 47,954,596 |
F-18
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Net carrying amount for each class of assets is as follows:
Net carrying | Net carrying | |||
amount | amount | |||
Class |
| 12/31/2021 |
| 06/30/2021 |
Office equipment | 244,773 | 288,920 | ||
Vehicles | 2,387,064 | 1,835,634 | ||
Equipment and computer software |
| 142,803 |
| 67,105 |
Fixtures and fittings |
| 3,501,808 |
| 2,967,431 |
Machinery and equipment |
| 5,493,935 |
| 5,125,728 |
Land and buildings |
| 35,112,872 |
| 35,674,513 |
Buildings in progress |
| 2,063,300 |
| 1,995,265 |
Total |
| 48,946,555 |
| 47,954,596 |
1. Gross carrying amount as of December 31, 2021 is as follows:
2. Accumulated depreciation as of December 31, 2021 is as follows
F-19
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
3. Gross carrying amount as of December 31, 2020, is as follows:
Gross carrying amount | ||||||||||||
As of the | Foreign | As of the | ||||||||||
beginning | currency | end of | ||||||||||
Class |
| of period |
| Additions |
| Disposals |
| translation |
| Revaluation |
| period |
Office equipment | 579,882 | 42,546 | (5,103) | 1,474 | — | 618,799 | ||||||
Vehicles | 2,977,542 | 898,190 | (189,537) | 33,791 | — | 3,719,986 | ||||||
Equipment and computer software | 465,679 | 37,882 | — | 3,477 | — | 507,038 | ||||||
Fixtures and fittings | 5,480,431 | 1,506 | — | (32,276) | — | 5,449,661 | ||||||
Machinery and equipment |
| 9,054,701 |
| 267,275 |
| — |
| (170,499) |
| — |
| 9,151,477 |
Land and buildings |
| 34,698,618 |
| 57,252 |
| — |
| 118,430 |
| (189,731) |
| 34,684,569 |
Buildings in progress |
| 1,270,539 |
| 451,324 |
| — |
| (4,188) |
| — |
| 1,717,675 |
Total |
| 54,527,392 |
| 1,755,975 |
| (194,640) |
| (49,791) |
| (189,731) |
| 55,849,205 |
4. Accumulated depreciation as of December 31, 2020, is as follows:
The depreciation charge is included in Notes 7.3 and 7.4.
Revaluation of property, plant and equipment
At a minimum, the Group updates its assessment of the fair value of its land and buildings at the end of each reporting year (after the revaluation policy was adopted), considering the most recent independent valuations and market data. As of December 31, 2021, the Group reviewed these valuations in order to determine the variations between the fair values and their book value, taking into consideration the valuations made in June 2021. Management determined the property, plant and equipment’s value within a range of reasonable fair value estimates. All resulting fair value estimates for land and buildings are classified as Level 3 and are consistent with the methodology disclosed in the annual financial statements.
F-20
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.8. Intangible assets
Intangible assets as of December 31, 2021 and June 30, 2021 included the following:
| 12/31/2021 |
| 06/30/2021 | |
Gross carrying amount |
| 85,908,018 |
| 78,019,203 |
Accumulated amortization |
| (13,345,000) |
| (10,676,841) |
Net carrying amount |
| 72,563,018 |
| 67,342,362 |
Net carrying amount of each class of intangible assets is as follows:
1. Gross carrying amount as of December 31, 2021 is as follows:
F-21
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
2. Accumulated amortization as of December 31, 2021 is as follows:
Amortization | ||||||||
Accumulated | Foreign | Accumulated as | ||||||
as of beginning | currency | of the end of the | ||||||
Class |
| of the period |
| Of the period |
| translation |
| period |
Crop nutrition |
|
|
|
| ||||
Microbiological products | 2,041,023 | 259,522 | 249,507 | 2,550,052 | ||||
Other intangible assets |
| |||||||
Trademarks and patents | 2,900,915 | 368,581 | 353,213 | 3,622,709 | ||||
Software |
| 1,935,552 |
| 212,148 | 230,243 |
| 2,377,943 | |
Customer loyalty |
| 3,799,351 |
| 535,747 | 459,198 |
| 4,794,296 | |
Total |
| 10,676,841 |
| 1,375,998 | 1,292,161 |
| 13,345,000 | |
3. Gross carrying amount as of December 31, 2020 is as follows:
4. Accumulated amortization as of December 31, 2020 is as follows:
The amortization charge is included in Notes 7.3 and 7.4.
F-22
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.9. Goodwill
The variations in goodwill that occurred during the period correspond to the result of inflation adjustment and conversion to presentation currency. There were no indicators of goodwill impairment.
Carrying amount of goodwill as of December 31, 2021 and June 30, 2021 is as follows:
| 12/31/2021 |
| 06/30/2021 | |
Rizobacter Argentina S.A. |
| 25,080,278 |
| 22,277,336 |
Bioceres Crops S.A. | 6,737,752 | 6,003,780 | ||
Insumos Agroquímicos S.A. | 470,090 | 470,090 | ||
| 32,288,120 |
| 28,751,206 |
6.10. Trade and other payables
6.11. Borrowings
On December 23, 2021,we completed a $20 million public offering of Series VII corporate bonds in the Argentine market. The bonds mature in December 2024 and pay an annual nominal interest rate of 1.49%.
F-23
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
The carrying value of some borrowings as of December 31, 2021 measured at amortized cost differs from the fair value of these borrowings. The following measures of fair values are based on discounted cash flows (Level 3), due to the use of unobservable inputs, including own credit risk.
12/31/2021 | 06/30/2021 | |||||||
Amortized cost | Fair value | Amortized cost | Fair value | |||||
Current | ||||||||
Bank borrowings |
| 36,004,973 |
| 34,440,750 |
| 33,684,287 |
| 32,770,615 |
Corporate Bonds |
| 5,358,525 |
| 5,322,676 |
| 24,742,752 |
| 24,085,087 |
Non-current |
|
|
|
|
|
| ||
Bank borrowings |
| 8,656,385 |
| 7,985,438 |
| 4,161,827 |
| 3,864,666 |
Corporate Bonds |
| 74,004,867 |
| 68,109,433 |
| 37,826,641 |
| 32,656,097 |
The Group has met the capital and interest installments whose maturity were effective in the six-month period ended December 31, 2021.
6.12. Employee benefits and social security
| 12/31/2021 |
| 06/30/2021 | |
Current | ||||
Salaries, accrued incentives, vacations and social security |
| 6,201,169 |
| 4,243,585 |
Key management personnel (Note 15) | 270,909 | 436,493 | ||
6,472,078 | 4,680,078 |
7. INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
7.1. Revenues from contracts with customers
| 12/31/2021 |
| 12/31/2020 | |
Sale of goods and services |
| 157,538,626 |
| 88,616,572 |
Royalties |
| 1,129,024 |
| 1,492,026 |
| 158,667,650 |
| 90,108,598 |
Transactions of sales of goods and services with joint ventures, shareholders and other related parties are reported in Note 15.
7.2. Cost of sales
Item |
| 12/31/2021 |
| 12/31/2020 |
Inventories as of the beginning of the period |
| 39,052,925 |
| 29,338,548 |
Purchases of the period |
| 102,342,174 |
| 56,271,944 |
Production costs |
| 7,581,570 |
| 5,514,975 |
Foreign currency translation |
| 516,306 |
| (1,283,574) |
Subtotal |
| 149,492,975 |
| 89,841,893 |
Inventories as of the end of the period 1 |
| (56,277,533) |
| (41,655,409) |
Cost of sales |
| 93,215,442 |
| 48,186,484 |
F-24
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
(1) Net of agricultural products.
7.3. R&D classified by nature
| Research and |
| Research and | |
development | development | |||
| expenses |
| expenses | |
Item |
| 12/31/2021 |
| 12/31/2020 |
Amortization of intangible assets |
| 604,462 |
| 508,433 |
Import and export expenses |
| 1,685 |
| 9,322 |
Depreciation of property, plant and equipment |
| 213,837 |
| 69,860 |
Employee benefits and social securities |
| 685,412 |
| 496,967 |
Maintenance |
| 25,702 |
| 14,045 |
Energy and fuel |
| 24,659 |
| 17,564 |
Supplies and materials |
| 726,899 |
| 460,272 |
Mobility and travel |
| 38,564 |
| 4,668 |
Share-based incentives |
| 30,099 |
| — |
Professional fees and outsourced services |
| 137,674 |
| 67,550 |
Professional fees related parties | 296,967 | 466,144 | ||
Office supplies |
| 2,842 |
| 2,467 |
Information technology expenses | 6,039 | 9,992 | ||
Insurance |
| 12,598 |
| 8,326 |
Depreciation of leased assets | 2,523 | 1,279 | ||
Miscellaneous |
| 5,612 |
| 2,143 |
Total |
| 2,815,574 |
| 2,139,032 |
| 12/31/2021 |
| 12/31/2020 | |
R&D capitalized (Note 6.8) |
| 2,425,244 |
| 1,556,367 |
R&D profit and loss |
| 2,815,574 |
| 2,139,032 |
Total |
| 5,240,818 |
| 3,695,399 |
F-25
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
7.4. Expenses classified by nature and function
|
| Selling, |
| |||
| general and | |||||
Production | administrative | Total | ||||
Item | costs | expenses | 12/31/2021 | |||
Amortization of intangible assets |
| — | 771,536 | 771,536 | ||
Analysis and storage |
| 26,537 | 69,502 | 96,039 | ||
Commissions and royalties |
| 547,364 | 1,181,465 | 1,728,829 | ||
Import and export expenses |
| 61,209 | 560,934 | 622,143 | ||
Depreciation of property, plant and equipment |
| 655,067 | 799,884 | 1,454,951 | ||
Depreciation of leased assets | 246,942 | 251,767 | 498,709 | |||
Impairment of receivables |
| — | 815,929 | 815,929 | ||
Freight and haulage |
| 311,416 | 4,457,096 | 4,768,512 | ||
Employee benefits and social securities |
| 3,265,750 | 11,033,554 | 14,299,304 | ||
Maintenance |
| 400,778 | 570,294 | 971,072 | ||
Energy and fuel |
| 233,958 | 24,908 | 258,866 | ||
Supplies and materials |
| 351,410 | 570,762 | 922,172 | ||
Mobility and travel |
| 7,361 | 696,370 | 703,731 | ||
Publicity and advertising |
| — | 2,247,729 | 2,247,729 | ||
Contingencies |
| — | 65,598 | 65,598 | ||
Share-based incentives | — | 843,308 | 843,308 | |||
Professional fees and outsourced services |
| 587,370 | 3,075,667 | 3,663,037 | ||
Professional fees related parties |
| — | 48,934 | 48,934 | ||
Office supplies |
| 89,670 | 198,228 | 287,898 | ||
Insurance |
| 36,328 | 556,441 | 592,769 | ||
Information technology expenses |
| — | 817,032 | 817,032 | ||
Obsolescence |
| 740,264 | — | 740,264 | ||
Taxes |
| 19,398 | 5,230,416 | 5,249,814 | ||
Miscellaneous |
| 748 | 110,407 | 111,155 | ||
Total |
| 7,581,570 | 34,997,761 | 42,579,331 |
F-26
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
|
| Selling, |
| |||
general and | ||||||
Production | administrative | Total | ||||
Item | costs | expenses | 12/31/2020 | |||
Amortization of intangible assets |
| — |
| 563,015 |
| 563,015 |
Analysis and storage |
| 18,651 |
| 46,251 |
| 64,902 |
Commissions and royalties |
| 767,326 |
| 287,445 |
| 1,054,771 |
Import and export expenses |
| 29,128 |
| 434,113 |
| 463,241 |
Depreciation of property, plant and equipment |
| 560,806 |
| 473,871 |
| 1,034,677 |
Depreciation of leased assets | 125,226 | 160,979 | 286,205 | |||
Impairment of receivables |
| — |
| 126,593 |
| 126,593 |
Freight and haulage |
| 248,785 |
| 2,023,017 |
| 2,271,802 |
Employee benefits and social securities |
| 2,260,596 |
| 7,010,150 |
| 9,270,746 |
Maintenance |
| 282,937 |
| 259,182 |
| 542,119 |
Energy and fuel |
| 156,666 |
| 23,848 |
| 180,514 |
Supplies and materials |
| 187,315 |
| 58,212 |
| 245,527 |
Mobility and travel |
| 1,593 |
| 369,382 |
| 370,975 |
Publicity and advertising |
| — |
| 1,062,884 |
| 1,062,884 |
Contingencies |
| — |
| 52,441 | 52,441 | |
Share-based incentives | — | 636,519 | 636,519 | |||
Professional fees and outsourced services |
| 335,681 |
| 4,040,404 |
| 4,376,085 |
Professional fees related parties |
| — |
| 113,888 |
| 113,888 |
Office supplies |
| 89,049 |
| 150,121 |
| 239,170 |
Insurance |
| 68,033 |
| 392,752 |
| 460,785 |
Information technology expenses |
| 849 |
| 530,970 |
| 531,819 |
Obsolescence |
| 365,458 |
| — |
| 365,458 |
Taxes |
| 16,609 |
| 2,431,415 |
| 2,448,024 |
Miscellaneous |
| 267 |
| 64,507 |
| 64,774 |
Total |
| 5,514,975 |
| 21,311,959 |
| 26,826,934 |
7.5. Finance results
| 12/31/2021 |
| 12/31/2020 | |
Financial costs | ||||
Interest expenses with the Parents (Note 15) |
| (415,812) |
| (634,128) |
Interest expenses |
| (5,439,593) |
| (9,043,815) |
Financial commissions |
| (907,660) |
| (964,237) |
| (6,763,065) |
| (10,642,180) | |
Other financial results |
| |||
Exchange differences generated by assets |
| 6,355,520 |
| 10,714,855 |
Exchange differences generated by liabilities | (11,682,895) | (16,991,043) | ||
Changes in fair value of financial assets or liabilities and other financial results | (1,652,984) | (5,466,867) | ||
Net gain of inflation effect on monetary items | 342,135 | 3,752,899 | ||
(6,638,224) | (7,990,156) | |||
Total net financial results |
| (13,401,289) |
| (18,632,336) |
F-27
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
8. TAXATION
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
| 12/31/2021 |
| 12/31/2020 | |
Current tax expense |
| (11,916,178) |
| (6,716,736) |
Deferred tax |
| 5,179,763 |
| 875,283 |
Total | (6,736,415) | (5,841,453) |
The gross movement on the deferred income tax account is as follows:
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
F-28
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
9. EARNINGS PER SHARE (EPS)
The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:
Three -month period ended | Six -month period ended | |||||||
| 12/31/2021 |
| 12/31/2020 |
| 12/31/2021 |
| 12/31/2020 | |
Numerator |
|
|
| |||||
Profit (loss) for the period (basic EPS) |
| 3,427,093 | 648,193 | 4,301,230 |
| (6,323,365) | ||
Profit (loss) for the period (diluted EPS) |
| 3,427,093 | 648,193 | 4,301,230 |
| (6,323,365) | ||
Denominator |
|
| ||||||
Weighted average number of shares (basic EPS) |
| 41,104,331 | 38,016,601 | 41,104,331 |
| 38,016,601 | ||
Weighted average number of shares (diluted EPS) |
| 42,403,196 | 39,038,280 | 42,403,196 |
| 38,016,601 | ||
Basic profit (loss) attributable to ordinary equity holders of the parent | 0.0834 | 0.0171 | 0.1046 | (0.1663) | ||||
Diluted profit (loss) attributable to ordinary equity holders of the parent |
| 0.0808 | 0.0166 | 0.1014 |
| (0.1663) | ||
For the six-month period ended December 31, 2020 diluted EPS was the same as basic EPS as the effect of potential ordinary shares would be antidilutive.
Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group has two categories of dilutive potential shares, share-based incentives, and Convertible notes.
The stock options were included in the diluted EPS calculation for the year ended December 31, 2021 only for the tranches in which the average market price of ordinary shares during the periods was higher than the assumed proceeds per option. See note 17.
Convertible notes outstanding were not included in the diluted EPS calculations for the three-and-six month periods ended December 31, 2021 because its interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.
10. INFORMATION ABOUT UNAUDITED INTERIM CONDENSED CONSOLIDATED COMPONENTS OF EQUITY
Share capital
As of December 31, 2021, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 41,105,321 ordinary shares issued and , (iii) 1,000,000 preference shares ($0.0001 par value) authorized, (iv) no preference shares issued and , (v) $49.1 million of Convertible notes, and (vi) 2,031,058 ordinary shares reserved for our equity compensation plans.
Holders of the ordinary shares are entitled to one vote for each ordinary share.
Non-controlling interests
On August 2, 2021, we acquired an incremental ownership of Insumos Agróquimicos S.A. (“Insuagro”). Consideration of payment of the 2,467,990 shares acquired was $0.7 million in cash as a Fixed Price. Furthermore, the Fixed Price may be increased up to 3.5x Adjusted EBITDA per share to be measured in each annual reporting period. The Group has recognized in equity the difference between the amount by which the non-controlling interests were incorporated and the fair value of the consideration paid.
As of today, we own 13,489,990 shares of Insuagro, which represent 61.32% of the share capital and 61.22% of the votes.
F-29
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
11. CASH FLOW INFORMATION
Significant non-cash transactions related to investment and financing activities are as follows:
| 12/31/2021 |
| 12/31/2020 | |
Investment activities | ||||
Settlement of receivables through PPE contribution | — | 1,547,543 | ||
Investment in-kind in other related parties (Note 15) | 437,780 | 921,390 | ||
Acquisition of assets financed by debt |
| — |
| 7,637,972 |
Acquisition of assets through issuance of capital | — | 15,000,000 | ||
437,780 | 25,106,905 | |||
12/31/2021 |
| 12/31/2020 | ||
Financing activities |
|
|
|
|
Acquisition of non-controlling interest in subsidiaries |
| 255,893 |
| — |
| 255,893 |
| — |
12. JOINT VENTURES AND ASSOCIATES
| 12/31/2021 |
| 06/30/2021 | |
Assets |
|
|
|
|
Synertech Industrias S.A. |
| 30,867,914 |
| 27,572,597 |
Indrasa Biotecnología S.A. |
| 113,821 |
| 54,957 |
Alfalfa Technologies S.R.L. |
| 91,240 |
| 97,920 |
Moolec Science Limited |
| 2,981,982 |
| 2,931,699 |
| 34,054,957 |
| 30,657,173 |
F-30
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Liabilities |
|
|
|
|
Trigall Genetics S.A. |
| 616,173 |
| 1,278,250 |
| 616,173 |
| 1,278,250 |
Share of profit or loss of joint ventures and associates:
| 12/31/2021 |
| 12/31/2020 | |
Trigall Genetics S.A. |
| 662,077 |
| (98,280) |
Synertech Industrias S.A. |
| 319,356 |
| 376,635 |
Moolec Science Limited | (114,709) | — | ||
Indrasa Biotecnología S.A. |
| 52,363 |
| 27,332 |
| 919,087 |
| 305,687 |
| 12/31/2021 |
| 12/31/2020 | |
As of the beginning of the period |
| 29,378,923 |
| 23,103,963 |
Revaluation of property, plant and equipment |
| (363,848) |
| (11,495) |
Foreign currency translation |
| 3,504,622 |
| 49,996 |
Share of profit or loss |
| 919,087 |
| 305,687 |
As of the end of the period |
| 33,438,784 |
| 23,448,151 |
F-31
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
13. SEGMENT INFORMATION
The following tables present information with respect to the Group´s reporting segments:
| Seed and |
|
|
|
| ||||
| integrated |
| Crop |
| Crop | ||||
Period ended December 31, 2021 |
| products | protection | nutrition | Consolidated | ||||
Revenues from contracts with customers | |||||||||
Sale of goods and services |
| 23,767,633 |
| 82,062,604 |
| 51,708,389 |
| 157,538,626 | |
Royalties |
| 1,129,024 |
|
|
| 1,129,024 | |||
Others | |||||||||
Government grants | 805 | — | — | 805 | |||||
Initial recognition and changes in the fair value of biological assets |
| 1,033,753 |
| 845,387 |
| 263,688 |
| 2,142,828 | |
Changes in the net realizable value of agricultural products after harvest | (821,078) | (304,522) | (116,585) | (1,242,185) | |||||
Total |
| 25,110,137 |
| 82,603,469 |
| 51,855,492 |
| 159,569,098 | |
Cost of sales |
| (8,988,420) |
| (57,480,257) |
| (26,746,765) |
| (93,215,442) | |
Gross profit per segment |
| 16,121,717 |
| 25,123,212 |
| 25,108,727 |
| 66,353,656 | |
% Gross margin | 64 | % | 30 | % | 48 | % | 42 | % |
F-32
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
14. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
The following tables show additional information required under IFRS 7 for financial assets and liabilities recorded as of December 31, 2021 and June 30, 2021.
Mandatorily measured at fair | ||||||||
Amortized cost | value through profit or loss | |||||||
Financial asset |
| 12/31/2021 |
| 06/30/2021 |
| 12/31/2021 |
| 06/30/2021 |
Cash and cash equivalents |
| 35,966,810 |
| 28,327,569 |
| 399,321 |
| 7,718,544 |
Other financial assets |
| 1,114,325 |
| 1,523,438 |
| 3,362,346 |
| 10,735,422 |
Trade receivables |
| 119,406,290 |
| 88,919,911 |
| — |
| — |
Other receivables (*) |
| 4,833,005 |
| 5,005,283 |
| — |
| — |
Total |
| 161,320,430 |
| 123,776,201 |
| 3,761,667 |
| 18,453,966 |
(*) | Advances expenses and tax balances are not included. |
Financial instruments measured at fair value
Measurement at fair value at 12/31/2021 |
| Level 1 |
| Level 2 |
| Level 3 |
Financial assets at fair value | ||||||
Mutual funds | 399,321 | — | — | |||
US Treasury bills | 1,885,553 | — | — | |||
Other investments |
| 1,476,793 |
| — |
| — |
Financial liabilities at fair value |
|
|
| |||
Other finance debt | — | 89,164 | — | |||
Measurement at fair value at 06/30/2021 |
| Level 1 |
| Level 2 |
| Level 3 |
Financial assets at fair value | ||||||
Mutual funds | 7,718,544 | — | — | |||
US Treasury bills |
| 7,885,937 |
| — |
| — |
Other investments | 2,110,414 | 739,071 | — |
Estimation of fair value
The fair value of marketable securities, mutual funds and US Treasury Bills is calculated using the market approach, which use quoted prices in active markets for identical assets. The quoted marked price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
F-33
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
The Group’s financial liabilities, which were not traded in an active market, were determined using valuation techniques that maximize the use of available market information, and thus rely as little as possible on specific estimates. If all significant inputs required to fair value an instrument are observable, the instruments are included in level 2.
If one or more of the significant inputs is not based on observable market data, the instruments are included in Level 3.
The Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer.
There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.
Financial instruments not measured at fair value
The financial instruments not measured at fair value include cash and cash equivalents, trade accounts receivable, other accounts receivable, trade payables and other debts, borrowings, financed payments and convertible notes.
The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 6.11).
Management estimates that the carrying value of the financial instruments measured at amortized cost approximates their fair value.
15. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS
During the periods ended December 31, 2021 and 2020, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:
Amount of transactions for the period ended | ||||||
Party |
| Transaction type |
| 12/31/2021 |
| 12/31/2020 |
Joint ventures and associates |
| Sales and services |
| 10,839,406 |
| 2,920,262 |
Joint ventures and associates |
| Purchases of goods and services |
| (29,026,646) |
| (9,763,160) |
Joint ventures and associates |
| Net loans granted |
| — |
| 18,409 |
Key management personnel |
| Salaries, social security benefits and other benefits |
| (1,677,312) |
| (1,716,413) |
Key management personnel |
| Net loans cancelled |
| — |
| (603,093) |
Key management personnel |
| Interest gain |
| — |
| (8,879) |
Shareholders and other related parties |
| Sales of goods and services |
| 313,432 |
| 161,792 |
Shareholders and other related parties |
| Purchases of goods and services |
| (2,441,710) |
| (399,888) |
Shareholders and other related parties |
| In-kind contributions |
| 437,780 |
| 921,390 |
Parent company and related parties to Parent (Note 7.5) |
| Interest expenses |
| (415,812) |
| (634,128) |
Total |
|
|
| (21,970,862) |
| (9,103,708) |
Amounts receivable from related parties | ||||||
Party |
| Transaction type |
| 12/31/2021 |
| 06/30/2021 |
Parent company and related parties to Parent |
| Other receivables |
| — |
| 770,549 |
Shareholders and other related parties |
| Trade debtors |
| 444,095 |
| |
Other receivables - Other related parties |
| Other receivables |
| 129,167 |
| 134,172 |
Joint ventures and associates |
| Trade debtors |
| 1,741,964 |
| 221,048 |
Joint ventures and associates |
| Other receivables |
| 2,679,918 |
| 2,219,863 |
Total |
| 4,995,144 |
| 3,345,632 | ||
F-34
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Amounts payable to related parties | ||||||
Party |
| Transaction type |
| 12/31/2021 |
| 06/30/2021 |
Parent company and related parties to Parent | Trade creditors | (182,812) | (193,718) | |||
Parent company and related parties to Parent | Net loans payables | (9,697,715) | (9,578,921) | |||
Key management personnel |
| Salaries, social security benefits and other benefits |
| (270,909) |
| (436,493) |
Shareholders and other related parties |
| Trade and other payables |
| (53,661) |
| (52,864) |
Joint ventures and associates |
| Trade creditors |
| (21,113,841) |
| (17,669,027) |
Total |
|
| (31,318,938) |
| (27,931,023) | |
16. KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation of directors and other members of key management, including social security contributions and other benefits, was as follows for the period ended December 31, 2021 and 2020.
| 12/31/2021 |
| 12/31/2020 | |
Salaries, social security and other benefits |
| 803,905 |
| 1,079,894 |
Share-based incentives | 873,407 | 636,519 | ||
Total |
| 1,677,312 |
| 1,716,413 |
17. SHARE-BASED PAYMENTS
a)Incentive payments based on options
Options can be exercised on a cashless basis at their volume weighted average price (“VWAP”) of the ordinary shares during a twenty-day period to the date of exercise.
The fair value of the stock options at the grant date was estimated using the “Black-Scholes” model, considering the terms and conditions under which the options on shares were granted and adjusted to consider the possible dilutive effect of the future exercise of options.
There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of options.
F-35
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
The Group estimates that 100% of the stock options will be exercised, taking into account historical patterns of executives maintaining their jobs and the probability of exercising the options. This estimate is reviewed at the end of each annual or interim period.
The following table shows the weighted average amount and exercise price and the movements of the stock options of executives and directors of the Group during the six-month periods ended December 31, 2021 and 2020.
(*)Exercise price of options effective at the end of the period was calculated using weighted average.
The charge of the plans based on options recognized during the period was $0.6 million.
| b) | Annual compensation - Bonus |
Bonus in Cash. As well as fiscal year ended June 30, 2020, for the Bonus in Cash 2021, all the beneficiaries decided to receive the bonus in ordinary shares. The charge for the six-month period ended December 31, 2021 in consideration of the annual compensation bonus for objectives achieved in the year ended June 30, 2021 amounted to $0.1 million.
Bonus in Kind. The charge for the six-month period ended December 31, 2021 in consideration of the annual compensation bonus for objectives achieved in the year ended June 30, 2021 amounted to $0.15 million.
The number of shares that can be awarded under each bonus will be determined by using a 20-day volume weighted average price (“VWAP”) of the Company’s ordinary shares, starting with the day on which the relevant financial and operational objectives are met by the Company and the bonus is granted.
50% of bonus vests immediately if the financial and operational objectives are achieved as of such date, and the remaining 50% vests in the subsequent 12-months, upon meeting of the financial and operational objectives.
F-36
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
18. LEASE
Right-of-use leased asset |
| 12/31/2021 |
| 06/30/2021 |
Book value at the beginning of the period |
| 3,688,150 |
| 2,369,326 |
Additions of the period |
| 612,579 |
| 913,321 |
Exchange differences | (156,673) | 405,503 | ||
Book value at the end of the year |
| 4,144,056 |
| 3,688,150 |
Depreciation |
| 12/31/2021 |
| 06/30/2021 |
Book value at the beginning of the period | 2,360,490 | 1,254,729 | ||
Exchange differences |
| (206,274) |
| 278,441 |
Depreciation of the period |
| 501,232 |
| 827,320 |
Accumulated depreciation at the end of the period |
| 2,655,448 |
| 2,360,490 |
Total |
| 1,488,608 |
| 1,327,660 |
Lease liability |
| 12/31/2021 |
| 06/30/2021 |
Book value at the beginning of the period |
| 1,140,717 |
| 1,109,812 |
Additions of the year |
| 396,205 |
| 259,427 |
Interest expenses, exchange differences and inflation effects |
| 162,276 |
| 500,442 |
Payments of the period |
| (493,453) |
| (728,964) |
Total |
| 1,205,745 |
| 1,140,717 |
Lease Liabilities |
| 12/31/2021 |
| 06/30/2021 |
Non-current |
| 570,505 |
| 390,409 |
Current |
| 635,240 |
| 750,308 |
Total |
| 1,205,745 |
| 1,140,717 |
The recognized right-of-use assets relate to the following types of assets:
| 12/31/2021 |
| 06/30/2021 | |
Machinery and equipment |
| 742,417 |
| 661,544 |
Vehicles |
| 1,007,824 |
| 1,061,184 |
Equipment and computer software |
| 668,160 |
| 582,101 |
Land and buildings |
| 1,725,655 |
| 1,383,321 |
| 4,144,056 |
| 3,688,150 |
The incremental borrowing rate used was 3.52%.
19. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
There were no significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosure made in the Consolidated financial statement as of June 30, 2021.
20. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Subsequent to December 31, 2021, there have been no situations or circumstances that may require significant adjustments or further disclosure in these unaudited interim condensed consolidated financial statements that were not mentioned above.
F-37