PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED OCTOBER 25, 2019 | | FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENT NO. 333-231883 |
Bioceres Crop Solutions Corp.
119,443 Ordinary Shares Offered by Selling Shareholders
24,200,000 Ordinary Shares Offered by Holders of Warrants Assuming Exercise of Such Warrants
This Prospectus Supplement No. 1 supplements our Prospectus dated October 25, 2019 (the “Prospectus”) that forms a part of our Registration Statement on Form F-1 (Securities and Exchange Commission File No. 333-231883). This Prospectus Supplement No. 1 is being filed to update and supplement certain information contained in the Prospectus with the information contained in our Current Report on Form 6-K for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on December 2, 2019 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement. This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus, which is required to be delivered with this Prospectus Supplement. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
These securities involve a high degree of risk. You should carefully consider the risks identified under the caption “Risk Factors” beginning on Page 21 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of these securities or passed upon the adequacy or accuracy of the Prospectus or this Prospectus Supplement. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is December 3, 2019.
INDEX TO FILINGS
| Attachment |
| |
Current Report on Form 6-K for the quarterly period ended September 30, 2019 | A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
Dated December 2, 2019
Commission File Number: 001-38405
BIOCERES CROP SOLUTIONS CORP.
(Translation of registrant’s name into English)
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
EXPLANATORY NOTE
The following exhibit is filed as part of this Form 6-K:
Exhibit List
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | BIOCERES CROP SOLUTIONS CORP. |
| | (Registrant) |
| | | |
| | | |
Dated: December 2, 2019 | | By: | /s/ Federico Trucco |
| | Name: | Federico Trucco |
| | Title: | Chief Executive Officer |
3
Exhibit 99.1

BIOCERES CROP SOLUTIONS CORP.
Unaudited interim condensed consolidated financial
statements as of September 30, 2019, June 30, 2019
and for the three-month periods ended September 30,
2019 and 2018.
BIOCERES CROP SOLUTIONS CORP.
INDEX
Unaudited interim condensed consolidated financial statements as of September 30, 2019, June 30, 2019 and for the three-month periods ended September 30, 2019 and 2018. | | |
| | |
Unaudited interim condensed consolidated statements of financial position as of September 30, 2019 and June 30, 2019 | | F-3 |
| | |
Unaudited interim condensed consolidated statements of comprehensive income for the three-month periods ended September 30, 2019 and 2018 | | F-5 |
| | |
Unaudited interim condensed consolidated statements of changes in equity for the three-month periods ended September 30, 2019 and 2018 | | F-6 |
| | |
Unaudited interim condensed consolidated statements of cash flows for the three-month periods ended September 30, 2019 and 2018 | | F-8 |
| | |
Notes to the unaudited interim condensed consolidated financial statements | | F-10 |
F-2
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of September 30, 2019 and June 30, 2019
(Amounts in US Dollars)
| | Notes | | 09/30/2019 | | 06/30/2019 | |
ASSETS | | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash and cash equivalents | | 5.1 | | 5,496,780 | | 3,450,873 | |
Other financial assets | | 5.2 | | 4,856,182 | | 4,683,508 | |
Trade receivables | | 5.3 | | 57,647,983 | | 59,236,377 | |
Other receivables | | 5.4 | | 3,375,944 | | 1,981,829 | |
Income and minimum presumed income taxes recoverable | | | | 1,328,722 | | 1,263,795 | |
Inventories | | 5.5 | | 35,252,373 | | 27,592,582 | |
Total current assets | | | | 107,957,984 | | 98,208,964 | |
| | | | | | | |
NON-CURRENT ASSETS | | | | | | | |
Other financial assets | | 5.2 | | 311,734 | | 376,413 | |
Other receivables | | 5.4 | | 1,347,627 | | 1,560,310 | |
Income and minimum presumed income taxes recoverable | | | | 5,246 | | 1,184 | |
Deferred tax assets | | | | 1,625,368 | | 3,743,709 | |
Investments in joint ventures and associates | | 10 | | 21,881,857 | | 25,321,028 | |
Property, plant and equipment | | 5.6 | | 40,833,366 | | 43,834,548 | |
Intangible assets | | 5.7 | | 33,561,832 | | 39,616,426 | |
Goodwill | | 5.8 | | 24,594,582 | | 29,804,715 | |
Right-of-use leased asset | | 5.9 | | 951,342 | | — | |
Total non-current assets | | | | 125,112,954 | | 144,258,333 | |
Total assets | | | | 233,070,938 | | 242,467,297 | |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.
F-3
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of September 30, 2019 and June 30, 2019
(Amounts in US Dollars)
| | Notes | | 09/30/2019 | | 06/30/2019 | |
LIABILITIES | | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Trade and other payables | | 5.10 | | 54,650,172 | | 40,578,494 | |
Borrowings | | 5.11 | | 64,849,130 | | 66,477,209 | |
Employee benefits and social security | | 5.12 | | 5,558,797 | | 5,357,218 | |
Deferred revenue and advances from customers | | 5.13 | | 7,123,328 | | 1,074,463 | |
Income and minimum presumed income taxes payable | | | | 514,552 | | 142,028 | |
Government grants | | | | 777 | | 2,110 | |
Financed payment - Acquisition of business | | 5.14 | | 2,925,593 | | 2,826,611 | |
Lease liability | | 5.15 | | 729,356 | | — | |
Total current liabilities | | | | 136,351,705 | | 116,458,133 | |
| | | | | | | |
NON-CURRENT LIABILITIES | | | | | | | |
Trade and other payables | | 5.10 | | 452,654 | | 452,654 | |
Borrowings | | 5.11 | | 32,552,464 | | 37,079,521 | |
Employee benefits and social security | | 5.12 | | 133,561 | | — | |
Government grants | | | | 5,967 | | 8,098 | |
Due to joint ventures and associates | | 10 | | 2,247,634 | | 1,970,903 | |
Deferred tax liabilities | | | | 14,376,494 | | 21,101,871 | |
Provisions | | 5.16 | | 307,394 | | 439,740 | |
Private warrants | | 5.17 | | 4,592,031 | | 2,861,511 | |
Lease liability | | 5.15 | | 536,854 | | — | |
Total non-current liabilities | | | | 55,205,053 | | 63,914,298 | |
Total liabilities | | | | 191,556,758 | | 180,372,431 | |
| | | | | | | |
EQUITY | | | | | | | |
Equity attributable to owners of the parent | | | | 29,386,177 | | 47,301,863 | |
Non-controlling interests | | | | 12,128,003 | | 14,793,003 | |
Total equity | | | | 41,514,180 | | 62,094,866 | |
| | | | | | | |
Total equity and liabilities | | | | 233,070,938 | | 242,467,297 | |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.
F-4
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three-month periods ended September 30, 2019 and 2018
(Amounts in US Dollars)
| | Notes | | 09/30/2019 | | 09/30/2018 | |
Revenues | | 6.1 | | 36,229,820 | | 29,605,745 | |
Government grants | | | | 21,838 | | 6,479 | |
Total revenues | | | | 36,251,658 | | 29,612,224 | |
| | | | | | | |
Cost of sales | | 6.2 | | (20,345,074 | ) | (14,499,010 | ) |
Research and development expenses | | 6.3 | | (1,203,739 | ) | (1,048,492 | ) |
Selling, general and administrative expenses | | 6.4 | | (8,684,911 | ) | (6,080,485 | ) |
Share of profit or loss of joint ventures and associates | | 10 | | 57,547 | | 80,156 | |
Other incomes or expenses, net | | | | 104,968 | | 101,611 | |
Operating profit | | | | 6,180,449 | | 8,166,004 | |
| | | | | | | |
Finance results | | 6.5 | | (16,397,047 | ) | (13,735,654 | ) |
Loss before income tax | | | | (10,216,598 | ) | (5,569,650 | ) |
| | | | | | | |
Income tax benefit | | | | 2,238,853 | | 1,970,393 | |
Loss of the period | | | | (7,977,745 | ) | (3,599,257 | ) |
| | | | | | | |
Other comprehensive loss | | | | (13,400,646 | ) | (16,395,253 | ) |
Items that may be subsequently reclassified to profit and loss | | | | (17,706,445 | ) | (19,211,348 | ) |
Exchange differences on translation of foreign operations from joint ventures | | | | (4,335,170 | ) | (5,734,527 | ) |
Exchange differences on translation of foreign operations | | | | (13,371,275 | ) | (13,476,821 | ) |
Items that will not be subsequently reclassified to loss and profit | | | | 4,305,799 | | 2,816,095 | |
Revaluation of property, plant and equipment, net of tax, of JV and associates (1) | | | | 561,721 | | 562,268 | |
Revaluation of property, plant and equipment, net of tax (2) | | | | 3,744,078 | | 2,253,827 | |
Total comprehensive loss | | | | (21,378,391 | ) | (19,994,510 | ) |
| | | | | | | |
Loss for the period attributable to: | | | | | | | |
Equity holders of the parent | | | | (7,050,377 | ) | (2,618,445 | ) |
Non-controlling interests | | | | (927,368 | ) | (980,812 | ) |
| | | | (7,977,745 | ) | (3,599,257 | ) |
Total comprehensive loss attributable to: | | | | | | | |
Equity holders of the parent | | | | (18,713,391 | ) | (14,247,185 | ) |
Non-controlling interests | | | | (2,665,000 | ) | (5,747,325 | ) |
| | | | (21,378,391 | ) | (19,994,510 | ) |
Loss per share | | | | | | | |
Basic and diluted loss attributable to ordinary equity holders of the parent (3) | 7 | | (0.20 | ) | (0.07 | ) |
Weighted average number of shares | | | | | | | |
Basic (3) | | 7 | | 36,120,517 | | 36,120,517 | |
(1) The tax effect of the revaluation of property, plant and equipment of JV and associates was $187,240 and $32,903 for the three-months periods ended September 30, 2019 and 2018, respectively.
(2) The tax effect of the revaluation of property, plant and equipment was $1,248,027 and $757,136 for the three-months periods ended September 30, 2019 and 2018, respectively.
(3) For the three-months periods ended September 30, 2019 and 2018, diluted EPS was the same as basic EPS as the effect of potential ordinary shares would be antidilutive.
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related party balances and transactions are disclosed in Note 13.
F-5
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three-month periods ended September 30, 2019 and 2018
(Amounts in US Dollars)
| | Attributable to the equity holders of the parent | | | | | |
Description | | Issued capital | | Share premium | | Share-based incentives | | Retained deficit | | Foreign currency translation reserve | | Revaluation of PP&E and effect of tax rate change | | Equity / (deficit) attributable to owners of the parent | | Non- controlling Interests | | Total equity | |
06/30/2019 | | 3,613 | | 96,486,865 | | — | | (21,972,287 | ) | (31,479,583 | ) | 4,263,255 | | 47,301,863 | | 14,793,003 | | 62,094,866 | |
Share-based incentives | | — | | — | | 797,705 | | — | | — | | — | | 797,705 | | — | | 797,705 | |
Loss of the period | | — | | — | | — | | (7,050,377 | ) | — | | — | | (7,050,377 | ) | (927,368 | ) | (7,977,745 | ) |
Other comprehensive income or loss | | | | | | | | | | (15,107,653 | ) | 3,444,639 | | (11,663,014 | ) | (1,737,632 | ) | (13,400,646 | ) |
09/30/2019 | | 3,613 | | 96,486,865 | | 797,705 | | (29,022,664 | ) | (46,587,236 | ) | 7,707,894 | | 29,386,177 | | 12,128,003 | | 41,514,180 | |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.
F-6
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three-month periods ended September 30, 2019 and 2018
(Amounts in US Dollars)
| | Attributable to the equity holders of the parent | | | | | |
Description | | Issued capital | | Share premium | | Stock options | | Retained deficit | | Foreign currency translation reserve | | Revaluation of PP&E and effect of tax rate change | | Equity / (deficit) attributable to owners of the parent | | Non-controlling Interests | | Total equity | |
06/30/2018 | | 2,810 | | 68,023,449 | | 102,827 | | (26,149,583 | ) | (36,612,070 | ) | 8,346,051 | | 13,713,484 | | 19,420,172 | | 33,133,656 | |
Adjustment of opening balance for the application of IAS 29 | | — | | — | | — | | 19,560,024 | | — | | — | | 19,560,024 | | 7,797,295 | | 27,357,319 | |
Parent company investment | | — | | (7,913,165 | ) | — | | — | | — | | — | | (7,913,165 | ) | — | | (7,913,165 | ) |
Stock options | | — | | — | | 3,804 | | — | | — | | — | | 3,804 | | — | | 3,804 | |
Loss for the period | | — | | — | | — | | (2,618,445 | ) | — | | — | | (2,618,445 | ) | (980,812 | ) | (3,599,257 | ) |
Other comprehensive income | | — | | — | | — | | — | | (15,571,273 | ) | 3,942,533 | | (11,628,740 | ) | (4,766,513 | ) | (16,395,253 | ) |
09/30/2018 | | 2,810 | | 60,110,284 | | 106,631 | | (9,208,004 | ) | (52,183,343 | ) | 12,288,584 | | 11,116,962 | | 21,470,142 | | 32,587,104 | |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.
F-7
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-month periods ended September 30, 2019 and 2018
(Amounts in US Dollars)
| | Notes | | 09/30/2019 | | 09/30/2018 | |
OPERATING ACTIVITIES | | | | | | | |
Loss of the period | | | | (7,977,745 | ) | (3,599,257 | ) |
| | | | | | | |
Adjustments to reconcile loss to net cash flows | | | | | | | |
Income tax | | | | (2,238,853 | ) | (1,970,393 | ) |
Finance results | | | | 16,397,047 | | 13,735,654 | |
Depreciation of property, plant and equipment | | 5.6 | | 520,406 | | 404,284 | |
Amortization of intangible assets | | 5.7 | | 512,649 | | 417,871 | |
Depreciation of leased assets | | 16 | | 123,066 | | — | |
Share-based incentive and stock options | | | | 797,705 | | 3,804 | |
Share of profit or loss of joint ventures and associates | | 10 | | (57,547 | ) | (80,156 | ) |
Loss of control of subsidiaries | | | | — | | (10,591 | ) |
Provisions for contingencies | | | | (4,568 | ) | (5,047 | ) |
Allowance for impairment of trade debtors | | | | 247,027 | | (9,067 | ) |
Allowance for obsolescence | | | | 212,499 | | 213,534 | |
Gain or loss on sale of equipment and intangible assets | | | | 30,891 | | 12,552 | |
| | | | | | | |
Working capital adjustments | | | | | | | |
Trade receivables | | | | 23,018,580 | | 16,306,002 | |
Other receivables | | | | (494,361 | ) | (528,283 | ) |
Income and minimum presumed income taxes | | | | 314,391 | | 279,194 | |
Inventories | | | | (7,590,725 | ) | (3,969,880 | ) |
Trade and other payables | | | | (14,436,561 | ) | (6,308,477 | ) |
Employee benefits and social security | | | | 347,127 | | (134,453 | ) |
Deferred revenue and advances from customers | | | | 6,265,212 | | 2,428,747 | |
Government grants | | | | (3,464 | ) | (16,099 | ) |
Interest collected | | | | 354,463 | | 69,439 | |
Inflation effects on working capital adjustments | | | | (5,691,964 | ) | (4,524,188 | ) |
Net cash flows generated by operating activities | | | | 10,645,275 | | 12,715,190 | |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.
F-8
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-month periods ended September 30, 2019 and 2018
(Amounts in US Dollars)
| | Notes | | 09/30/2019 | | 09/30/2018 | |
INVESTMENT ACTIVITIES | | | | | | | |
Proceeds from sale of property, plant and equipment | | | | 10,324 | | — | |
Investment in joint ventures and associates and associates | | 10 | | — | | (116,230 | ) |
Purchase of property, plant and equipment | | 5.6 | | (619,678 | ) | (114,063 | ) |
Capitalized development expenditures | | 5.7 | | (284,063 | ) | (283,752 | ) |
Purchase of intangible assets | | 5.7 | | (14,247 | ) | — | |
Net cash flows used in investing activities | | | | (907,664 | ) | (514,045 | ) |
| | | | | | | |
FINANCING ACTIVITIES | | | | | | | |
Proceeds from borrowings | | | | 25,711,005 | | 7,007,029 | |
Repayment of borrowings and interest payments | | | | (34,550,950 | ) | (16,494,997 | ) |
Increase (decrease) in bank overdraft and other short-term borrowings | | | | 228,818 | | (1,535,992 | ) |
Other financial proceeds or payments, net | | | | (156,859 | ) | (918,167 | ) |
Net cash flows used in financing activities | | | | (8,767,986 | ) | (11,942,127 | ) |
| | | | | | | |
Net increase in cash and cash equivalents | | | | 969,625 | | 259,018 | |
| | | | | | | |
Inflation effects on cash and cash equivalents | | | | (100,889 | ) | (39,135 | ) |
| | | | | | | |
Cash and cash equivalents as of beginning of the period | | 5.1 | | 3,450,873 | | 2,215,103 | |
Effect of exchange rate changes on cash and equivalents | | | | 1,177,171 | | 820,995 | |
Cash and cash equivalents as of the end of the period | | 5.1 | | 5,496,780 | | 3,255,981 | |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.
F-9
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Index
1. | General information |
| |
2. | Accounting standards and basis of preparation |
| |
2.1. | Statement of compliance with IFRS as issued by IASB |
| |
2.2. | Authorization for the issue of the unaudited interim condensed consolidated financial Statements |
| |
2.3. | Basis of measurement |
| |
2.4. | Functional currency and presentation currency |
| |
2.5. | Changes in accounting policies |
| |
2.6. | Changes in accounting estimates and judgements |
| |
3. | New standards, amendments and interpretations issued by the IASB |
| |
4. | Seasonality |
| |
5. | Information about components of unaudited interim condensed consolidated statements of financial position |
| |
5.1. | Cash and cash equivalents |
| |
5.2. | Other financial assets |
| |
5.3. | Trade receivables |
| |
5.4. | Other receivables |
| |
5.5. | Inventories |
| |
5.6. | Property, plant and equipment |
| |
5.7. | Intangible assets |
| |
5.8. | Goodwill |
| |
5.9. | Right-of-use leased assets |
| |
5.10. | Trade and other payables |
| |
5.11. | Borrowings |
| |
5.12. | Employee benefits and social security |
| |
5.13. | Deferred revenue and advances from customers |
| |
5.14. | Financed payment - Acquisition of business |
| |
5.15. | Leased liabilities |
| |
5.16. | Provisions |
| |
5.17. | Private warrants |
| |
6. | Information about components of unaudited interim condensed consolidated statement of comprehensive income |
| |
6.1. | Revenues |
| |
6.2. | Cost of sales |
| |
6.3. | R&D classified by nature |
| |
6.4. | Expenses classified by nature and function |
F-10
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.5. | Finance results |
| |
7. | Loss per share |
| |
8. | Information about unaudited interim condensed consolidated components of equity |
| |
8.1. | Parent company investment |
| |
8.2. | Share capital |
| |
8.3. | Shares summary |
| |
8.4. | Non-controlling interest |
| |
9. | Cash flow information |
| |
10. | Joint ventures and associates |
| |
11. | Segment information |
| |
12. | Financial instruments- risk management |
| |
13. | Shareholders and other related parties’ balances and transactions |
| |
14. | Key management personnel compensation |
| |
15. | Share-based payments |
| |
16. | Leases |
| |
17. | Contingencies, commitments and restrictions on the distribution of profits |
| |
18. | Events occurring after the reporting period |
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 (“the Company”), together with its subsidiaries (“the Group”) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. The Group has a unique biotech platform with high-impact, patented technologies for seeds and microbial agricultural inputs, as well as next generation crop nutrition and protection solutions.
The Group’s headquarters and primary operations are based in Argentina, which is its key end-market, but its footprint exceeds country edges, with agricultural inputs across more than 25 countries, including Argentina, Brazil, Paraguay, India, United States, Uruguay, Germany, South Africa among others.
Financial and economic situation
On October 15, 2019, the Company entered into a loan agreement with Arvesa Corp. and Bioceres LLC, its controlling shareholder, as lenders. The facility is for an amount of up to US$20 million, of which US$15 million has been drawdown as of the date of this report. Drawdown capital and capitalized interest are due after 24 months of the date of the loan agreement. Cash interest will be paid quarterly at a 15% rate. The portion of the loan funded by Arvesa is guaranteed by Bioceres S.A. and Bioceres LLC.
To meet short-term debts, the Group could, if necessary, issue new corporate bonds up to US$40 million. This program was already authorized by the regulatory authorities of Argentina and could be allocated to the Group’s needs. In addition, the Group has revolving credit facilities up to an amount of approx. $30 million with financial institutions that jointly with the generation of resources from the business operations, allows the Group to meet its current financial obligations.
2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION
2.1. Statement of compliance with IFRS as issued by IASB
These unaudited interim condensed consolidated financial statements for the three-month period ended September 30, 2019 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
These unaudited interim condensed consolidated financial statements do not include all the 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, 2019.
2.2. Authorization for the issue of the unaudited interim condensed consolidated financial statements
These unaudited interim condensed consolidated financial statements of the Group as of September 30, 2019, June 30, 2019 and for the three-month period ended September 30, 2019 and 2018 have been authorized by the Board of Directors of Bioceres Crop Solution Corp on November 29, 2019.
2.3. Basis of measurement
The unaudited interim condensed consolidated financial statements of the Group have been prepared using:
· Going Concern Basis of Accounting, considering the conclusion of the assessment made by the Group’s Management about the ability of the Group and its subsidiaries to continue as a going concern, in accordance with the requirements of paragraph 25 of IAS 1, “Presentation of Financial Statements”.
· Accrual Basis of Accounting (except for cash flows information). Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash flows.
F-12
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
2.4. 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”).
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 with high inflation, whether they 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 from 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 a hyperinflationary economy, 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 high inflation 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 on 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 that 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 for 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 on the initial balances was calculated by means of conversion factor derived from the Argentine price indexes published by the National Institute of Statistics.
The index as of September 30, and June 30, 2018 were 165.2383 and 144.8053, respectively.
The index as of September 30, and June 30, 2019 were 253.7102 and 225.5370, 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 level 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 on 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 on the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign
F-13
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
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 profit or loss taking place upon such disposal.
2.5. Changes in accounting policies
The accounting policies adopted in the preparation of this unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the Consolidated financial statements as of June 30, 2019.
2.6. Changes in accounting estimates and judgments
· Fair value of Bioceres S.A. shares granted to Rizobacter’s management.
For equity-settled share-based payment transactions, the Group measures the goods or services received, and the corresponding increase in equity, directly, at their fair value unless it cannot be estimated reliably. If the Group cannot estimate reliably the fair value of the goods or services received, it measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. See Note 15.
There were no other significant changes in accounting estimates and judgments with respect to the Consolidated financial statements as of June 30, 2019.
3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB
The following new standards became applicable for the current reporting period and the Group had to change its accounting policies as a result of adopting the following standards:
IFRS 16 - Leases
IFRS 16 was issued in January 2016. It results in almost all leases being recognized on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases.
The new standard is effective for financial years commencing on or after January 1, 2019. See Note 16.
IFRIC 23 - Uncertainty over income tax treatments
In October 2017, the IASB issued IFRC 23. When there is uncertainty about income tax treatments, this interpretation addresses: (i) whether uncertain tax treatments should be considered separately or not; (ii) the assumptions made about the analysis of tax treatments by the tax authorities (it should be considered whether the tax authority is likely to accept an uncertain tax treatment assuming that said tax authority will examine such uncertain tax treatment); (iii) how an entity determines fiscal gain (tax loss), tax bases, unused taxes, unused tax credits and tax rates (probability of occurrence analysis); and (iv) how changes in the relevant facts and circumstances are considered.
The new standard is effective for years beginning on January 1, 2019. This standard does not have a material impact in the Group.
Amendments to IFRS 9 - Pre-payment features with negative compensation
The narrow-scope amendments made to IFRS 9 Financial Instruments in October 2017 enable entities to measure certain pre-payable financial assets with negative compensation at amortized cost. These assets, which include some loan and debt securities, would otherwise have to be measured at fair value through profit or loss. To qualify for amortized cost measurement, the negative compensation must be “reasonable compensation for early termination of the contract” and the asset must be held within a “held to collect” business model.
F-14
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.
Amendments to IAS 28 - Long-term interests in associates and joint ventures
The amendments clarify the accounting for long-term interests in an associate or joint venture, which in substance form a part of the net investment in the associate or joint venture, but to which equity accounting is not applied. Entities must account for such interests under IFRS 9 Financial Instruments before applying the loss allocation and impairment requirements in IAS 28 Investments in Associates and Joint Ventures.
The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.
Annual improvements to IFRS standards 2015-2017 cycle
The following improvements were finalized in December 2017:
IFRS 3 Business Combinations clarified that obtaining control of a business that is a joint operation is a business combination achieved in stages. IFRS 11 Joint Arrangements clarified that the party obtaining joint control of a business that is a joint operation should not remeasure its previously held interest in the joint operation. IAS 12 Disclosure of Interests in Other Entities clarified that the income tax consequences of dividends on financial instruments classified as equity should be recognized according to where the past transactions or events that generated distributable profits were recognized. IAS 23 Borrowing Costs clarified that, if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use or sale, it becomes part of general borrowings.
The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. This standard does not have material impact in the Group.
Amendments to IAS 19 - Plan amendment, curtailment or settlement
The amendments to IAS 19 Employee Benefits clarify the accounting for defined benefit plan amendments, curtailments and settlements. They confirm that entities must (i) calculate the current service cost and net interest for the remainder of the reporting period after a plan amendment, curtailment or settlement by using the updated assumptions from the date of the change; (ii) recognize any reduction in a surplus immediately in profit or loss, either as part of past service cost or as a gain or loss on settlement. In other words, a reduction in a surplus must be recognized in profit or loss even if that surplus was not previously recognized because of the impact of the asset ceiling; and (iii) separately recognize any changes in the asset ceiling through other comprehensive income.
The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.
Amendments to IAS 1 and IAS 8 - Definition of material
The IASB has made amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors which use a consistent definition of materiality throughout International Financial Reporting Standards and the Conceptual Framework for Financial Reporting, clarify when information is material and incorporate some of the guidance in IAS 1 about immaterial information. In particular, the amendments clarify (i) that the reference to obscuring information addresses situations in which the effect is similar to omitting or misstating that information, and that an entity assesses materiality in the context of the financial statements as a whole, and (ii) the meaning of “primary users of general-purpose financial statements” to whom those financial statements are directed, by defining them as “existing and potential investors, lenders and other creditors” that must rely on general purpose financial statements for much of the financial information they need.
The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.
F-15
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Amendments to IFRS 3 - Definition of business
The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term “outputs” is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes return in the form of lower costs and other economic benefits. The amendments will likely result in more acquisitions being accounted for as asset acquisitions.
The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.
Amendments to IFRS 10 and IAS 28 — Sale or contribution of assets between an investor and its associate or joint venture.
The IASB has made limited scope amendments to IFRS 10 Consolidated financial statements and IAS 28 Investments in associates and joint ventures. The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a business (as defined in IFRS 3 Business Combinations).
Where the non-monetary assets constitute a business, the investor will recognize the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognized by the investor only to the extent of the other investor´s is interests in the associate or joint venture. The amendments apply prospectively.
4. 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 growers begin planting their fields. With seed and integrated products business, the Group contract with growers and seed suppliers based upon our anticipated market demand. Generally, in 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 similar cycle to the seed cycle. The impact of seasonality and the resulting fluctuations in quarterly results may be moderated as we achieve our international expansion plans for seed business in geographies with contrasting seasons and climates.
5. INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
5.1. Cash and cash equivalents
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Cash and banks | | 5,496,780 | | 3,450,873 | |
| | 5,496,780 | | 3,450,873 | |
F-16
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
5.2. Other financial assets
| | 09/30/2019 | | 06/30/2019 | |
Current | | | | | |
Restricted short-term deposit | | 4,334,890 | | 4,327,275 | |
Other investments | | 515,017 | | 347,718 | |
Other marketable securities | | 6,275 | | 8,515 | |
| | 4,856,182 | | 4,683,508 | |
| | 09/30/2019 | | 06/30/2019 | |
Non-current | | | | | |
Shares of Bioceres S.A. | | 310,460 | | 374,685 | |
Other marketable securities | | 1,274 | | 1,728 | |
| | 311,734 | | 376,413 | |
5.3. Trade receivables
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Trade debtors | | 50,170,441 | | 48,910,484 | |
Allowance for impairment of trade debtors | | (3,127,333 | ) | (3,360,224 | ) |
Shareholders and other related parties (Note 13) | | 497,062 | | 467,743 | |
Allowance for impairment of shareholders and other related parties (Note 13) | | (31,036 | ) | (75,596 | ) |
Allowance for return of goods | | (591,155 | ) | (800,606 | ) |
Trade debtors - Parent company (Note 13) | | 439,219 | | 440,268 | |
Trade debtors - Joint ventures and associates (Note 13) | | 685,579 | | 2,369 | |
Discounted and deferred checks | | 9,605,206 | | 13,651,939 | |
| | 57,647,983 | | 59,236,377 | |
5.4. Other receivables
| | 09/30/2019 | | 06/30/2019 | |
Current | | | | | |
Taxes | | 2,033,618 | | 584,641 | |
Other receivables - Other related parties (Note 13) | | 2,617 | | 10,971 | |
Other receivables - Joint ventures and associates (Note 13) | | 251,061 | | 250,783 | |
Prepayments to suppliers | | 413,013 | | 496,001 | |
Reimbursements over exports | | 314,645 | | 366,594 | |
Prepaid expenses and other receivables | | 228,634 | | 213,597 | |
Miscellaneous | | 132,356 | | 59,242 | |
| | 3,375,944 | | 1,981,829 | |
F-17
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
| | 09/30/2019 | | 06/30/2019 | |
Non-current | | | | | |
Taxes | | 668,186 | | 681,168 | |
Reimbursements over exports | | 676,626 | | 878,470 | |
Miscellaneous | | 2,815 | | 672 | |
| | 1,347,627 | | 1,560,310 | |
5.5. Inventories
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Agrochemicals | | 52,537 | | 22,137 | |
Seeds and grains | | 421,972 | | 207,519 | |
Microbiological resale products | | 18,908,110 | | 13,894,018 | |
Microbiological products produced | | 8,913,861 | | 8,370,583 | |
Goods in transit | | 1,708,517 | | 751,737 | |
Supplies | | 5,565,058 | | 4,482,827 | |
Allowance for obsolescence | | (524,554 | ) | (406,818 | ) |
Agricultural product | | 206,872 | | 270,579 | |
| | 35,252,373 | | 27,592,582 | |
5.6. Property, plant and equipment
Property, plant and equipment as of September 30, 2019 and June 30, 2019 included the following:
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Gross carrying amount | | 51,672,596 | | 57,059,972 | |
Accumulated depreciation | | (10,839,230 | ) | (13,225,424 | ) |
Net carrying amount | | 40,833,366 | | 43,834,548 | |
1. Net carrying amount for each class of assets is as follows:
Class | | Net carrying amount 09/30/2019 | | Net carrying amount 06/30/2019 | |
Office equipment | | 181,951 | | 213,437 | |
Vehicles | | 1,227,356 | | 1,785,701 | |
Equipment and computer software | | 39,829 | | 123,472 | |
Fixtures and fittings | | 3,670,131 | | 4,737,396 | |
Machinery and equipment | | 5,162,835 | | 6,336,691 | |
Land and buildings | | 29,751,445 | | 29,969,237 | |
Buildings in progress | | 799,819 | | 668,614 | |
Total | | 40,833,366 | | 43,834,548 | |
F-18
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
2. Gross carrying amount as of September 30, 2019 is as follows:
| | Gross carrying amount | |
Class | | As of the beginning of year | | Additions | | Transfers | | Disposals | | Foreign currency translation | | Revaluation | | As of the end of period | |
Office equipment | | 629,119 | | 10,609 | | — | | — | | (103,437 | ) | — | | 536,291 | |
Vehicles | | 3,604,537 | | — | | (447,132 | ) | (75,781 | ) | (472,735 | ) | — | | 2,608,889 | |
Equipment and computer software | | 955,657 | | — | | (363,173 | ) | — | | (164,232 | ) | — | | 428,252 | |
Fixtures and fittings | | 6,438,430 | | 1,237 | | (384,766 | ) | — | | (1,099,340 | ) | — | | 4,955,561 | |
Machinery and equipment | | 10,233,501 | | 355,096 | | — | | — | | (1,976,892 | ) | — | | 8,611,705 | |
Land and buildings | | 34,530,114 | | 3,145 | | — | | — | | (5,782,697 | ) | 4,981,517 | | 33,732,079 | |
Buildings in progress | | 668,614 | | 249,591 | | — | | — | | (118,386 | ) | — | | 799,819 | |
Total | | 57,059,972 | | 619,678 | | (1,195,071 | ) | (75,781 | ) | (9,717,719 | ) | 4,981,517 | | 51,672,596 | |
3. Accumulated depreciation as of September 30, 2019 is as follows:
| | Depreciation | |
Class | | Accumulated as of the beginning of year | | Disposals/ Transfers | | Of the period | | Foreign currency translation | | Revaluation | | Accumulated as of the end of period | |
Office equipment | | 415,682 | | — | | 8,231 | | (69,573 | ) | — | | 354,340 | |
Vehicles | | 1,818,836 | | (238,516 | ) | 56,779 | | (255,566 | ) | — | | 1,381,533 | |
Equipment and computer software | | 832,185 | | (312,192 | ) | 4,835 | | (136,405 | ) | — | | 388,423 | |
Fixtures and fittings | | 1,701,034 | | (202,002 | ) | 73,338 | | (286,940 | ) | — | | 1,285,430 | |
Machinery and equipment | | 3,896,810 | | — | | 221,154 | | (669,094 | ) | — | | 3,448,870 | |
Land and buildings | | 4,560,877 | | — | | 156,069 | | (725,724 | ) | (10,588 | ) | 3,980,634 | |
Total | | 13,225,424 | | (752,710 | ) | 520,406 | | (2,143,302 | ) | (10,588 | ) | 10,839,230 | |
F-19
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
4. Gross carrying amount as of September 30, 2018 is as follows:
| | Gross carrying amount | |
Class | | As of the beginning of period | | Adjustments of opening net book amount for application of IAS 29 | | Additions | | Disposals | | Foreign currency translation | | Revaluation | | As of the end of period | |
Office equipment | | 243,948 | | 194,944 | | 11,713 | | (6,605 | ) | (162,867 | ) | — | | 281,133 | |
Vehicles | | 1,660,294 | | 623,032 | | 20,893 | | — | | (556,330 | ) | — | | 1,747,889 | |
Equipment and computer software | | 419,638 | | 299,670 | | 7,692 | | — | | (238,075 | ) | — | | 488,925 | |
Fixtures and fittings | | 3,826,665 | | 1,777,746 | | — | | — | | (1,513,426 | ) | — | | 4,090,985 | |
Machinery and equipment | | 5,404,029 | | 3,303,509 | | 33,146 | | (18,643 | ) | (2,333,061 | ) | — | | 6,388,980 | |
Land and buildings | | 33,026,981 | | 3,356,144 | | — | | — | | (10,199,207 | ) | 3,414,075 | | 29,597,993 | |
Buildings in progress | | 182,839 | | 96,409 | | 40,619 | | — | | (81,663 | ) | — | | 238,204 | |
Total | | 44,764,394 | | 9,651,454 | | 114,063 | | (25,248 | ) | (15,084,629 | ) | 3,414,075 | | 42,834,109 | |
5. Accumulated depreciation as of September 30, 2018 is as follows:
| | Depreciation | |
Class | | Accumulated as of the beginning of period | | Adjustments of opening net book amount for application of IAS 29 | | Disposals | | Of the period | | Foreign currency translation | | Revaluation | | Accumulated as of the end of period | |
Office equipment | | 49,129 | | 155,774 | | (3,116 | ) | 6,630 | | (101,875 | ) | — | | 106,542 | |
Vehicles | | 560,691 | | 293,553 | | — | | 83,682 | | (243,120 | ) | — | | 694,806 | |
Equipment and computer software | | 207,402 | | 300,560 | | — | | 11,391 | | (175,064 | ) | — | | 344,289 | |
Fixtures and fittings | | 318,582 | | 506,331 | | — | | 68,107 | | (275,299 | ) | — | | 617,721 | |
Machinery and equipment | | 937,736 | | 1,178,567 | | (9,580 | ) | 125,981 | | (829,110 | ) | — | | 1,403,594 | |
Land and buildings | | 2,513,708 | | 392,419 | | — | | 108,493 | | (1,192,222 | ) | 403,112 | | 2,225,510 | |
Total | | 4,587,248 | | 2,827,204 | | (12,696 | ) | 404,284 | | (2,816,690 | ) | 403,112 | | 5,392,462 | |
The depreciation charge is included in Notes 6.3 and 6.4.
Revaluation of property, plant and equipment
At a minimum, the Group updates their 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 September 30, 2019, the Group reviewed the valuations in order to determine the variations between the fair values and their book value taking into consideration the valuations made in June 2019. Valuations used to determine FV are expressed in US dollars which is the currency mainly used for this matter. Accordingly, since Rizobacter’s functional currency is Argentine peso the Group accounted a revaluation increase in the three-month period ended September 30, 2019 that was compensated with foreign currency translation. Management determined the property, plant and equipment’s value within a range of reasonable fair value estimates.
F-20
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
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.
5.7. Intangible assets
Intangible assets as of September 30, 2019 and June 30, 2019 included the following:
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Gross carrying amount | | 39,222,358 | | 45,848,737 | |
Accumulated amortization | | (5,660,526 | ) | (6,232,311 | ) |
Net carrying amount | | 33,561,832 | | 39,616,426 | |
1. Net carrying amount of each class of intangible assets is as follows:
Class | | Net carrying amount 09/30/2019 | | Net carrying amount 06/30/2019 | |
Seed and integrated products | | | | | |
Soybean HB4 | | 6,367,616 | | 6,120,336 | |
Ecoseed integrated products | | 2,215,150 | | 2,627,946 | |
Crop nutrition | | | | | |
Microbiological products | | 1,607,433 | | 2,208,117 | |
Other intangible assets | | | | | |
Trademarks and patents | | 6,550,050 | | 8,063,648 | |
Software | | 747,645 | | 994,723 | |
Customer loyalty | | 16,073,938 | | 19,601,656 | |
Total | | 33,561,832 | | 39,616,426 | |
2. Gross carrying amount as of September 30, 2019 is as follows:
| | Gross carrying amount | |
Class | | As of the beginning of year | | Additions | | Foreign currency translation | | As of the end of period | |
Seed and integrated products | | | | | | | | | |
Soybean HB4 | | 6,120,336 | | 247,280 | | — | | 6,367,616 | |
Ecoseed integrated products | | 2,627,946 | | 36,783 | | (449,579 | ) | 2,215,150 | |
Crop nutrition | | | | | | | | | |
Microbiological products | | 3,267,200 | | — | | (690,248 | ) | 2,576,952 | |
Other intangible assets | | | | | | | | | |
Trademarks and patents | | 9,810,822 | | — | | (1,678,399 | ) | 8,132,423 | |
Software | | 2,149,340 | | 14,247 | | (364,494 | ) | 1,799,093 | |
Customer loyalty | | 21,873,093 | | — | | (3,741,969 | ) | 18,131,124 | |
Total | | 45,848,737 | | 298,310 | | (6,924,689 | ) | 39,222,358 | |
F-21
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
3. Accumulated amortization as of September 30, 2019 is as follows:
| | Amortization | |
Class | | Accumulated as of beginning of year | | Of the period | | Foreign currency translation | | Accumulated as of the end of period | |
Crop nutrition | | | | | | | | | |
Microbiological products | | 1,059,083 | | 110,246 | | (199,810 | ) | 969,519 | |
Other intangible assets | | | | | | | | | |
Trademarks and patents | | 1,747,174 | | 134,099 | | (298,900 | ) | 1,582,373 | |
Software | | 1,154,617 | | 93,966 | | (197,135 | ) | 1,051,448 | |
Customer loyalty | | 2,271,437 | | 174,338 | | (388,589 | ) | 2,057,186 | |
Total | | 6,232,311 | | 512,649 | | (1,084,434 | ) | 5,660,526 | |
4. Gross carrying amount as of September 30, 2018 is as follows:
| | Gross carrying amount | |
Class | | As of the beginning of period | | Adjustments of opening net book amount for application of IAS 29 | | Additions | | Foreign currency translation | | As of the end of period | |
Seed and integrated products | | | | | | | | | | | |
Soybean HB4 | | 4,927,853 | | — | | 230,852 | | — | | 5,158,705 | |
Crop nutrition | | | | | | | | | | | |
Microbiological products | | 2,505,864 | | 192,658 | | 52,900 | | (668,350 | ) | 2,083,072 | |
Other intangible assets | | | | | | | | | | | |
Trademarks and patents | | 6,278,706 | | 3,005,387 | | — | | (1,884,375 | ) | 7,399,718 | |
Software | | 1,444,603 | | 1,484,407 | | — | | (832,444 | ) | 2,096,566 | |
Customer loyalty | | 13,998,289 | | 6,700,470 | | — | | (4,201,187 | ) | 16,497,572 | |
Total | | 29,155,315 | | 11,382,922 | | 283,752 | | (7,586,356 | ) | 33,235,633 | |
F-22
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
5. Accumulated amortization as of September 30, 2018 is as follows:
| | Amortization | |
Class | | Accumulated as of beginning of period | | Adjustments of opening net book amount for application of IAS 29 | | Of the period | | Foreign currency translation | | Accumulated as of the end of period | |
Crop nutrition | | | | | | | | | | | |
Microbiological products | | 383,380 | | 245,725 | | 64,518 | | (160,958 | ) | 532,665 | |
Other intangible assets | | | | | | | | | | | |
Trademarks and patents | | 704,024 | | 336,989 | | 122,018 | | (211,292 | ) | 951,739 | |
Software | | 495,293 | | 278,679 | | 72,705 | | (206,370 | ) | 640,307 | |
Customer loyalty | | 915,273 | | 438,107 | | 158,630 | | (274,691 | ) | 1,237,319 | |
Total | | 2,497,970 | | 1,299,500 | | 417,871 | | (853,311 | ) | 3,362,030 | |
The amortization charge is included in Notes 6.3 and 6.4.
5.8. Goodwill
The variations in goodwill occurred during the period corresponds to the result of inflation adjustment and conversion to presentation currency. There have not been goodwill impairment indicators.
Carrying amount of goodwill as of September 30, 2019 and June 30, 2019 is as follows:
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Rizobacter | | 19,355,824 | | 23,484,761 | |
Semya | | 5,238,758 | | 6,319,954 | |
| | 24,594,582 | | 29,804,715 | |
5.9. Right-of-use leased assets
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Right-of-use leased asset | | 951,342 | | — | |
| | 951,342 | | — | |
F-23
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
5.10. Trade and other payables
| | 09/30/2019 | | 06/30/2019 | |
Current | | | | | |
Trade creditors | | 40,107,786 | | 30,489,072 | |
Shareholders and other related parties (Note 13) | | 2,259,471 | | 1,796,932 | |
Trade creditors - Parent company (Note 13) | | 57,427 | | 1,568,036 | |
Trade creditors - Joint ventures and associates (Note 13) | | 10,297,315 | | 4,805,149 | |
Taxes | | 1,267,554 | | 1,475,410 | |
Consideration payment Semya acquisition (Note 13) | | 122,950 | | 122,950 | |
Miscellaneous | | 537,669 | | 320,945 | |
| | 54,650,172 | | 40,578,494 | |
| | | | | |
| | 09/30/2019 | | 06/30/2019 | |
Non-current | | | | | |
Consideration payment Semya acquisition (Note 13) | | 452,654 | | 452,654 | |
| | 452,654 | | 452,654 | |
5.11. Borrowings
| | 09/30/2019 | | 06/30/2019 | |
Current | | | | | |
Bank overdrafts | | 2,334,394 | | — | |
Bank borrowings | | 43,760,825 | | 46,467,308 | |
Corporate bonds | | 8,851,185 | | 8,416,768 | |
Discount checks | | 3,701,727 | | 5,807,303 | |
Net loans payables-Parents companies and related parties to Parents (Note 13) | | 6,200,999 | | 5,399,883 | |
Finance lease | | — | | 385,947 | |
| | 64,849,130 | | 66,477,209 | |
Non-current | | | | | |
Bank borrowings | | 12,538,549 | | 16,239,743 | |
Corporate bonds | | 8,013,915 | | 8,018,884 | |
Net loans payables-Parents companies and related parties to Parents (Note 13) | | 12,000,000 | | 12,358,024 | |
Finance lease | | — | | 462,870 | |
| | 32,552,464 | | 37,079,521 | |
The carrying value of some borrowings as of September 30, 2019 measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.
F-24
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
| | 09/30/2019 | |
| | Amortized cost | | Fair value | |
Current | | | | | |
Bank borrowings | | 43,760,825 | | 43,598,534 | |
Discount checks | | 3,701,727 | | 3,117,415 | |
Corporate Bonds | | 8,851,185 | | 7,831,149 | |
| | | | | |
Non-current | | | | | |
Bank borrowings | | 12,538,549 | | 11,316,051 | |
Corporate Bonds | | 8,013,915 | | 7,229,229 | |
The Group has met the capital and interest installments whose maturity was effective in the three-month period ended September 30, 2019. Covenant compliance is required to be measured annually.
On October 7, 2019, the Group made the payment of the first installment of the corporate bonds.
On October 15, 2019, the Company entered into a loan agreement with Arvesa Corp. and Bioceres LLC, its controlling shareholder, as lenders. The facility is for an amount of up to US$20 million, of which US$15 million has been drawdown as of the date of this report. Drawdown capital and capitalized interest are due after 24 months of the date of the loan agreement. Cash interest will be paid quarterly at a 15% rate. The portion of the loan funded by Arvesa is guaranteed by Bioceres S.A. and Bioceres LLC.
Net loans payables-Parents companies and related parties to Parents
Financial assets (other receivables from the controlling entities (“Parents”) and related parties to Parents) and liabilities (loans payable to Parents companies) are offset and the net amount is reported in the Statement of Financial Position where the Company currently has a legally enforceable right to offset the recognized amounts, and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
The following table presents the recognized financial instruments that are offset:
Parents companies and related parties to Parents | | Gross amounts | | Gross amounts set off in the Statement of Financial Position | | Net amounts presented in the Statement of Financial Position | |
Current other receivables | | 16,456,681 | | (16,456,681 | ) | — | |
Total current assets | | 16,456,681 | | (16,456,681 | ) | — | |
Current borrowings | | (22,657,680 | ) | 16,456,681 | | (6,200,999 | ) |
Total current liabilities | | (22,657,680 | ) | 16,456,681 | | (6,200,999 | ) |
Non-current borrowings | | (12,000,000 | ) | — | | (12,000,000 | ) |
Total non-current liabilities | | (12,000,000 | ) | — | | (12,000,000 | ) |
F-25
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
5.12. Employee benefits and social security
| | 09/30/2019 | | 06/30/2019 | |
Current | | | | | |
Salaries and social security | | 983,163 | | 1,563,581 | |
Staff incentives and vacations | | 2,373,080 | | 1,481,384 | |
Key management personnel (Note 13) | | 2,202,554 | | 2,312,253 | |
| | 5,558,797 | | 5,357,218 | |
| | | | | |
Non-current | | | | | |
Key management personnel (Note 13) | | 133,561 | | — | |
| | 133,561 | | — | |
5.13. Deferred revenue and advances from customers
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Advances from customers | | 7,123,328 | | 1,074,463 | |
| | 7,123,328 | | 1,074,463 | |
5.14. Financed payment- Acquisition of business
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Financed payment to sellers | | 2,925,593 | | 2,826,611 | |
| | 2,925,593 | | 2,826,611 | |
In October 2019, the remaining installment was paid, thus there is not outstanding debt from financed payment to sellers of Rizobacter.
5.15. Lease liabilities
| | 09/30/2019 | | 06/30/2019 | |
Current | | | | | |
Lease liability | | 729,356 | | — | |
| | 729,356 | | — | |
Non-current | | | | | |
Lease liability | | 536,854 | | — | |
| | 536,854 | | — | |
F-26
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
5.16. Provisions
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Provisions for contingencies | | 307,394 | | 439,740 | |
| | 307,394 | | 439,740 | |
There are not expected reimbursements related to the provisions.
5.17. Private warrants
| | 09/30/2019 | | 06/30/2019 | |
| | | | | |
Private warrants | | 4,592,031 | | 2,861,511 | |
| | 4,592,031 | | 2,861,511 | |
As of June 30, 2019, the fair value of the private warrants using a share price of $5.30 and risk-free rate of 1.7631%, decreased to $2.8 million and the Group recognized a finance gain of $0.6 million.
As of September 30, 2019, the fair value of the private warrants using a share price of $6.45 and risk-free rate of 1.55%, increased to $4.6 million and the Group recognized a finance loss of $1.7 million.
6. INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6.1. Revenues
| | 09/30/2019 | | 09/30/2018 | |
| | | | | |
Sale of goods and services | | 35,315,885 | | 29,280,109 | |
Royalties | | 913,935 | | 325,636 | |
| | 36,229,820 | | 29,605,745 | |
Transactions of sales of goods and services with joint ventures, shareholders and other related parties are reported in Note 13.
F-27
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.2. Cost of sales
Item | | 09/30/2019 | | 09/30/2018 | |
Inventories as of the beginning of the period | | 27,592,582 | | 19,366,001 | |
Adjustment of opening net book amount for the application of IAS 29 | | — | | 4,273,416 | |
Purchases of the period | | 29,556,840 | | 20,950,020 | |
Production costs | | 3,205,416 | | 2,094,206 | |
Foreign currency translation | | (4,757,391 | ) | (7,094,698 | ) |
Subtotal | | 55,597,447 | | 39,588,945 | |
Inventories as of the end of the period | | (35,252,373 | ) | (25,089,935 | ) |
Cost of sales | | 20,345,074 | | 14,499,010 | |
6.3. R&D classified by nature
Item | | Research and development expenses 09/30/2019 | | Research and development expenses 09/30/2018 | |
Amortization intangible assets | | 244,345 | | 212,895 | |
Import and export expenses | | 2,028 | | 2,230 | |
Depreciation property, plant and equipment | | 41,396 | | 40,326 | |
Employee benefits and social securities | | 320,419 | | 387,965 | |
Taxes | | 200 | | 1,139 | |
Maintenance | | 6,337 | | 6,076 | |
Energy and fuel | | 19,260 | | 15,375 | |
Supplies and materials | | 154,792 | | 341,186 | |
Mobility and travel | | 18,112 | | 9,806 | |
Stock options-based incentive | | — | | 3,804 | |
Professional fees and outsourced services | | 5,595 | | 16,456 | |
Professional fees related parties | | 381,453 | | — | |
Office supplies | | 3,451 | | 7,163 | |
Insurance | | 883 | | 1,583 | |
Depreciation of leased assets | | 2,909 | | — | |
Miscellaneous | | 2,559 | | 2,488 | |
Total | | 1,203,739 | | 1,048,492 | |
| | 09/30/2019 | | 09/30/2018 | |
| | | | | |
R&D Capitalized (Note 5.7) | | 284,063 | | 283,752 | |
R&D profit and loss | | 1,203,739 | | 1,048,492 | |
Total | | 1,487,802 | | 1,332,244 | |
% of total revenue | | 1.84 | % | 4.50 | % |
F-28
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.4. Expenses classified by nature and function
Item | | Production costs | | Selling, general and administrative expenses | | Total 09/30/2019 | |
Amortization intangible assets | | — | | 268,304 | | 268,304 | |
Analysis and storage | | 4,998 | | 404 | | 5,402 | |
Commissions and royalties | | 484,687 | | 141,735 | | 626,422 | |
Bank expenses and commissions | | — | | 4,623 | | 4,623 | |
Import and export expenses | | 47,235 | | 290,014 | | 337,249 | |
Depreciation property, plant and equipment | | 296,024 | | 182,986 | | 479,010 | |
Depreciation of leased assets | | 82,425 | | 37,732 | | 120,157 | |
Impairment of receivables | | — | | 247,027 | | 247,027 | |
Freight and haulage | | 160,505 | | 713,048 | | 873,553 | |
Employee benefits and social securities | | 1,267,948 | | 3,128,384 | | 4,396,332 | |
Maintenance | | 83,000 | | 139,664 | | 222,664 | |
Energy and fuel | | 113,685 | | 20,397 | | 134,082 | |
Supplies and materials | | 90,416 | | 79,230 | | 169,646 | |
Mobility and travel | | 8,652 | | 433,134 | | 441,786 | |
Publicity and advertising | | — | | 336,481 | | 336,481 | |
Share-based incentives | | 66,475 | | 731,230 | | 797,705 | |
Professional fees and outsourced services | | 229,187 | | 490,761 | | 719,948 | |
Professional fees related parties | | — | | 22,022 | | 22,022 | |
Office supplies | | 16,255 | | 83,599 | | 99,854 | |
Insurance | | 24,027 | | 177,877 | | 201,904 | |
Information Technology expense | | — | | 188,496 | | 188,496 | |
Obsolescence | | 212,499 | | — | | 212,499 | |
Taxes | | 11,570 | | 914,381 | | 925,951 | |
Miscellaneous | | 5,828 | | 53,382 | | 59,210 | |
Total | | 3,205,416 | | 8,684,911 | | 11,890,327 | |
F-29
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Item | | Production costs | | Selling, general and administrative expenses | | Total 09/30/2018 | |
Amortization intangible assets | | — | | 204,976 | | 204,976 | |
Analysis and storage | | 125,659 | | 40,439 | | 166,098 | |
Commissions and royalties | | 298,478 | | 50,462 | | 348,940 | |
Bank expenses and commissions | | — | | 6,444 | | 6,444 | |
Import and export expenses | | 9,566 | | 245,859 | | 255,425 | |
Depreciation property, plant and equipment | | 245,762 | | 118,196 | | 363,958 | |
Impairment of receivables | | — | | (9,067 | ) | (9,067 | ) |
Freight and haulage | | 25,448 | | 334,319 | | 359,767 | |
Employee benefits and social securities | | 890,475 | | 2,741,959 | | 3,632,434 | |
Maintenance | | 78,896 | | 60,533 | | 139,429 | |
Energy and fuel | | 74,815 | | 117,615 | | 192,430 | |
Supplies and materials | | 56,927 | | 49,352 | | 106,279 | |
Mobility and travel | | 7,570 | | 281,930 | | 289,500 | |
Publicity and advertising | | — | | 296,226 | | 296,226 | |
Contingencies | | — | | (5,047 | ) | (5,047 | ) |
Professional fees and outsourced services | | — | | 333,472 | | 333,472 | |
Professional fees related parties | | — | | 122,764 | | 122,764 | |
Office supplies | | 1,672 | | 62,023 | | 63,695 | |
Insurance | | 14,571 | | 95,953 | | 110,524 | |
Information Technology expense | | — | | 108,476 | | 108,476 | |
Obsolescence | | 213,534 | | — | | 213,534 | |
Taxes | | 4,595 | | 732,009 | | 736,604 | |
Miscellaneous | | 46,238 | | 91,592 | | 137,830 | |
Total | | 2,094,206 | | 6,080,485 | | 8,174,691 | |
6.5. Finance results
| | 09/30/2019 | | 09/30/2018 | |
Finance income | | | | | |
Interest generated by assets | | 611,709 | | 69,439 | |
| | 611,709 | | 69,439 | |
| | | | | |
Finance costs | | | | | |
Interest generated by liabilities with the parent | | (775,360 | ) | (7,054 | ) |
Interest generated by liabilities | | (4,906,728 | ) | (4,105,171 | ) |
Financial commissions | | (251,071 | ) | (296,405 | ) |
Other financial loss | | (5,584 | ) | (693,038 | ) |
| | (5,938,743 | ) | (5,101,668 | ) |
Other finance results | | | | | |
Exchange differences generated by assets | | 22,298,100 | | 17,006,391 | |
Exchange differences generated by liabilities | | (33,810,938 | ) | (30,067,855 | ) |
Changes in fair value of financial assets or liabilities and other financial results | | (1,690,845 | ) | 71,276 | |
Net gain of inflation effect on monetary items | | 2,133,670 | | 4,286,763 | |
| | (11,070,013 | ) | (8,703,425 | ) |
| | | | | |
Total net finance results | | (16,397,047 | ) | (13,735,654 | ) |
F-30
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
7. LOSS PER SHARE
The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:
| | 09/30/2019 | | 09/30/2018 | |
Numerator | | | | | |
Loss for the period (basic EPS) | | (7,050,377 | ) | (2,618,445 | ) |
Loss for the period (diluted EPS) | | (7,050,377 | ) | (2,618,445 | ) |
Denominator | | | | | |
Weighted average number of shares (basic EPS) | | 36,120,517 | | 36,120,517 | |
Weighted average number of shares (diluted EPS) | | 36,120,517 | | 36,120,517 | |
| | | | | |
Basic and diluted loss attributable to ordinary equity holders of the parent | | (0.20 | ) | (0.07 | ) |
The 27,116,174 shares issued to Bioceres LLC in exchange of its Bioceres Inc Crop Business and its equity interest in Bioceres Semillas, together with the 119,443 shared issued to exercise the Bioceres Semillas’ tag along and the 862,500 shares received by Bioceres LLC from the original founders of Union, were considered retrospectively in the EPS calculations. The denominators used in the EPS calculation assume those events have occurred at the beginning of the earliest period presented.
Warrants outstanding were not included in the EPS calculations for the three-month period ended September 30, 2019 and 2018 because they were anti-dilutive securities in those periods.
There are neither ordinary shares transactions nor potential ordinary shares transactions that have occurred after September 30, 2019 that would have changed significantly the number of ordinary shares or potential ordinary shares outstanding at the end of the reporting period.
8. INFORMATION ABOUT UNAUDITED INTERIM CONDENSED CONSOLIDATED COMPONENTS OF EQUITY
8.1. Parent company investment
The Group has recognized the contribution of assets and (liabilities) made by the shareholders into the Company, until the merger was consummated, as share premium decrease as follows:
| | 09/30/2019 | | 09/30/2018 | |
| | | | | |
Intangible contributed | | — | | 230,853 | |
Incorporation of financial debt(*) | | — | | (8,144,018 | ) |
| | — | | (7,913,165 | ) |
(*) Financial debt taken by the Group in connect with Rizobacter acquisition
F-31
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
8.2. Share capital
The 27,116,174 shares issued to Bioceres LLC in exchange of its Bioceres Inc Crop Business and its equity interest in Bioceres Semillas, together with the 119,443 shares issued to exercise the Bioceres Semillas’ tag-along and the 862,500 shares received by Bioceres LLC from the original founders of Union, were considered retrospectively in issued capital based on the assumption of those events have occurred at the beginning of the earliest period presented.
8.3. Shares summary
As of the date of this financial statement, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 36,120,517 ordinary shares issued and outstanding, (iii) 1,000,000 preference shares ($0.0001 par value) authorized, (iv) no preference shares issued and outstanding, (v) 12,700,000 private placement warrants outstanding (5,200,000 of which were issued in connection with Union’s IPO and 7,500,000 of which were issued in connection with the merger) classified as liability (Note 5.17) and (vi) 11,500,000 public warrants outstanding. Public warrants were classified as equity and its consideration was included in the “Share Premium” column.
Holders of the ordinary shares are entitled to one vote for each ordinary share.
8.4. Non-controlling interests
There were no dividends paid to non-controlling interest in the period ended September 30, 2019 and 2018.
9. CASH FLOW INFORMATION
Significant non-cash transactions related to investment and financing activities are as follows:
| | 09/30/2019 | | 09/30/2018 | |
Investment activities | | | | | |
Investment in kind in other related parties (Note 13) | | 280,742 | | — | |
Right-of-use leased asset | | 175,563 | | — | |
Non-monetary contributions in joint ventures (Note 10) | | — | | 122,160 | |
| | 456,305 | | 122,160 | |
| | | | | |
| | 09/30/2019 | | 09/30/2018 | |
Financing activities | | | | | |
Parent company investment | | — | | (7,913,165 | ) |
| | — | | (7,913,165 | ) |
10. JOINT VENTURES AND ASSOCIATES
| | 09/30/2019 | | 06/30/2019 | |
Liabilities | | | | | |
Trigall Genetics S.A. | | 2,247,634 | | 1,970,903 | |
| | 2,247,634 | | 1,970,903 | |
F-32
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
| | 09/30/2019 | | 06/30/2019 | |
Assets | | | | | |
Synertech Industrias S.A. | | 21,853,532 | | 25,297,376 | |
Indrasa Biotecnología S.A. | | 28,325 | | 23,652 | |
| | 21,881,857 | | 25,321,028 | |
Changes in joint ventures and associates’ investments:
| | 09/30/2019 | | 09/30/2018 | |
| | | | | |
As of the beginning of the period | | 23,350,125 | | 17,059,757 | |
Adjustment of opening net book amount for the application of IAS 29 | | — | | 8,206,634 | |
Monetary contributions | | — | | 116,230 | |
Non-monetary contributions | | — | | 122,160 | |
Loss of control of Indrasa Biotecnología S.A. | | — | | 10,591 | |
Revaluation of property, plant and equipment | | 561,721 | | 562,268 | |
Foreign currency translation | | (4,335,170 | ) | (5,734,527 | ) |
Share of profit or loss | | 57,547 | | 80,156 | |
As of the end of the period | | 19,634,223 | | 20,423,269 | |
Share of profit or loss of joint ventures and associates:
| | 09/30/2019 | | 09/30/2018 | |
| | | | | |
Trigall Genetics S.A. | | (276,731 | ) | (74,079 | ) |
Semya S.A. | | — | | (27,083 | ) |
Synertech Industrias S.A. | | 325,509 | | 174,251 | |
Indrasa Biotecnología S.A. | | 8,769 | | 7,067 | |
| | 57,547 | | 80,156 | |
11. SEGMENT INFORMATION
The following tables present information with respect to the Group´s reporting segments:
Period ended September 30, 2019 | | Seed and integrated products | | Crop protection | | Crop nutrition | | Consolidated | |
| | | | | | | | | |
Revenues | | | | | | | | | |
Sale of goods and services | | 4,593,675 | | 17,953,168 | | 12,769,042 | | 35,315,885 | |
Royalties | | 913,935 | | — | | — | | 913,935 | |
Others | | | | | | | | | |
Government grants | | 21,838 | | — | | — | | 21,838 | |
Total revenues | | 5,529,448 | | 17,953,168 | | 12,769,042 | | 36,251,658 | |
| | | | | | | | | |
Cost of sales | | (2,624,920 | ) | (10,205,476 | ) | (7,514,678 | ) | (20,345,074 | ) |
Gross margin per segment | | 2,904,528 | | 7,747,692 | | 5,254,364 | | 15,906,584 | |
% | | 53 | % | 43 | % | 41 | % | 44 | % |
F-33
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Period ended September 30, 2018 | | Seed and integrated products | | Crop protection | | Crop nutrition | | Combined | |
| | | | | | | | | |
Revenues | | | | | | | | | |
Sale of goods and services | | 6,205,533 | | 14,673,792 | | 8,400,784 | | 29,280,109 | |
Royalties | | 325,636 | | | | | | 325,636 | |
Others | | | | | | | | | |
Government grants | | 6,479 | | | | | | 6,479 | |
Total revenues | | 6,537,648 | | 14,673,792 | | 8,400,784 | | 29,612,224 | |
| | | | | | | | | |
Cost of sales | | (2,190,036 | ) | (7,349,496 | ) | (4,959,478 | ) | (14,499,010 | ) |
Gross margin per segment | | 4,347,612 | | 7,324,296 | | 3,441,306 | | 15,113,214 | |
% | | 67 | % | 50 | % | 41 | % | 51 | % |
12. FINANCIAL INSTRUMENTS — RISK MANAGEMENT
The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of September 30, 2019 and June 30, 2019.
| | Amortized cost | | Mandatorily measured at fair value through profit or loss | |
Financial asset | | 09/30/2019 | | 06/30/2019 | | 09/30/2019 | | 06/30/2019 | |
Cash and cash equivalents | | 5,496,780 | | 3,450,873 | | — | | — | |
Other financial assets | | 4,646,624 | | 4,703,688 | | 521,292 | | 356,233 | |
Trade receivables | | 57,647,983 | | 59,236,377 | | — | | — | |
Other receivables(*) | | 1,380,120 | | 1,566,732 | | — | | — | |
Total | | 69,171,507 | | 68,957,670 | | 521,292 | | 356,233 | |
(*) Advances expenses and tax balances are not included.
| | Amortized cost | | Mandatorily measured at fair value through profit or loss | |
Financial liability | | 09/30/2019 | | 06/30/2019 | | 09/30/2019 | | 06/30/2019 | |
Trade Payables and other payables | | 55,102,826 | | 41,031,148 | | — | | — | |
Borrowings | | 97,401,594 | | 103,556,730 | | — | | — | |
Employee benefits and social security | | 5,692,358 | | 5,357,218 | | — | | — | |
Financed payment - Acquisition of business | | 2,925,593 | | 2,826,611 | | — | | — | |
Warrants | | — | | — | | 4,592,031 | | 2,861,511 | |
Total | | 161,122,371 | | 152,771,707 | | 4,592,031 | | 2,861,511 | |
F-34
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Financial instruments measured at fair value
Measurement at fair value at 09/30/2019 | | Level 1 | | Level 2 | | Level 3 | |
| | | | | | | |
Financial assets at fair value | | | | | | | |
Other financial assets | | 521,292 | | — | | — | |
| | | | | | | |
Financial liabilities valued at fair value | | | | | | | |
Private warrants | | — | | — | | 4,592,031 | |
| | | | | | | |
Measurement at fair value at 06/30/2019 | | Level 1 | | Level 2 | | Level 3 | |
| | | | | | | |
Financial assets at fair value | | | | | | | |
Other financial assets | | 356,233 | | — | | — | |
| | | | | | | |
Financial liabilities valued at fair value | | | | | | | |
Private warrants | | — | | — | | 2,861,511 | |
Estimation of fair value
The fair value of marketable securities is calculated using the market approach using 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.
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 of the entity 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 model and inputs used to value the Private warrants at its fair value is mentioned in Note 5.17. The sensitivity analysis was based on a 5% change in the volatility of instrument. These change in isolation would have increased / decreased the amount of the financial liability by $2.6 million and $0.9 million if the volatility was 37% or 27%, respectively.
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, certain other financial assets, trade payables and other payables, borrowings, employee benefits and social security and financed payments.
The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.11).
F-35
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
13. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS
During the period ended September 30, 2019 and 2018 the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:
| | | | Amount of the transactions of the period ended | |
Party | | Transaction type | | 09/30/2019 | | 09/30/2018 | |
Joint ventures and associates | | Sales and services | | 1,756,979 | | 33,304 | |
Joint ventures and associates | | Purchases of goods and services | | (6,153,969 | ) | (4,075,892 | ) |
Joint ventures and associates | | Equity contributions | | — | | 238,390 | |
Joint ventures and associates | | Net loans granted / (cancelled) | | 95,882 | | — | |
Key management personnel | | Salaries, social security benefits and other benefits | | (1,270,043 | ) | (595,921 | ) |
Key management personnel | | Interest gain | | 11,084 | | — | |
Shareholders and other related parties | | Sales of goods and services | | 144,210 | | 166,551 | |
Shareholders and other related parties | | Purchases of goods and services | | (153,693 | ) | (172,285 | ) |
Shareholders and other related parties | | In-kind contributions | | 280,742 | | — | |
Parent company | | Interest gain/(lost) | | 316,928 | | (7,054 | ) |
Parent company | | Purchases of goods and services | | (88 | ) | (22,140 | ) |
Total | | | | (4,971,968 | ) | (4,435,047 | ) |
| | | | Amounts receivable from related parties | |
Party | | Transaction type | | 09/30/2019 | | 06/30/2019 | |
Parent company | | Trade debtors | | 439,219 | | 440,268 | |
Shareholders and other related parties | | Trade receivables | | 497,062 | | 467,743 | |
Shareholders and other related parties | | Allowance for impairment | | (31,036 | ) | (75,596 | ) |
Other receivables - Other related parties | | Other receivables | | 2,617 | | 10,971 | |
Joint ventures and associates | | Trade debtors | | 685,579 | | 2,369 | |
Joint ventures and associates | | Other receivables | | 251,061 | | 250,783 | |
Total | | | | 1,844,502 | | 1,096,538 | |
F-36
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 | | 09/30/2019 | | 06/30/2019 | |
Parent company | | Trade creditors | | (57,427 | ) | (1,568,036 | ) |
Parents companies and related parties to Parents | | Net loans payables | | (18,200,999 | ) | (17,757,907 | ) |
Parent company | | Consideration payment Semya acquisition | | (575,604 | ) | (575,604 | ) |
Key management personnel | | Salaries, social security benefits and other benefits | | (1,147,121 | ) | (2,312,253 | ) |
Shareholders and other related parties | | Trade and other payables | | (2,259,471 | ) | (1,796,932 | ) |
Joint ventures and associates | | Trade and other payables | | (10,297,315 | ) | (4,805,149 | ) |
Total | | | | (32,537,937 | ) | (28,815,881 | ) |
14. KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation of directors and other members of key management personnel, including social contributions and other benefits, was as follows for the period ended September 30, 2019 and 2018.
| | 09/30/2019 | | 09/30/2018 | |
| | | | | |
Salaries, social security and other benefits | | 1,270,043 | | 595,921 | |
Total | | 1,270,043 | | 595,921 | |
15. SHARE-BASED PAYMENTS
On August 7, 2019, pursuant to the listing of Bioceres Crop Solutions Corp. on the NYSE American, the Board of Directors of Bioceres S.A., approved the cancellation of the stock grant incentive plan of Bioceres S.A. for Rizobacter Senior Management. At the same date, the Board of Directors of Bioceres S.A. approved the issuance of 36,000 ordinary shares to each of the members of the Rizobacter Senior Management team. An expense was recorded for the fair value of shares received.
The shares issued by Bioceres S.A. were valued at measurement date at $5.53 per share as described in Note 2.6.
16. LEASES
As mentioned in Note 3, the Group began applying IFRS 16 and recognized the cumulative initial effect as an adjustment to the opening equity at the date of initial application. The comparative information was not restated.
The Group recognized a right-of-use asset and a lease liability.
The right-of-use asset was initially measured at the amount of the lease liability plus initial direct costs incurred adjusted from pre-payments made related to the lease. The right-of-use asset was measured at cost less accumulated depreciation and accumulated impairment
F-37
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
The lease liability was initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate could not be readily determined, the Group use its incremental borrowing rate. The lease liability is subsequently remeasured to reflect changes. This remeasurements are treated as adjustments to the right-of-use asset.
In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: (i) the use of a single discount rate to a portfolio of leases with reasonably similar characteristics, (ii) reliance on previous assessments on whether leases are onerous, (iii) the accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-term leases, (iv) the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and (v) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
The information about the right of use and liabilities related with lease assets, are as follows:
Right-of-use leased asset | | 09/30/2019 | |
Cost | | | |
Book value at the beginning of the period | | — | |
Additions for initial application of IFRS 16 | | 1,767,149 | |
Book value at the end of the period | | 1,767,149 | |
| | | |
Depreciation | | | |
Accumulated depreciation at the beginning of the period | | 692,741 | |
Depreciation of the period | | 123,066 | |
Accumulated depreciation at the end of the period | | 815,807 | |
Total | | 951,342 | |
Lease liability | | 09/30/2019 | |
Book value at the beginning of the period | | — | |
Additions for initial application of IFRS 16 | | 1,767,149 | |
Interest expenses, exchange differences and inflation effects | | (377,446 | ) |
Payments of the period | | (123,493 | ) |
Total | | 1,266,210 | |
Lease Liabilities | | 09/30/2019 | |
Non-current | | 536,854 | |
Current | | 729,356 | |
Total | | 1,266,210 | |
17. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
In order to guarantee the obligations assumed on the Syndicated loan (incorporated in Bank borrowings in Note 5.11), Rizobacter signed and granted a pledge of a fixed term certificate constituted on September 11, 2017, and extended on September 9, 2019 for $4.3 million disclosed as “Restricted short-term deposit” in “Other financials assets” (Note 5.2).
As of September 30, 2019, Rizobacter had $2.7 million of debt secured by checks from customers.
F-38
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosed made in the Consolidated financial statement as of June 30, 2019.
18. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Subsequent to September 30, 2019, there have been no other 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-39