INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | 6. INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 6.1. Cash and cash equivalents 12/31/2020 06/30/2020 Cash at bank and on hand 4,633,470 4,813,012 Mutual funds 14,496,736 22,346,409 19,130,206 27,159,421 6.2. Other financial assets 12/31/2020 06/30/2020 Current Restricted short-term deposits 5,052,295 4,390,458 US Treasury bills 7,316,388 7,768,410 Other investments 4,561,531 16,640,965 16,930,214 28,799,833 12/31/2020 06/30/2020 Non-current Shares of Bioceres S.A. 322,625 321,705 Other marketable securities 8,054 998 330,679 322,703 6.3. Trade receivables 12/31/2020 06/30/2020 Current Trade debtors 67,157,349 53,047,035 Allowance for impairment of trade debtors (3,824,980) (3,886,832) Shareholders and other related parties (Note 15) 240,954 1,090,004 Allowance for impairment of shareholders and other related parties (Note 15) (378) (768) Allowance for credit notes to be issued (1,527,419) (2,285,197) Trade debtors - Parent company (Note 15) 8,337 — Trade debtors - Joint ventures and associates (Note 15) — 120,992 Deferred checks 22,599,241 25,461,399 84,653,104 73,546,633 Non-current Trade debtors 292,067 — 292,067 — 6.4. Other receivables 12/31/2020 06/30/2020 Current Taxes 2,417,921 2,205,342 Other receivables - Other related parties (Note 15) 1,759 2,102 Other receivables - Parents companies and related parties to Parents (Note 15) 815,770 102,069 Other receivables - Joint ventures and associates (Note 15) 1,603,878 1,562,340 Prepayments to suppliers 2,373,254 379,914 Prepayments to suppliers - Shareholders and other related parties (Note 15) — 81,737 Reimbursements over exports 29,083 29,077 Prepaid expenses and other receivables 275,658 128,650 Loans receivable 230,000 230,000 Miscellaneous 42,550 49,441 7,789,873 4,770,672 12/31/2020 06/30/2020 Non-current Taxes 413,615 328,701 Reimbursements over exports 1,492,547 1,293,958 Miscellaneous — 80,914 1,906,162 1,703,573 6.5. Inventories 12/31/2020 06/30/2020 Agrochemicals 133,794 356,489 Seeds and grains 6,860,569 1,300,998 Microbiological resale products 17,420,918 13,486,668 Microbiological products produced 11,165,788 8,079,553 Goods in transit 1,922,081 1,292,239 Supplies 5,429,648 5,930,471 Allowance for obsolescence (1,277,389) (1,107,870) 41,655,409 29,338,548 6.6. Biological assets 12/31/2020 06/30/2020 Biological assets 10,554,349 965,728 10,554,349 965,728 Changes in biological assets Soybean Corn Wheat Barley EcoSoy EcoWheat 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 Soybean Corn Wheat Barley Total Beginning of the period 237,723 32,856 — — 270,579 Initial recognition and changes in the fair value of biological assets 205,730 255,674 209,801 48,138 719,343 Cost incurred during the period 293,416 187,807 161,713 46,378 689,314 Exchange differences (99,425) (29,004) (14,312) 379 (142,362) Decrease due to harvest / disposals (241,542) (54,501) (63,507) (48,978) (408,528) Period ended December 31, 2019 395,902 392,832 293,695 45,917 1,128,346 HB4 ® Program Bioceres’ HB4 Program is an identity-preserved production system for growing drought-tolerant soybean and wheat. It has multiple objectives, which include expanding Bioceres’ seed inventories, allowing growers to field test Bioceres’ HB4 technology, providing fields for product demonstrations and validating the products’ regional positioning. HB4 seed varieties produced through the program will be commercialized as an integrated product, the EcoSeed. The seed treatment process to produce EcoSeeds utilizes customized microbial solutions for seed nutrition and protection, including biological fungicides. For soybean EcoSeed products, nitrogen fixing bacteria (inoculants) are also integrated, including stress-tolerant formulations that are also optimized for drought-prone agricultural areas. In addition to providing EcoSeeds for planting, the HB4 program comprises Bioceres’ next-generation crop nutrition and protection technologies for growing EcoWheat and EcoSoy, The HB4 program also includes digital apps that give growers access to satellite-based images and data for monitoring crop health, soil conditions and weather, information that helps optimize crop yields. On top of generating extensive and detailed datasets from each grower’s HB4 production fields that are monitored via these digital apps, Bioceres is applying and leveraging data science and blockchain technology to other areas of agriculture’s value chain, such as crop storage, logistics and processing, in order to guarantee HB4 identity and complete farm-to-fork traceability. The identity-preserved HB4 Program to produce EcoSeeds utilizes service contracts with growers who are committed to preserving the identity of the HB4 crop under a full-seed production offtake agreement, which includes best environmental farming practices, such as no-till agriculture. Under these agreements, Bioceres contributes EcoSeed and the other aforementioned goods (“Contributed goods”) to growers for a pre-agreed price (based on prevailing market prices), which are deduced from the service fees to paid to growers at the time of harvest for the seed multiplication services provided. As part of the transaction described in Note 4, Bioceres acquired full ownership of the HB4 Soybean inventory. HB4 program for EcoSoy had been produced jointly with Arcadia in Verdeca. For the period ended December 31, 2020, the Contributed goods for HB4 Program amounted to $3.6 million with gross margin of approximately 60%. Joint operation with Espartina S.A. On September 1, 2020, Rizobacter Argentina S.A., a subsidiary of the Company, entered into an agreement with Espartina S.A. (“Espartina”) to share its business of producing grain crops. The joint operation is classified as a joint agreement as established in IFRS 11, while the parties are entitled to the assets and obligations over the related liabilities. Rizobacter Argentina S.A. recognizes as a joint operator, in relation to its participation, assets, liabilities, income and expenses. The production obtained is distributed according to the contributions made by each party. The in-kind contributions made during the period amount to $921,390 (Note 15). Each party decides the means of commercialization and the destination of the grains produced. Under the agreement, Rizobacter provides inputs and money necessary for producing the grains and according to the established participation percentages. For its participation, Espartina contributes all cultivation practices in fields, inputs not provided by Rizobacter, and all administrative expenses related to production. 6.7. Other assets 12/31/2020 06/30/2020 Other assets 5,000,000 — 5,000,000 — As mentioned in Note 4, the licenses of wheat varieties acquired from Arcadia are subject to clearances by third parties. They are subject to ROFO, ROFR and certain permission rights that third parties may claim. If this were the case for any of them individually, the license on the claimed technology would not materialize and Arcadia shall, at its sole discretion, either (a) deliver to Bioceres a payment of $5 million in cash, or (b) instruct Bioceres to exercise its pledge rights over 625,000 shares, part of those that were delivered as consideration of payment at closing. Nevertheless, Bioceres would keep the rest of the unclaimed technologies. Until the third party’s rights are solved, we consider this asset as “Other assets” for an amount of $5 million. 6.8. Property, plant and equipment Property, plant and equipment as of December 31, 2020 and June 30, 2020 included the following: 12/31/2020 06/30/2020 Gross carrying amount 55,849,205 54,527,392 Accumulated depreciation (13,981,043) (13,012,286) Net carrying amount 41,868,162 41,515,106 Net carrying amount for each class of assets is as follows: Net carrying Net carrying amount amount Class 12/31/2020 06/30/2020 Office equipment 209,709 188,280 Vehicles 1,721,615 1,149,455 Equipment and computer software 51,755 32,448 Fixtures and fittings 3,472,892 3,679,075 Machinery and equipment 5,243,338 5,449,233 Land and buildings 29,451,178 29,746,076 Buildings in progress 1,717,675 1,270,539 Total 41,868,162 41,515,106 1. Gross carrying amount as of December 31, 2020 is as follows: Gross carrying amount As of the Foreign beginning of currency As of the end Class period Additions Reclassifications Disposals translation Revaluation of 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 2. Accumulated depreciation as of December 31, 2020 is as follows: Depreciation Accumulated as of the Foreign Accumulated beginning of Disposals / Of the currency as of the end Class period Reclassifications period translation Revaluation of period Office equipment 391,602 (2,964) 19,750 702 — 409,090 Vehicles 1,828,087 (117,085) 289,400 (2,031) — 1,998,371 Equipment and computer software 433,231 — 20,737 1,315 — 455,283 Fixtures and fittings 1,801,356 — 169,806 5,607 — 1,976,769 Machinery and equipment 3,605,468 — 291,265 11,406 — 3,908,139 Land and buildings 4,952,542 — 313,579 16,187 (48,917) 5,233,391 Total 13,012,286 (120,049) 1,104,537 33,186 (48,917) 13,981,043 3. Gross carrying amount as of December 31, 2019 is as follows: Gross carrying amount As of the Foreign beginning currency As of the Class of period Additions Reclassifications Disposals translation Revaluation end of period Office equipment 629,119 16,919 — — (58,750) — 587,288 Vehicles 3,604,537 104,849 (384,438) (143,395) (305,040) — 2,876,513 Equipment and computer software 955,657 8,631 (390,125) — (85,968) — 488,195 Fixtures and fittings 6,438,430 19,026 — — (709,698) — 5,747,758 Machinery and equipment 10,233,501 479,735 (413,322) — (1,120,114) — 9,179,800 Land and buildings 34,530,114 3,378 — — (3,836,143) 3,318,976 34,016,325 Buildings in progress 668,614 374,715 — — (159,797) — 883,532 Total 57,059,972 1,007,253 (1,187,885) (143,395) (6,275,510) 3,318,976 53,779,411 4. Accumulated depreciation as of December 31, 2019 is as follows: Depreciation Accumulated as of the Foreign Accumulated beginning of Disposals / Of the currency as of the end Class period Reclasifications period translation Revaluation of period Office equipment 415,682 — 18,197 (42,031) — 391,848 Vehicles 1,818,836 (230,012) 210,091 (161,860) — 1,637,055 Equipment and computer software 832,185 (349,836) 15,632 (80,871) — 417,110 Fixtures and fittings 1,701,034 — 178,229 (181,769) — 1,697,494 Machinery and equipment 3,896,810 (233,094) 258,832 (415,489) — 3,507,059 Land and buildings 4,560,877 — 308,543 (463,108) 136,501 4,542,813 Total 13,225,424 (812,942) 989,524 (1,345,128) 136,501 12,193,379 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, 2020, 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 2020. 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. 6.9. Investment properties On August 28, 2020, our subsidiary Rizobacter Do Brasil LTDA signed an agreement to acquires lands from some customers whose credit amount due to this subsidiary had already expired. The consideration of payment included the cancelation of customers’ credit amount of $0.9 million and $1.4 million in cash installments. Investment properties as of December 31, 2020 and June 30, 2020 included the following: 12/31/2020 06/30/2020 Gross carrying amount of land 2,499,206 — 2,499,206 — The carrying value of investment properties does not differ significantly from its fair value. 6.10. Intangible assets Intangible assets as of December 31, 2020 and June 30, 2020 included the following: 12/31/2020 06/30/2020 Gross carrying amount 66,376,939 42,832,837 Accumulated amortization (8,595,456) (7,499,373) Net carrying amount 57,781,483 35,333,464 1. Net carrying amount of each class of intangible assets is as follows: Net carrying Net carrying amount amount Class 31/12/2020 06/30/2020 Seed and integrated products Soybean HB4 and breeding program 26,223,085 7,345,923 Ecoseed integrated products 2,304,492 2,296,955 Crop nutrition Microbiological products 3,213,113 2,503,631 Other intangible assets Trademarks and patents 6,116,684 6,374,782 Software 1,177,026 686,965 Customer loyalty 15,815,384 16,125,208 GLA/ARA safflower 2,931,699 — Total 57,781,483 35,333,464 2. Gross carrying amount as of December 31, 2020 is as follows: Gross carrying amount As of the Foreign beginning of currency As of the Class period Additions Transfers translation end of period Seed and integrated products Soybean HB4 and breeding program (1) 7,345,923 19,063,357 (186,804) 609 26,223,085 Ecoseed integrated products 2,296,955 — — 7,537 2,304,492 Crop nutrition Microbiological products 3,867,593 922,937 — 21,369 4,811,899 Other intangible assets Trademarks and patents 8,432,746 — — 27,672 8,460,418 Software 2,088,929 502,137 186,804 5,092 2,782,962 Customer loyalty 18,800,691 — — 61,693 18,862,384 GLA/ARA safflower (Note 4) — 2,931,699 — — 2,931,699 Total 42,832,837 23,420,130 — 123,972 66,376,939 (1) Of the total additions, USD 18,4 million are associated with the transaction mentioned in Note 4. 3. Accumulated amortization as of December 31, 2020 is as follows: Amortization Accumulated as of Foreign Accumulated beginning of currency as of the end of Class period Of the period Transfers translation period Crop nutrition Microbiological products 1,363,962 229,417 — 5,407 1,598,786 Other intangible assets Trademarks and patents 2,057,964 279,016 — 6,754 2,343,734 Software 1,401,964 200,277 — 3,695 1,605,936 Customer loyalty 2,675,483 362,738 — 8,779 3,047,000 Total 7,499,373 1,071,448 — 24,635 8,595,456 4. Gross carrying amount as of December 31, 2019 is as follows: Gross carrying amount As of the Foreign beginning of currency As of the end Class period Additions translation of period Seed and integrated products Soybean HB4 and breeding program 6,120,336 464,608 — 6,584,944 Ecoseed integrated products 2,627,946 39,514 (287,901) 2,379,559 Crop nutrition Microbiological products 3,267,200 — (498,873) 2,768,327 Other intangible assets Trademarks and patents 9,810,822 — (1,074,808) 8,736,014 Software 2,149,340 98,308 (219,709) 2,027,939 Customer loyalty 21,873,093 — (2,396,269) 19,476,824 Total 45,848,737 602,430 (4,477,560) 41,973,607 5. Accumulated amortization as of December 31, 2019 is as follows: Amortization Accumulated as of Foreign Accumulated beginning of currency as of the end Class period Of the period translation of period Crop nutrition Microbiological products 1,059,083 236,898 (99,766) 1,196,215 Other intangible assets Trademarks and patents 1,747,174 288,105 (191,409) 1,843,870 Software 1,154,617 203,512 (119,978) 1,238,151 Customer loyalty 2,271,437 374,554 (248,844) 2,397,147 Total 6,232,311 1,103,069 (659,997) 6,675,383 The amortization charge is included in Notes 7.3 and 7.4. 6.11. Goodwill The variations in goodwill that occurred during the period correspond to the result of inflation adjustment and conversion to presentation currency. There were not any indicators of goodwill impairment. Carrying amount of goodwill as of December 31, 2020 and June 30, 2020 is as follows: 12/31/2020 06/30/2020 Rizobacter 20,162,706 20,094,633 Bioceres Crops S.A. (previously named Semya) 5,450,046 5,432,222 25,612,752 25,526,855 6.12. Trade and other payables 12/31/2020 06/30/2020 Current Trade creditors 44,470,002 37,139,351 Shareholders and other related parties (Note 15) 2,392,591 1,031,710 Trade creditors - Parent company (Note 15) 29,107 2,210,308 Trade creditors - Joint ventures and associates (Note 15) 13,256,575 14,409,853 Taxes 2,066,219 2,163,552 Consideration of payment for Bioceres Crops S.A. acquisition (Note 15) 122,950 122,950 Miscellaneous 144,478 212,138 62,481,922 57,289,862 Non-current Trade creditors 319,004 — Consideration of payment for Bioceres Crops S.A. acquisition (Note 15) 452,654 452,654 771,658 452,654 6.13. Borrowings 12/31/2020 06/30/2020 Current Bank overdrafts — 73,362 Bank borrowings 47,951,049 47,646,912 Corporate bonds 26,866,736 12,611,940 Net loans payables-Parents companies and related parties to Parents (Note 15) 3,694,128 3,389,521 Subordinated loan 10,994,056 — 89,505,969 63,721,735 Non-current Subordinated loan — 10,364,045 Bank borrowings 3,304,012 3,497,671 Corporate bonds 17,020,226 18,364,894 Net loans payables-Parents companies and related parties to Parents (Note 15) 9,000,000 9,000,000 29,324,238 41,226,610 On August 18, 2020, under the framework of law N° 23.576 and complementary obligations for corporate bonds, the Group completed an offering of $17 million under Series IV of its corporate bonds due August 18, 2023 with a nominal annual rate of 0%. The principal will be amortized in one instalment on the maturity date. The carrying value of some borrowings as of December 31, 2020 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. 12/31/2020 06/30/2020 Amortized Amortized cost Fair value cost Fair value Current Bank borrowings 47,951,049 46,332,034 47,646,912 43,046,111 Corporate Bonds 26,866,736 25,443,058 12,611,940 11,997,981 Non-current Bank borrowings 3,304,012 2,791,541 3,497,671 3,072,395 Corporate Bonds 17,020,226 13,760,143 18,364,894 16,135,876 The Group has met the capital and interest installments whose maturity was effective in the six-month period ended December 31, 2020. 6.14. Employee benefits and social security 12/31/2020 06/30/2020 Current Salaries, accrued incentives, vacations and social security 3,194,045 2,960,542 Key management personnel (Note 15) 909,861 1,550,050 4,103,906 4,510,592 Non-current Key management personnel (Note 15) — 534,038 — 534,038 6.15. Private warrants 12/31/2020 06/30/2020 Private warrants — 1,686,643 — 1,686,643 As of June 30, 2020, the fair value of private warrants using a share price of $6.06 and risk-free rate of 0.29%, decreased to $1.7 million and the Group recognized a finance gain of $1.2 million. On August 24, 2020, the Company completed an offer to exchange any and all of its 24,200,000 outstanding warrants, for either 0.12 Ordinary Shares (the "Exchange Shares") or $0.45 in cash per Warrant, without interest (the "Cash Consideration", and together with the Exchange Shares, the "Exchange Consideration"), at the election of the holder (the "Offer"). The Offer was made upon the terms and subject to the conditions set forth in the Company's Tender Offer Statement and Schedule 13E-3 Statement on Schedule TO, originally filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on July 27, 2020, as amended and supplemented, and the related letter of election and transmittal and other offer materials. The Offer provided for a premium to the closing trading price of the Public warrants on July 24, 2020 equal to (a) 321%, in respect of the Cash Consideration, or (b) 482% in respect of the implied value of the Exchange Shares taking into account the closing trading price of the Ordinary Shares on July 24, 2020. The premium offer price allowed for maximum participation of holders in the Offer. Based on information provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total of 21,938,774 warrants were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company accepted for exchange all such Warrants and paid an aggregate amount of approximately $115,062 of the Cash Consideration and issued an aggregate of 2,601,954 Exchange Shares in exchange for the warrants tendered. Following the Offer, the Company redeemed the 2,261,226 warrants that were not validly tendered or exchanged pursuant to the Offer for $0.405 in cash per warrant. The Company paid an aggregate amount of approximately $915,796 for these warrants. As a result of the Offer and the redemption of the warrants, the Group recognized a total financial loss of $6.2 million in “Changes in fair value of financial assets or liabilities and other financial results” (Note 7.5) as consequence of the comparison between the fair value as of June 30, 2020 and the total amount paid. 6.16. Consideration for acquisition of assets 12/31/2020 06/30/2020 Current Consideration for acquisition of assets 800,000 — 800,000 — Non-current Consideration for acquisition of assets 7,637,972 — 7,637,972 — In consideration of payment to Arcadia for the assets describe in Note 4, Bioceres agreed to pay $2 million in four quarterly installments subject to obtaining Chinese import clearance for HB4 Soy or achieving penetration of this technology in a minimum number of planted hectares, royalty payments equivalent to 6% of the net HB4 Soy technology revenues realized by Verdeca and capped at a maximum $10 million and $1 million in five monthly installments as a reimbursement of costs associated with the transaction. |