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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
For the month of November 2023
Commission File Number: 001-38836
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 ☒ Form 40-F ☐
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): ☐
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): ☐
EXPLANATORY NOTE
This Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (Registration No. 333-272280) and Form S-8 (Registration Nos. 333-255635, 333-266333 and 333-271941), and the following exhibit is filed as part of this Form 6-K:
Exhibit List
Exhibit No. |
|
Description |
99.1 |
|
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: November 29, 2023 |
By: |
/s/ Federico Trucco |
|
Name: |
Federico Trucco |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
BIOCERES CROP SOLUTIONS CORP.
Unaudited interim condensed consolidated financial statements
as of September 30, 2023 and June 30, 2023,
and for the three-month periods ended
September 30, 2023 and 2022.
INDEX
Unaudited interim condensed consolidated financial statements as of September 30, 2023 and June 30, 2023, and for the three-month periods ended September 30, 2023 and 2022. |
|
F-3 |
|
F-5 |
|
F-6 |
|
F-8 |
|
Notes to the unaudited interim condensed consolidated financial statements |
F-11 |
F-2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of September 30, 2023, and June 30, 2023
(Amounts in US$)
|
|
Notes |
|
09/30/2023 |
|
06/30/2023 |
ASSETS |
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
|
5.1 |
|
28,373,924 |
|
48,129,194 |
Other financial assets |
|
5.2 |
|
14,628,202 |
|
12,135,020 |
Trade receivables |
|
5.3 |
|
186,276,319 |
|
158,006,474 |
Other receivables |
|
5.4 |
|
24,902,503 |
|
28,824,998 |
Income and minimum presumed recoverable income taxes |
|
|
|
2,022,328 |
|
9,444,898 |
Inventories |
|
5.5 |
|
138,076,822 |
|
140,426,975 |
Biological assets |
|
5.6 |
|
1,141,113 |
|
146,842 |
Total current assets |
|
|
|
395,421,211 |
|
397,114,401 |
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
Other financial assets |
|
5.2 |
|
502,910 |
|
444,909 |
Other receivables |
|
5.4 |
|
2,393,939 |
|
2,546,241 |
Income and minimum presumed recoverable income taxes |
|
|
|
5,446 |
|
16,286 |
Deferred tax assets |
|
7 |
|
8,230,402 |
|
7,312,964 |
Investments in joint ventures and associates |
|
11 |
|
40,820,784 |
|
39,296,810 |
Investment properties |
|
5.10 |
|
3,675,493 |
|
3,589,749 |
Property, plant and equipment |
|
5.7 |
|
69,930,709 |
|
67,853,835 |
Intangible assets |
|
5.8 |
|
173,034,536 |
|
173,783,956 |
Goodwill |
|
5.9 |
|
112,163,432 |
|
112,163,432 |
Right of use asset |
|
14 |
|
13,519,199 |
|
13,936,575 |
Total non-current assets |
|
|
|
424,276,850 |
|
420,944,757 |
Total assets |
|
|
|
819,698,061 |
|
818,059,158 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of September 30, 2023, and June 30, 2023
(Amounts in US$)
LIABILITIES |
|
Notes |
|
09/30/2023 |
|
06/30/2023 |
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
Trade and other payables |
|
5.11 |
|
159,125,358 |
|
150,807,674 |
Borrowings |
|
5.12 |
|
100,720,985 |
|
107,639,659 |
Employee benefits and social security |
|
5.14 |
|
10,019,165 |
|
9,606,707 |
Deferred revenue and advances from customers |
|
5.15 |
|
32,771,902 |
|
24,875,662 |
Income tax payable |
|
|
|
536,840 |
|
509,034 |
Consideration for acquisition |
|
|
|
4,202,389 |
|
1,415,099 |
Lease liabilities |
|
14 |
|
4,326,889 |
|
3,858,699 |
Total current liabilities |
|
|
|
311,703,528 |
|
298,712,534 |
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
Borrowings |
|
5.12 |
|
48,789,492 |
|
60,670,946 |
Deferred revenue and advances from customers |
|
5.15 |
|
2,202,374 |
|
2,057,805 |
Joint ventures and associates |
|
11 |
|
638,126 |
|
622,823 |
Deferred tax liabilities |
|
7 |
|
34,393,580 |
|
35,785,347 |
Provisions |
|
|
|
668,775 |
|
891,769 |
Consideration for acquisition |
|
|
|
2,540,181 |
|
3,578,157 |
Secured notes |
|
5.13 |
|
76,911,874 |
|
75,213,146 |
Lease liabilities |
|
14 |
|
9,225,862 |
|
10,030,524 |
Total non-current liabilities |
|
|
|
175,370,264 |
|
188,850,517 |
Total liabilities |
|
|
|
487,073,792 |
|
487,563,051 |
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
298,966,341 |
|
298,594,088 |
Non-controlling interest |
|
|
|
33,657,928 |
|
31,902,019 |
Total equity |
|
|
|
332,624,269 |
|
330,496,107 |
Total equity and liabilities |
|
|
|
819,698,061 |
|
818,059,158 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three-month periods ended of September 30, 2023, and 2022
(Amounts in US$)
|
|
Notes |
|
09/30/2023 |
|
09/30/2022 |
Revenues from contracts with customers |
|
6.1 |
|
116,182,805 |
|
126,843,248 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
|
|
410,913 |
|
490,006 |
|
|
|
|
|
|
|
Cost of sales |
|
6.2 |
|
(71,615,781) |
|
(75,675,878) |
Changes in the net realizable value of agricultural products after harvest |
|
|
|
(1,446,316) |
|
(227,936) |
Research and development expenses |
|
6.3 |
|
(4,581,241) |
|
(3,852,014) |
Selling, general and administrative expenses |
|
6.4 |
|
(33,932,848) |
|
(31,904,911) |
Share of profit or loss of joint ventures and associates |
|
11 |
|
1,508,671 |
|
842,240 |
Other income or expenses, net |
|
6.5 |
|
(1,231,635) |
|
478,041 |
Operating profit |
|
|
|
5,294,568 |
|
16,992,796 |
|
|
|
|
|
|
|
Financial cost |
|
6.6 |
|
(7,661,857) |
|
(6,779,847) |
Other financial results |
|
6.6 |
|
117,865 |
|
(1,288,306) |
(Loss) profit before income tax |
|
|
|
(2,249,424) |
|
8,924,643 |
Income tax |
|
7 |
|
(429,040) |
|
(5,012,643) |
(Loss) profit for the period |
|
|
|
(2,678,464) |
|
3,912,000 |
|
|
|
|
|
|
|
(Loss) profit for the period attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
(4,591,634) |
|
498,297 |
Non-controlling interests |
|
|
|
1,913,170 |
|
3,413,703 |
|
|
|
|
(2,678,464) |
|
3,912,000 |
(Loss) profit per share |
|
|
|
|
|
|
Basic (loss) profit attributable to ordinary equity holders of the parent |
|
8 |
|
(0.0731) |
|
0.0082 |
Diluted (loss) profit attributable to ordinary equity holders of the parent |
|
8 |
|
(0.0731) |
|
0.0081 |
|
|
|
|
|
|
|
(Loss) profit for the period |
|
|
|
(2,678,464) |
|
3,912,000 |
Other comprehensive (loss) income |
|
|
|
(929,957) |
|
31,025 |
Items that may be subsequently reclassified to profit and loss |
|
|
|
(929,957) |
|
31,025 |
Foreign exchange differences on translation of foreign operations from joint ventures |
|
|
|
— |
|
100,868 |
Foreign exchange differences on translation of foreign operations |
|
|
|
(929,957) |
|
(69,843) |
Total comprehensive (loss) profit |
|
|
|
(3,608,421) |
|
3,943,025 |
|
|
|
|
|
|
|
Total comprehensive (loss) profit attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
(5,364,330) |
|
401,715 |
Non-controlling interests |
|
|
|
1,755,909 |
|
3,541,310 |
|
|
|
|
(3,608,421) |
|
3,943,025 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-5
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three-month periods ended of September 30, 2023, and 2022
(Amounts in US$)
|
|
Attributable to the equity holders of the parent |
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity / |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
|
|
|
|
|
|
|
Revaluation |
|
(deficit) |
|
|
|
|
|
|
|
|
|
|
Changes in |
|
Own |
|
options |
|
|
|
Cost of |
|
|
|
Foreign |
|
of PP&E |
|
attributable |
|
|
|
|
|
|
|
|
|
|
non- |
|
shares |
|
and share |
|
|
|
own |
|
|
|
currency |
|
and effect |
|
to owners |
|
Non- |
|
|
|
|
Issued |
|
Share |
|
controlling |
|
trading |
|
based |
|
Convertible |
|
shares |
|
Retained |
|
translation |
|
of tax rate |
|
of the |
|
controlling |
|
Total |
Description |
|
capital |
|
premium |
|
interests |
|
premium |
|
incentives |
|
instruments |
|
held |
|
deficit |
|
reserve |
|
change |
|
parent |
|
Interests |
|
equity |
06/30/2022 |
|
4,637 |
|
158,819,506 |
|
(255,893) |
|
(916,202) |
|
3,767,925 |
|
175,745 |
|
(3,530,926) |
|
(32,682,893) |
|
969,402 |
|
1,007,272 |
|
127,358,573 |
|
30,940,275 |
|
158,298,848 |
Share-based incentives |
|
6 |
|
554,999 |
|
— |
|
135,361 |
|
55,892 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
746,258 |
|
— |
|
746,258 |
Business combination |
|
1,640 |
|
153,357,564 |
|
— |
|
— |
|
1,620,140 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
154,979,344 |
|
— |
|
154,979,344 |
Capitalization of convertible notes (Note 5.13) |
|
153 |
|
12,211,485 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
12,211,638 |
|
— |
|
12,211,638 |
Purchase of own shares |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(24,291,047) |
|
— |
|
— |
|
— |
|
(24,291,047) |
|
— |
|
(24,291,047) |
Issuance of convertible notes (Note 7.13) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
9,109,516 |
|
— |
|
— |
|
— |
|
— |
|
9,109,516 |
|
— |
|
9,109,516 |
Distribution of dividends by subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(187,977) |
|
(187,977) |
(Loss) profit for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
498,297 |
|
— |
|
— |
|
498,297 |
|
3,413,703 |
|
3,912,000 |
Other comprehensive income (loss) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(96,582) |
|
— |
|
(96,582) |
|
127,607 |
|
31,025 |
09/30/2022 |
|
6,436 |
|
324,943,554 |
|
(255,893) |
|
(780,841) |
|
5,443,957 |
|
9,285,261 |
|
(27,821,973) |
|
(32,184,596) |
|
872,820 |
|
1,007,272 |
|
280,515,997 |
|
34,293,608 |
|
314,809,605 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-6
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three-month periods ended of September 30, 2023, and 2022
(Amounts in US$)
|
|
Attributable to the equity holders of the parent |
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
|
|
|
|
|
|
|
Revaluation |
|
Equity / |
|
|
|
|
|
|
|
|
|
|
Changes |
|
Own |
|
options |
|
|
|
Cost of |
|
|
|
Foreign |
|
of PP&E |
|
(deficit) |
|
|
|
|
|
|
|
|
|
|
in non- |
|
shares |
|
and share |
|
|
|
own |
|
|
|
currency |
|
and effect |
|
attributable |
|
Non- |
|
|
|
|
Issued |
|
Share |
|
controlling |
|
trading |
|
based |
|
Convertible |
|
shares |
|
Retained |
|
translation |
|
of tax rate |
|
to owners of |
|
controlling |
|
Total |
Description |
|
capital |
|
premium |
|
interests |
|
premium |
|
incentives |
|
instruments |
|
held |
|
deficit |
|
reserve |
|
change |
|
the parent |
|
Interests |
|
equity |
06/30/2023 |
|
6,493 |
|
327,028,559 |
|
(255,893) |
|
(780,841) |
|
6,645,442 |
|
9,285,261 |
|
(30,553,591) |
|
(13,903,017) |
|
1,282,377 |
|
(160,702) |
|
298,594,088 |
|
31,902,019 |
|
330,496,107 |
Share-based incentives |
|
— |
|
— |
|
— |
|
— |
|
6,193,668 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6,193,668 |
|
— |
|
6,193,668 |
Purchase of own shares |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(457,085) |
|
— |
|
— |
|
— |
|
(457,085) |
|
— |
|
(457,085) |
(Loss) profit for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(4,591,634) |
|
— |
|
— |
|
(4,591,634) |
|
1,913,170 |
|
(2,678,464) |
Other comprehensive loss |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(772,696) |
|
— |
|
(772,696) |
|
(157,261) |
|
(929,957) |
09/30/2023 |
|
6,493 |
|
327,028,559 |
|
(255,893) |
|
(780,841) |
|
12,839,110 |
|
9,285,261 |
|
(31,010,676) |
|
(18,494,651) |
|
509,681 |
|
(160,702) |
|
298,966,341 |
|
33,657,928 |
|
332,624,269 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-7
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-month periods ended of September 30, 2023, and 2022
(Amounts in US$)
|
|
Notes |
|
09/30/2023 |
|
09/30/2022 |
OPERATING ACTIVITIES |
|
|
|
|
|
|
(Loss) profit for the period |
|
|
|
(2,678,464) |
|
3,912,000 |
|
|
|
|
|
|
|
Adjustments to reconcile profit to net cash flows |
|
|
|
|
|
|
Income tax |
|
7 |
|
429,040 |
|
5,012,643 |
Financial results |
|
|
|
7,543,992 |
|
8,068,153 |
Depreciation of property, plant and equipment |
|
5.7 |
|
1,243,403 |
|
1,382,093 |
Amortization of intangible assets |
|
5.8 |
|
2,747,206 |
|
2,476,832 |
Depreciation of leased assets |
|
14 |
|
837,199 |
|
676,427 |
Transactional expenses |
|
|
|
— |
|
2,794,339 |
Share-based incentive and stock options |
|
|
|
6,193,668 |
|
227,351 |
Share of profit or loss of joint ventures and associates |
|
11 |
|
(1,508,671) |
|
(842,240) |
Provisions for contingencies |
|
|
|
27,109 |
|
2,448 |
Allowance for impairment of trade debtors |
|
|
|
352,920 |
|
156,053 |
Allowance for obsolescence |
|
|
|
505,285 |
|
618,489 |
Initial recognition and changes in the fair value of biological assets |
|
|
|
(410,913) |
|
(490,006) |
Changes in the net realizable value of agricultural products after harvest |
|
|
|
1,446,316 |
|
227,936 |
Gain or loss on sale of equipment and intangible assets |
|
|
|
(26,669) |
|
(115,942) |
|
|
|
|
|
|
|
Working capital adjustments |
|
|
|
|
|
|
Trade receivables |
|
|
|
(31,012,196) |
|
(29,709,414) |
Other receivables |
|
|
|
3,722,853 |
|
(5,665,708) |
Income and minimum presumed income taxes payable |
|
|
|
7,113,764 |
|
(376,576) |
Inventories and biological assets |
|
|
|
(197,454) |
|
(7,391,556) |
Trade and other payables |
|
|
|
7,499,929 |
|
(18,108,556) |
Employee benefits and social security |
|
|
|
412,458 |
|
3,226,505 |
Deferred revenue and advances from customers |
|
|
|
8,040,809 |
|
373,181 |
Income taxes paid |
|
|
|
(163,205) |
|
(1,051,644) |
Interest collected |
|
|
|
2,293,676 |
|
2,125,194 |
Inflation effects on working capital adjustments |
|
|
|
321,539 |
|
69,662 |
Net cash flows generated (used) by operating activities |
|
|
|
14,733,594 |
|
(32,402,336) |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-8
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-month periods ended of September 30, 2023, and 2022
(Amounts in US$)
|
|
Notes |
|
09/30/2023 |
|
09/30/2022 |
INVESTMENT ACTIVITIES |
|
|
|
|
|
|
Proceeds from sale of property, plant and equipment |
|
|
|
35,682 |
|
115,942 |
Net cash received from business combination |
|
|
|
— |
|
5,933,265 |
Net loans granted to shareholders and other related parties |
|
|
|
— |
|
1,609 |
Proceeds from financial assets |
|
|
|
(509,534) |
|
2,729,598 |
Investment in financial assets |
|
|
|
(2,215,965) |
|
(889,342) |
Purchase of property, plant and equipment |
|
5.7 |
|
(3,985,249) |
|
(1,414,730) |
Capitalized development expenditures |
|
5.8 |
|
(1,947,504) |
|
(3,241,008) |
Purchase of intangible assets |
|
5.8 |
|
(64,486) |
|
(209,863) |
Net cash flows (used) generated by investing activities |
|
|
|
(8,687,056) |
|
3,025,471 |
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
Proceeds from borrowings |
|
|
|
26,837,346 |
|
93,327,748 |
Repayment of borrowings and financed payments |
|
|
|
(46,865,499) |
|
(47,061,271) |
Interest payments |
|
|
|
(4,539,455) |
|
(3,016,078) |
Other financial proceeds or payments, net |
|
|
|
(781,199) |
|
(1,717,070) |
Purchase of own shares |
|
|
|
(457,085) |
|
(376,018) |
Leased assets payments |
|
14 |
|
(1,170,039) |
|
(744,365) |
Cash dividend distributed by subsidiary |
|
|
|
— |
|
(187,977) |
Net cash flows (used) generated by financing activities |
|
|
|
(26,975,931) |
|
40,224,969 |
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
|
(20,929,393) |
|
10,848,104 |
|
|
|
|
|
|
|
Inflation effects on cash and cash equivalents |
|
|
|
(24,266) |
|
(12,404) |
|
|
|
|
|
|
|
Cash and cash equivalents as of beginning of the period |
|
5.1 |
|
48,129,194 |
|
33,475,266 |
Effect of exchange rate changes on cash and equivalents |
|
|
|
1,198,389 |
|
3,076,600 |
Cash and cash equivalents as of the end of the period |
|
5.1 |
|
28,373,924 |
|
47,387,566 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-9
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Index
1. |
General information. |
|
|
2. |
Accounting standards and basis of preparation. |
|
|
3. |
New standards, amendments and interpretations issued by the IASB. |
|
|
4. |
Seasonality |
|
|
5. |
Information about components of unaudited interim condensed consolidated statement of financial position. |
|
|
6. |
Information about components of unaudited interim condensed consolidated statement of comprehensive income. |
|
|
7. |
Taxation. |
|
|
8. |
Earnings per share. |
|
|
9. |
Equity information. |
|
|
10. |
Cash flow information. |
|
|
11. |
Joint ventures and associates. |
|
|
12. |
Segment information. |
|
|
13. |
Financial instruments – Risk management. |
|
|
14. |
Leases. |
|
|
15. |
Shareholders and other related parties’ balances and transactions. |
|
|
16. |
Key management personnel compensation. |
|
|
17. |
Share-based payments. |
|
|
18. |
Contingencies, commitments and restrictions on the distribution of profits. |
|
|
19. |
Events occurring after the reporting period. |
F-10
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
1. GENERAL INFORMATION
Bioceres Crop Solutions Corp. (NASDAQ:BIOX) is a leader in the development and commercialization of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change. To do this, Bioceres’ products create economic incentives for farmers and other stakeholders to adopt environmentally friendly production practices. Bioceres has a unique biotech platform with high impact, patented technologies for seeds and microbial ag inputs, as well as next generation crop nutrition and protection solutions.
Bioceres is a global company with an extensive geographic footprint. The Group’s agricultural inputs are marketed across more than 40 countries, mainly in Argentina, Brazil, United States, Europe and South Africa.
Unless the context otherwise requires, “we”, “us”, “our”, “Bioceres”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.
2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION
Statement of compliance with IFRS as issued by IASB
These unaudited interim condensed consolidated financial statements for the three-month period ended September 30, 2023, have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
These unaudited interim condensed consolidated financial statements do not include all notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2023.
Authorization for the issue of the consolidated financial statements
These unaudited interim condensed consolidated financial statements of the Group as of September 30, 2023, June 30, 2023 and for the three-month periods ended September 30, 2023 and 2022 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on November 29, 2023.
Basis of measurement
The 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. |
Functional currency and presentation currency
a) |
Functional currency |
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”).
F-11
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
b) |
Presentation currency |
The consolidated financial statements of the Group are presented in US dollars.
c) |
Foreign currency |
Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising from the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising from the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the gain or loss recognized upon such disposal.
Changes in accounting policies
The accounting policies adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the consolidated financial statements as of June 30, 2023.
3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB
a)The following new standards, amendments and interpretations became applicable for the current reporting period and adopted by the Group.
| - | Amendment to IAS 12 –Deferred tax related to assets and liabilities arising from a single transaction. |
| - | International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12) |
| - | Amendments to IAS 1 and IFRS Practice Statement 2- Disclosure of Accounting Policies |
| - | Amendments to IAS 8-Definition of Accounting Estimates |
| - | IFRS 17, “Insurance Contracts” |
These new standards and amendments did not have any material impact on the Group.
b)The following new standards are not yet adopted by the Group.
| - | Amendments to IFRS 16- Lease Liability in a Sale and Leaseback. The amendments are effective for annual reporting periods beginning on or after 1 January 2024. |
| - | Amendments to IAS1 – Non- current liabilities with covenants. The amendments are effective for annual reporting periods beginning on or after 1 January 2024. |
| - | Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures. The amendments are effective for annual reporting periods beginning on or after 1 January 2024. |
| - | Amendments to IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025. |
| - | Amendment to IAS 7 and IFRS 7 - Supplier Financing. The amendments are effective for annual periods beginning on or after January 1, 2024. |
These amendments are not expected to have material impact on the Group.
F-12
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4. SEASONALITY
Our revenues fluctuate depending on the timing of orders from our distributors and customers and on prevailing market prices, which influence the purchase decisions of growers, the end users of our seed and integrated products, crop protection products and crop nutrition products. Given the cyclicality of crop planting and harvesting, as well as growing seasons, which vary from year to year, our business is highly seasonal. This results in substantial fluctuations in quarterly sales and profitability. Our portfolio is highly oriented to crop planting. Generally, our sales are concentrated in the third and fourth quarters of each calendar year, when demand for our seed and integrated products, crop protection products and crop nutrition products increases as growers begin planting their summer crops in South America, while winter crop season occurs in the Northern hemisphere. With our seed and integrated products business, we contract with growers and seed suppliers based upon our anticipated market demand. Generally, in our 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 our crop protection and our crop nutrition business following a similar cycle to the seed cycle. Milestone, royalty, and license revenues are also likely to fluctuate from period to period given the seasonality of agriculture and time required to progress from one milestone to the next.
Our seed and integrated products, crop protection and crop nutrition businesses are also affected by unpredictable weather conditions such as heavy rains, hail, floods, freezing conditions, windstorms, drought or fire, as well as other hazardous situations beyond our control, which may cause our sales and operating results to fluctuate significantly. In addition, disruptions that cause delays by growers in harvesting or planting can result in the movement of orders to a future quarter, which also causes fluctuations in our quarterly operating results. Finally, some of our customers and distributors order in bulk only one or two times a year, which may further cause our seed product revenues to fluctuate from period to period.
5. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
5.1. Cash and cash equivalents
|
|
09/30/2023 |
|
06/30/2023 |
Cash at bank and on hand |
|
25,954,730 |
|
48,129,194 |
Mutual funds |
|
2,419,194 |
|
— |
|
|
28,373,924 |
|
48,129,194 |
5.2. Other financial assets
|
|
09/30/2023 |
|
06/30/2023 |
Current |
|
|
|
|
Restricted short-term deposits |
|
— |
|
212,703 |
US Treasury bills |
|
9,719,486 |
|
9,163,298 |
Mutual funds |
|
3,236,702 |
|
1,596,539 |
Other investments |
|
1,672,014 |
|
1,162,480 |
|
|
14,628,202 |
|
12,135,020 |
|
|
|
|
|
|
|
09/30/2023 |
|
06/30/2023 |
Non-current |
|
|
|
|
Shares of Bioceres S.A. |
|
444,575 |
|
444,635 |
Other investments |
|
58,335 |
|
274 |
|
|
502,910 |
|
444,909 |
F-13
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
5.3. Trade receivables
|
|
09/30/2023 |
|
06/30/2023 |
Current |
|
|
|
|
Trade debtors |
|
189,222,562 |
|
160,269,233 |
Allowance for impairment of trade debtors |
|
(7,615,433) |
|
(7,425,604) |
Shareholders and other related parties (Note 15) |
|
1,368,373 |
|
— |
Allowance for credit notes to be issued |
|
(2,610,596) |
|
(3,694,019) |
Trade debtors - Joint ventures and associates (Note 15) |
|
781,451 |
|
865,627 |
Deferred checks |
|
5,129,962 |
|
7,991,237 |
|
|
186,276,319 |
|
158,006,474 |
The book value is reasonably approximate to the fair value given its short-term nature.
5.4. Other receivables
|
|
09/30/2023 |
|
06/30/2023 |
Current |
|
|
|
|
Taxes |
|
6,009,626 |
|
6,113,764 |
Receivables for PP&E sales |
|
89,715 |
|
156,423 |
Shareholders and other related parties (Note 15) |
|
2,919,431 |
|
3,792,429 |
Other receivables - Joint ventures and associates (Note 15) |
|
6,469,863 |
|
6,104,219 |
Prepayments to suppliers |
|
5,010,022 |
|
10,956,831 |
Reimbursements over exports |
|
10,558 |
|
10,558 |
Prepaid expenses and other receivables |
|
3,657,633 |
|
1,302,221 |
Miscellaneous |
|
735,655 |
|
388,553 |
|
|
24,902,503 |
|
28,824,998 |
|
|
|
|
|
|
|
09/30/2023 |
|
06/30/2023 |
Non-current |
|
|
|
|
Taxes |
|
865,588 |
|
873,699 |
Reimbursements over exports |
|
1,268,928 |
|
1,290,227 |
Loans receivables |
|
230,000 |
|
230,000 |
Miscellaneous |
|
29,423 |
|
152,315 |
|
|
2,393,939 |
|
2,546,241 |
F-14
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
5.5. Inventories
|
|
09/30/2023 |
|
06/30/2023 |
Seeds |
|
9,293,210 |
|
1,542,159 |
Resale products |
|
71,973,203 |
|
58,544,931 |
Manufactured products |
|
19,604,930 |
|
25,881,761 |
Goods in transit |
|
2,298,136 |
|
3,620,606 |
Supplies |
|
18,709,303 |
|
24,893,187 |
Agricultural products |
|
19,111,345 |
|
28,436,830 |
Allowance for obsolescence |
|
(2,913,305) |
|
(2,492,499) |
|
|
138,076,822 |
|
140,426,975 |
|
|
|
|
|
Net of agricultural products |
|
118,965,477 |
|
111,990,145 |
5.6. Biological assets
Changes in Biological assets:
|
|
Soybean |
|
Corn |
|
Wheat |
|
Barley |
|
Sunflower |
|
Total |
Beginning of the period |
|
— |
|
— |
|
87,785 |
|
59,057 |
|
— |
|
146,842 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
— |
|
— |
|
276,511 |
|
134,402 |
|
— |
|
410,913 |
Costs incurred during the period |
|
374,456 |
|
177,601 |
|
— |
|
— |
|
31,301 |
|
583,358 |
Period ended September 30, 2023 |
|
374,456 |
|
177,601 |
|
364,296 |
|
193,459 |
|
31,301 |
|
1,141,113 |
|
|
Wheat |
|
Barley |
|
Total |
Beginning of the period |
|
44,413 |
|
12,900 |
|
57,313 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
365,833 |
|
124,173 |
|
490,006 |
Costs incurred during the period |
|
378,631 |
|
122,837 |
|
501,468 |
Exchange differences |
|
(16,699) |
|
(5,344) |
|
(22,043) |
Period ended September 30, 2022 |
|
772,178 |
|
254,566 |
|
1,026,744 |
5.7. Property, plant and equipment
Property, plant and equipment as of September 30, 2023 and June 30, 2023 included the following:
|
|
09/30/2023 |
|
06/30/2023 |
Gross carrying amount |
|
96,833,359 |
|
93,634,779 |
Accumulated depreciation |
|
(26,902,650) |
|
(25,780,944) |
Net carrying amount |
|
69,930,709 |
|
67,853,835 |
F-15
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Net carrying amount for each class of assets is as follows:
|
|
Net carrying |
|
Net carrying |
|
|
amount |
|
amount |
Class |
|
09/30/2023 |
|
06/30/2023 |
Office equipment |
|
280,905 |
|
263,892 |
Vehicles |
|
1,862,542 |
|
2,032,853 |
Equipment and computer software |
|
167,741 |
|
174,399 |
Fixtures and fittings |
|
2,676,861 |
|
2,862,949 |
Machinery and equipment |
|
13,970,593 |
|
14,463,756 |
Land and buildings |
|
35,640,076 |
|
36,144,792 |
Buildings in progress |
|
15,331,991 |
|
11,911,194 |
Total |
|
69,930,709 |
|
67,853,835 |
1. Gross carrying amount as of September 30, 2023 is as follows:
|
|
Gross carrying amount |
||||||||
|
|
As of the |
|
|
|
|
|
|
|
|
|
|
beginning |
|
|
|
|
|
Foreign |
|
As of the |
|
|
of the |
|
|
|
|
|
currency |
|
end of the |
Class |
|
period |
|
Additions |
|
Disposals |
|
translation |
|
period |
Office equipment |
|
968,088 |
|
34,918 |
|
— |
|
(2,764) |
|
1,000,242 |
Vehicles |
|
5,492,319 |
|
28,680 |
|
(45,062) |
|
(1,498) |
|
5,474,439 |
Equipment and computer software |
|
974,509 |
|
30,188 |
|
— |
|
(5,857) |
|
998,840 |
Fixtures and fittings |
|
7,663,899 |
|
— |
|
— |
|
(2,126) |
|
7,661,773 |
Machinery and equipment |
|
23,513,047 |
|
176,837 |
|
— |
|
(91,465) |
|
23,598,419 |
Land and buildings |
|
43,111,723 |
|
— |
|
— |
|
(344,068) |
|
42,767,655 |
Buildings in progress |
|
11,911,194 |
|
3,678,037 |
|
— |
|
(257,240) |
|
15,331,991 |
Total |
|
93,634,779 |
|
3,948,660 |
|
(45,062) |
|
(705,018) |
|
96,833,359 |
2. Accumulated depreciation as of September 30, 2023 is as follows:
|
|
Depreciation |
||||||||
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
as of the |
|
|
|
|
|
Foreign |
|
Accumulated |
|
|
beginning of |
|
|
|
|
|
currency |
|
as of the end |
Class |
|
the period |
|
Disposals |
|
Of the period |
|
translation |
|
of the period |
Office equipment |
|
704,196 |
|
— |
|
17,004 |
|
(1,863) |
|
719,337 |
Vehicles |
|
3,459,466 |
|
(36,049) |
|
188,532 |
|
(52) |
|
3,611,897 |
Equipment and computer software |
|
800,110 |
|
— |
|
35,963 |
|
(4,974) |
|
831,099 |
Fixtures and fittings |
|
4,800,950 |
|
— |
|
184,877 |
|
(915) |
|
4,984,912 |
Machinery and equipment |
|
9,049,291 |
|
— |
|
595,729 |
|
(17,194) |
|
9,627,826 |
Land and buildings |
|
6,966,931 |
|
— |
|
221,298 |
|
(60,650) |
|
7,127,579 |
Total |
|
25,780,944 |
|
(36,049) |
|
1,243,403 |
|
(85,648) |
|
26,902,650 |
F-16
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
3. Gross carrying amount as of September 30, 2022 is as follows:
|
|
Gross carrying amount |
||||||||||
|
|
As of the |
|
|
|
Additions |
|
|
|
Foreign |
|
As of the |
|
|
beginning |
|
|
|
from business |
|
|
|
currency |
|
end of the |
Class |
|
of the period |
|
Additions |
|
combination |
|
Disposals |
|
translation |
|
period |
Office equipment |
|
908,004 |
|
— |
|
— |
|
— |
|
(15,172) |
|
892,832 |
Vehicles |
|
5,261,979 |
|
226,051 |
|
— |
|
(59,744) |
|
(6,243) |
|
5,422,043 |
Equipment and computer software |
|
925,349 |
|
41,658 |
|
12,469 |
|
— |
|
(6,667) |
|
972,809 |
Fixtures and fittings |
|
7,606,389 |
|
33,869 |
|
5,379 |
|
— |
|
(5,539) |
|
7,640,098 |
Machinery and equipment |
|
13,017,830 |
|
107,717 |
|
7,047,496 |
|
— |
|
(24,469) |
|
20,148,574 |
Land and buildings |
|
40,659,129 |
|
— |
|
4,750,136 |
|
— |
|
(313,148) |
|
45,096,117 |
Buildings in progress |
|
3,142,774 |
|
1,005,435 |
|
1,285,092 |
|
— |
|
(17,941) |
|
5,415,360 |
Total |
|
71,521,454 |
|
1,414,730 |
|
13,100,572 |
|
(59,744) |
|
(389,179) |
|
85,587,833 |
4. Accumulated depreciation as of September 30, 2022 is as follows:
|
|
Depreciation |
||||||||
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
as of the |
|
|
|
|
|
Foreign |
|
Accumulated |
|
|
beginning of |
|
|
|
Of the |
|
currency |
|
as of the end |
Class |
|
the period |
|
Disposals |
|
period |
|
translation |
|
of the period |
Office equipment |
|
638,466 |
|
— |
|
17,053 |
|
(16,931) |
|
638,588 |
Vehicles |
|
2,596,905 |
|
(59,744) |
|
226,899 |
|
(3,364) |
|
2,760,696 |
Equipment and computer software |
|
693,673 |
|
— |
|
28,914 |
|
(476) |
|
722,111 |
Fixtures and fittings |
|
4,059,470 |
|
— |
|
206,830 |
|
(23,814) |
|
4,242,486 |
Machinery and equipment |
|
7,205,870 |
|
— |
|
679,201 |
|
(180,089) |
|
7,704,982 |
Land and buildings |
|
6,418,745 |
|
— |
|
223,196 |
|
(695) |
|
6,641,246 |
Total |
|
21,613,129 |
|
(59,744) |
|
1,382,093 |
|
(225,369) |
|
22,710,109 |
The depreciation charge is included in Notes 6.3 and 6.4. The Group has no commitments to purchase property, plant and equipment items.
5.8. Intangible assets
Intangible assets as of September 30, 2023 and June 30, 2023 included the following:
|
|
09/30/2023 |
|
06/30/2023 |
Gross carrying amount |
|
204,300,750 |
|
202,306,618 |
Accumulated amortization |
|
(31,266,214) |
|
(28,522,662) |
Net carrying amount |
|
173,034,536 |
|
173,783,956 |
F-17
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Net carrying amount of each class of intangible assets is as follows:
|
|
Net carrying |
|
Net carrying |
|
|
amount |
|
amount |
Class |
|
09/30/2023 |
|
06/30/2023 |
Seed and integrated products |
|
|
|
|
HB4 soy and breeding program |
|
31,476,363 |
|
31,679,681 |
Integrated seed products |
|
2,786,562 |
|
2,841,008 |
Crop nutrition |
|
|
|
|
Microbiological products |
|
50,506,239 |
|
49,508,801 |
Other intangible assets |
|
|
|
|
Trademarks and patents |
|
58,730,415 |
|
59,760,753 |
Software |
|
1,609,367 |
|
1,987,690 |
Customer loyalty |
|
22,925,590 |
|
23,006,023 |
RG/RS/OX Wheat |
|
5,000,000 |
|
5,000,000 |
Total |
|
173,034,536 |
|
173,783,956 |
1. Gross carrying amount as of September 30, 2023 is as follows:
|
|
Gross carrying amount |
||||||
|
|
As of the |
|
|
|
Foreign |
|
As of the |
|
|
beginning of |
|
|
|
currency |
|
end of the |
Class |
|
the period |
|
Additions |
|
translation |
|
period |
Seed and integrated products |
|
|
|
|
|
|
|
|
HB4 soy and breeding program |
|
34,958,425 |
|
224,230 |
|
— |
|
35,182,655 |
Integrated seed products |
|
3,219,808 |
|
— |
|
(8,178) |
|
3,211,630 |
Crop nutrition |
|
|
|
|
|
|
|
|
Microbiological products |
|
55,645,028 |
|
1,723,274 |
|
(6,119) |
|
57,362,183 |
Other intangible assets |
|
|
|
|
|
|
|
|
Trademarks and patents |
|
67,653,234 |
|
62,543 |
|
— |
|
67,715,777 |
Software |
|
5,582,411 |
|
1,943 |
|
(3,561) |
|
5,580,793 |
Customer loyalty |
|
30,247,712 |
|
— |
|
— |
|
30,247,712 |
RG/RS/OX Wheat |
|
5,000,000 |
|
— |
|
— |
|
5,000,000 |
Total |
|
202,306,618 |
|
2,011,990 |
|
(17,858) |
|
204,300,750 |
F-18
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
2. Accumulated amortization as of September 30, 2023 is as follows:
|
|
Amortization |
||||||
|
|
Accumulated |
|
|
|
Foreign |
|
Accumulated as |
|
|
as of beginning |
|
|
|
currency |
|
of the end of the |
Class |
|
of the period |
|
Of the period |
|
translation |
|
period |
Seed and integrated products |
|
|
|
|
|
|
|
|
HB4 soy and breeding program |
|
3,278,744 |
|
427,548 |
|
— |
|
3,706,292 |
Integrated seed products |
|
378,800 |
|
47,229 |
|
(961) |
|
425,068 |
Crop nutrition |
|
|
|
|
|
|
|
|
Microbiological products |
|
6,136,227 |
|
719,717 |
|
— |
|
6,855,944 |
Other intangible assets |
|
|
|
|
|
|
|
|
Trademarks and patents |
|
7,892,481 |
|
1,092,881 |
|
— |
|
8,985,362 |
Software |
|
3,594,721 |
|
379,398 |
|
(2,693) |
|
3,971,426 |
Customer loyalty |
|
7,241,689 |
|
80,433 |
|
— |
|
7,322,122 |
Total |
|
28,522,662 |
|
2,747,206 |
|
(3,654) |
|
31,266,214 |
3. Gross carrying amount as of September 30, 2022 is as follows:
|
|
Gross carrying amount |
||||||||
|
|
As of the |
|
|
|
Additions from |
|
|
|
|
|
|
beginning |
|
|
|
business |
|
Foreign currency |
|
As of the end of |
Class |
|
of the period |
|
Additions |
|
combination |
|
translation |
|
the period |
Seed and integrated products |
|
|
|
|
|
|
|
|
|
|
HB4 soy and breeding program |
|
31,371,088 |
|
361,006 |
|
— |
|
— |
|
31,732,094 |
Integrated seed products |
|
3,181,155 |
|
— |
|
— |
|
— |
|
3,181,155 |
Crop nutrition |
|
|
|
|
|
|
|
|
|
|
Microbiological products |
|
8,855,421 |
|
2,880,002 |
|
39,613,280 |
|
(3,945) |
|
51,344,758 |
Other intangible assets |
|
|
|
|
|
|
|
|
|
|
Trademarks and patents |
|
12,183,045 |
|
3,679 |
|
55,420,441 |
|
— |
|
67,607,165 |
Software |
|
5,176,373 |
|
206,184 |
|
— |
|
(1,652) |
|
5,380,905 |
Customer loyalty |
|
28,462,475 |
|
— |
|
1,785,237 |
|
— |
|
30,247,712 |
RG/RS/OX Wheat |
|
5,000,000 |
|
— |
|
— |
|
— |
|
5,000,000 |
Total |
|
94,229,557 |
|
3,450,871 |
|
96,818,958 |
|
(5,597) |
|
194,493,789 |
F-19
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4. Accumulated amortization as of September 30, 2022 is as follows:
|
|
Amortization |
||||||
|
|
Accumulated as |
|
|
|
Foreign |
|
Accumulated |
|
|
of beginning of |
|
|
|
currency |
|
as of the end |
Class |
|
the period |
|
Of the period |
|
translation |
|
of the period |
Seed and integrated products |
|
|
|
|
|
|
|
|
HB4 soy and breeding program |
|
1,568,554 |
|
396,701 |
|
— |
|
1,965,255 |
Integrated seed products |
|
43,997 |
|
13,019 |
|
— |
|
57,016 |
Crop nutrition |
|
|
|
|
|
|
|
|
Microbiological products |
|
3,063,073 |
|
1,057,149 |
|
— |
|
4,120,222 |
Other intangible assets |
|
|
|
|
|
|
|
|
Trademarks and patents |
|
3,916,004 |
|
542,868 |
|
— |
|
4,458,872 |
Software |
|
3,008,388 |
|
141,044 |
|
(1,221) |
|
3,148,211 |
Customer loyalty |
|
5,924,672 |
|
326,051 |
|
— |
|
6,250,723 |
Total |
|
17,524,688 |
|
2,476,832 |
|
(1,221) |
|
20,000,299 |
The amortization charge is included in Notes 6.3 and 6.4.
5.9. Goodwill
|
|
09/30/2023 |
|
06/30/2023 |
|
|
|
|
|
Rizobacter Argentina S.A. |
|
28,080,271 |
|
28,080,271 |
Bioceres Crops S.A. |
|
7,523,322 |
|
7,523,322 |
Pro farm Group, Inc. |
|
76,089,749 |
|
76,089,749 |
Insumos Agroquímicos S.A. |
|
470,090 |
|
470,090 |
|
|
112,163,432 |
|
112,163,432 |
There were no indicators of goodwill impairment.
5.10. Investment properties
|
|
09/30/2023 |
|
06/30/2023 |
|
|
|
|
|
Investment properties |
|
3,675,493 |
|
3,589,749 |
|
|
3,675,493 |
|
3,589,749 |
5.11. Trade and other payables
|
|
09/30/2023 |
|
06/30/2023 |
|
|
|
|
|
Trade creditors |
|
106,222,415 |
|
104,211,238 |
Shareholders and other related parties (Note 15) |
|
27,708 |
|
35,292 |
Trade creditors - Parent company (Note 15) |
|
270,645 |
|
644,191 |
Trade creditors - Joint ventures and associates (Note 15) |
|
47,282,380 |
|
41,402,594 |
Taxes |
|
5,138,674 |
|
3,561,058 |
Miscellaneous |
|
183,536 |
|
953,301 |
|
|
159,125,358 |
|
150,807,674 |
F-20
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
5.12. Borrowings
|
|
09/30/2023 |
|
06/30/2023 |
Current |
|
|
|
|
Bank borrowings |
|
60,473,023 |
|
61,303,952 |
Corporate bonds |
|
29,745,450 |
|
35,547,510 |
Trust debt securities |
|
6,936,758 |
|
7,296,506 |
Net loans payables- Parents companies and related parties to Parent (Note 15) |
|
3,565,754 |
|
3,491,691 |
|
|
100,720,985 |
|
107,639,659 |
Non-current |
|
|
|
|
Bank borrowings |
|
7,586,944 |
|
10,663,266 |
Corporate bonds |
|
41,202,548 |
|
50,007,680 |
|
|
48,789,492 |
|
60,670,946 |
The carrying value of some borrowings as of September 30, 2023 are 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.
|
|
09/30/2023 |
|
06/30/2023 |
||||
|
|
Amortized cost |
|
Fair value |
|
Amortized cost |
|
Fair value |
Current |
|
|
|
|
|
|
|
|
Bank borrowings |
|
60,473,023 |
|
57,553,255 |
|
61,303,952 |
|
57,209,155 |
Corporate Bonds |
|
29,745,450 |
|
29,389,136 |
|
35,547,510 |
|
34,725,828 |
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
Bank borrowings |
|
7,586,944 |
|
5,620,759 |
|
10,663,266 |
|
10,374,646 |
Corporate Bonds |
|
41,202,548 |
|
39,984,876 |
|
50,007,680 |
|
47,014,542 |
5.13. Secured Notes
Secured Guaranteed Notes
The carrying value of $25.9 million of the Secured Guaranteed Notes as of September 30, 2023 are measured at amortized cost. Its fair value based on discounted cash flows, using a fair interest rate, would amount to $26.1 million.
Secured Convertible Guaranteed Notes
The carrying value of $51.0 million of the Secured Convertible Guaranteed Notes as of September 30, 2023 are measured at amortized cost. Its fair value based on discounted cash flows, using a fair interest rate, would amount to $53.3 million.
Under the terms of the Secured Convertible Guaranteed Notes, the Group is in compliance with covenants.
5.14. Employee benefits and social security
|
|
09/30/2023 |
|
06/30/2023 |
Salaries, accrued incentives, vacations and social security |
|
9,685,549 |
|
9,388,639 |
Key management personnel (Note 15) |
|
333,616 |
|
218,068 |
|
|
10,019,165 |
|
9,606,707 |
F-21
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
5.15. Deferred revenue and advances from customers
|
|
09/30/2023 |
|
06/30/2023 |
Current |
|
|
|
|
Advances from customers |
|
17,019,407 |
|
9,216,032 |
Deferred revenue |
|
15,752,495 |
|
15,659,630 |
|
|
32,771,902 |
|
24,875,662 |
Non-current |
|
|
|
|
Advances from customers |
|
272,334 |
|
620,893 |
Deferred revenue |
|
1,930,040 |
|
1,436,912 |
|
|
2,202,374 |
|
2,057,805 |
6. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
6.1. Revenue from contracts with customers
|
|
09/30/2023 |
|
09/30/2022 |
Sale of goods and services |
|
115,628,792 |
|
126,113,636 |
Royalties |
|
554,013 |
|
729,612 |
|
|
116,182,805 |
|
126,843,248 |
Transactions of sales of goods and services with joint ventures and with shareholders and other related parties are reported in Note 15.
6.2. Cost of sales
Item |
|
09/30/2023 |
|
09/30/2022 |
Inventories as of the beginning of the period |
|
111,990,145 |
|
78,759,610 |
Business combination |
|
— |
|
11,064,908 |
Purchases of the period |
|
71,694,655 |
|
79,325,509 |
Production costs |
|
7,123,255 |
|
8,440,830 |
Foreign currency translation |
|
(226,797) |
|
(236,263) |
Subtotal |
|
190,581,258 |
|
177,354,594 |
Inventories as of the end of the period (*) |
|
(118,965,477) |
|
(101,678,716) |
Cost of sales |
|
71,615,781 |
|
75,675,878 |
(*)Net of agricultural products.
F-22
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
6.3. R&D classified by nature
|
|
Research and |
|
Research and |
|
|
development |
|
development |
|
|
expenses |
|
expenses |
Item |
|
09/30/2023 |
|
09/30/2022 |
Amortization of intangible assets |
|
1,164,940 |
|
1,511,118 |
Analysis and storage |
|
— |
|
11,568 |
Import and export expenses |
|
— |
|
850 |
Depreciation of property, plant and equipment |
|
157,808 |
|
142,373 |
Freight and haulage |
|
3,917 |
|
5,300 |
Employee benefits and social securities |
|
1,307,126 |
|
861,312 |
Maintenance |
|
206,778 |
|
217,066 |
Energy and fuel |
|
3,628 |
|
79,121 |
Supplies and materials |
|
847,382 |
|
559,044 |
Mobility and travel |
|
13,771 |
|
108,694 |
Share-based incentives |
|
188,250 |
|
6,975 |
Professional fees and outsourced services |
|
491,787 |
|
293,776 |
Office supplies |
|
170,375 |
|
21,454 |
Information technology expenses |
|
4,375 |
|
11,996 |
Insurance |
|
21,049 |
|
10,537 |
Depreciation of leased assets |
|
— |
|
10,650 |
Miscellaneous |
|
55 |
|
180 |
Total |
|
4,581,241 |
|
3,852,014 |
|
|
09/30/2023 |
|
09/30/2022 |
R&D capitalized (Note 5.8) |
|
1,947,504 |
|
3,241,008 |
R&D profit and loss |
|
4,581,241 |
|
3,852,014 |
Total |
|
6,528,745 |
|
7,093,022 |
F-23
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
6.4. Expenses classified by nature and function
|
|
|
|
Selling, |
|
|
|
|
|
|
general and |
|
|
|
|
Production |
|
administrative |
|
Total |
Item |
|
costs |
|
expenses |
|
09/30/2023 |
Amortization of intangible assets |
|
30,478 |
|
1,551,788 |
|
1,582,266 |
Analysis and storage |
|
570 |
|
153,473 |
|
154,043 |
Commissions and royalties |
|
134,592 |
|
794,058 |
|
928,650 |
Import and export expenses |
|
67,228 |
|
120,345 |
|
187,573 |
Depreciation of property, plant and equipment |
|
643,006 |
|
442,589 |
|
1,085,595 |
Depreciation of leased assets |
|
339,378 |
|
497,821 |
|
837,199 |
Impairment of receivables |
|
— |
|
352,920 |
|
352,920 |
Freight and haulage |
|
643,877 |
|
2,989,094 |
|
3,632,971 |
Employee benefits and social securities |
|
2,806,939 |
|
10,238,931 |
|
13,045,870 |
Maintenance |
|
422,757 |
|
568,155 |
|
990,912 |
Energy and fuel |
|
163,122 |
|
16,397 |
|
179,519 |
Supplies and materials |
|
260,043 |
|
831,454 |
|
1,091,497 |
Mobility and travel |
|
33,407 |
|
1,348,563 |
|
1,381,970 |
Publicity and advertising |
|
— |
|
1,161,498 |
|
1,161,498 |
Contingencies |
|
— |
|
27,109 |
|
27,109 |
Share-based incentives |
|
275,432 |
|
5,729,986 |
|
6,005,418 |
Professional fees and outsourced services |
|
509,450 |
|
1,575,982 |
|
2,085,432 |
Office supplies and registrations fees |
|
149,888 |
|
370,770 |
|
520,658 |
Insurance |
|
27,024 |
|
473,850 |
|
500,874 |
Information technology expenses |
|
18,361 |
|
743,163 |
|
761,524 |
Obsolescence |
|
505,285 |
|
— |
|
505,285 |
Taxes |
|
70,819 |
|
3,766,419 |
|
3,837,238 |
Miscellaneous |
|
21,599 |
|
178,483 |
|
200,082 |
Total |
|
7,123,255 |
|
33,932,848 |
|
41,056,103 |
F-24
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
|
|
|
|
Selling, |
|
|
|
|
|
|
general and |
|
|
|
|
Production |
|
administrative |
|
Total |
Item |
|
costs |
|
expenses |
|
09/30/2022 |
Amortization of intangible assets |
|
43,456 |
|
922,258 |
|
965,714 |
Analysis and storage |
|
5,425 |
|
113,265 |
|
118,690 |
Commissions and royalties |
|
118,960 |
|
623,459 |
|
742,419 |
Import and export expenses |
|
98,186 |
|
256,070 |
|
354,256 |
Depreciation of property, plant and equipment |
|
746,609 |
|
493,111 |
|
1,239,720 |
Depreciation of leased assets |
|
395,972 |
|
269,805 |
|
665,777 |
Impairment of receivables |
|
— |
|
156,053 |
|
156,053 |
Freight and haulage |
|
241,533 |
|
3,474,028 |
|
3,715,561 |
Employee benefits and social securities |
|
3,994,761 |
|
10,041,033 |
|
14,035,794 |
Maintenance |
|
462,743 |
|
980,742 |
|
1,443,485 |
Energy and fuel |
|
500,359 |
|
58,400 |
|
558,759 |
Supplies and materials |
|
339,843 |
|
491,811 |
|
831,654 |
Mobility and travel |
|
20,940 |
|
994,919 |
|
1,015,859 |
Publicity and advertising |
|
— |
|
1,888,497 |
|
1,888,497 |
Contingencies |
|
— |
|
2,448 |
|
2,448 |
Share-based incentives |
|
100,206 |
|
120,170 |
|
220,376 |
Professional fees and outsourced services |
|
674,014 |
|
4,610,610 |
|
5,284,624 |
Office supplies and registrations fees |
|
32,546 |
|
289,467 |
|
322,013 |
Insurance |
|
28,430 |
|
760,276 |
|
788,706 |
Information technology expenses |
|
13,243 |
|
993,378 |
|
1,006,621 |
Obsolescence |
|
539,382 |
|
79,107 |
|
618,489 |
Taxes |
|
45,049 |
|
4,130,539 |
|
4,175,588 |
Miscellaneous |
|
39,173 |
|
155,465 |
|
194,638 |
Total |
|
8,440,830 |
|
31,904,911 |
|
40,345,741 |
6.5. Other income or expenses, net
|
|
09/30/2023 |
|
09/30/2022 |
Net result from commercialization of agricultural products |
|
(1,316,393) |
|
6,327 |
Expenses recovery |
|
87,053 |
|
126,061 |
Other income or expenses, net |
|
(2,295) |
|
345,653 |
|
|
(1,231,635) |
|
478,041 |
F-25
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
6.6. Finance results
|
|
09/30/2023 |
|
09/30/2022 |
Financial costs |
|
|
|
|
Interest expenses with the Parents (Note 15) |
|
(97,063) |
|
(149,734) |
Interest expenses |
|
(6,935,241) |
|
(5,569,576) |
Financial commissions |
|
(629,553) |
|
(1,060,537) |
|
|
(7,661,857) |
|
(6,779,847) |
|
|
|
|
|
Other financial results |
|
|
|
|
Exchange differences generated by assets |
|
(9,685,066) |
|
(833,428) |
Exchange differences generated by liabilities |
|
10,335,537 |
|
6,322 |
Changes in fair value of financial assets or liabilities and other financial results |
|
(151,646) |
|
(569,032) |
Net gain of inflation effect on monetary items |
|
(380,960) |
|
107,832 |
|
|
117,865 |
|
(1,288,306) |
7. TAXATION
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
|
|
09/30/2023 |
|
09/30/2022 |
Current tax expense |
|
(6,457,134) |
|
(6,020,201) |
Deferred tax |
|
6,028,094 |
|
1,007,558 |
Total |
|
(429,040) |
|
(5,012,643) |
|
|
09/30/2023 |
|
09/30/2022 |
Beginning of the period deferred tax |
|
(28,472,383) |
|
(24,994,569) |
Additions for business combination |
|
— |
|
(16,704,770) |
Charge for the period |
|
6,028,094 |
|
1,007,558 |
Conversion difference |
|
(3,718,889) |
|
(261,014) |
Total net deferred tax |
|
(26,163,178) |
|
(40,952,795) |
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
|
|
09/30/2023 |
|
09/30/2022 |
Earning before income tax-rate |
|
(2,249,424) |
|
8,924,643 |
Income tax expense by applying tax rate in force in the respective countries |
|
(1,721,853) |
|
(5,739,069) |
Share of profit or loss of subsidiaries, joint ventures and associates |
|
530,177 |
|
313,280 |
Stock options charge |
|
(1,226,796) |
|
(57,818) |
Non-deductible expenses |
|
(383,074) |
|
(805,883) |
Unrecognized deferred tax |
|
— |
|
(895,896) |
Tax inflation adjustment |
|
4,826,023 |
|
1,822,594 |
Result of inflation effect on monetary items and other finance results |
|
(2,352,623) |
|
213,857 |
Others |
|
(100,894) |
|
136,292 |
Income tax expenses |
|
(429,040) |
|
(5,012,643) |
F-26
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
8. EARNING PER SHARE
The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:
|
|
09/30/2023 |
|
09/30/2022 |
Numerator |
|
|
|
|
(Loss) profit for the period (basic EPS) |
|
(4,591,634) |
|
498,297 |
(Loss) profit for the period (diluted EPS) |
|
(4,591,634) |
|
498,297 |
Denominator |
|
|
|
|
Weighted average number of shares (basic EPS) |
|
62,846,690 |
|
60,537,110 |
Weighted average number of shares (diluted EPS) |
|
62,846,690 |
|
61,736,679 |
|
|
|
|
|
Basic (loss) profit attributable to ordinary equity holders of the parent |
|
(0.0731) |
|
0.0082 |
Diluted (loss) profit attributable to ordinary equity holders of the parent |
|
(0.0731) |
|
0.0081 |
For the three-month period ended September 30, 2023 diluted EPS was equal to basic EPS as the effect of potential ordinary shares would be antidilutive.
For the three-month period ended September 30, 2022, diluted earnings per share was calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group had two categories of dilutive potential shares, share-based incentives and the convertible notes.
The stock options were included in the diluted EPS calculation for the period ended September 30, 2022 only for the tranches in which the average market price of ordinary shares during the periods was higher than the assumed proceeds per option.
Convertible notes outstanding were not included in the diluted EPS calculations for the period ended September 30, 2022 because the interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.
9. EQUITY INFORMATION
Capital issued
As of September 30, 2023, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 62,849,997 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,951,917 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,231,761 shares of our own.
Holders of the ordinary shares are entitled to one vote for each ordinary share.
F-27
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
10. CASH FLOW INFORMATION
Significant non-cash transactions related to investing and financing activities are as follows:
|
|
09/30/2023 |
|
09/30/2022 |
Investment activities |
|
|
|
|
Net assets acquisition by business combination |
|
— |
|
150,510,313 |
Investment in-kind in other related parties (Note 15) |
|
— |
|
550,183 |
Capitalization of interest on buildings in progress |
|
36,589 |
|
— |
|
|
36,589 |
|
151,060,496 |
|
|
|
|
|
|
|
09/30/2023 |
|
09/30/2022 |
Financing activities |
|
|
|
|
Capitalization of convertible notes (Note 5.13) |
|
— |
|
12,211,638 |
Purchase of own shares |
|
— |
|
(23,915,029) |
|
|
— |
|
(11,703,391) |
11. JOINT VENTURES AND ASSOCIATES
|
|
09/30/2023 |
|
06/30/2023 |
Assets |
|
|
|
|
Synertech Industrias S.A. |
|
37,550,684 |
|
36,026,710 |
Alfalfa Technologies S.R.L. |
|
36,502 |
|
36,502 |
Moolec Science S.A. |
|
3,233,598 |
|
3,233,598 |
|
|
40,820,784 |
|
39,296,810 |
|
|
09/30/2023 |
|
06/30/2023 |
Liabilities |
|
|
|
|
Trigall Genetics S.A. |
|
638,126 |
|
622,823 |
|
|
638,126 |
|
622,823 |
Changes in joint ventures investments and affiliates:
|
|
09/30/2023 |
|
09/30/2022 |
As of the beginning of the period |
|
38,673,987 |
|
37,836,144 |
Foreign currency translation |
|
— |
|
100,868 |
Share of profit or loss |
|
1,508,671 |
|
842,240 |
As of the end of the period |
|
40,182,658 |
|
38,779,252 |
Share of profit or loss of joint ventures and affiliates:
|
|
09/30/2023 |
|
09/30/2022 |
Trigall Genetics S.A. |
|
(15,303) |
|
(132,117) |
Synertech Industrias S.A. |
|
1,523,974 |
|
974,357 |
|
|
1,508,671 |
|
842,240 |
F-28
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
12. SEGMENT INFORMATION
The tables present information with respect to the Group´s reporting segments:
|
|
Seed and |
|
|
|
|
|
|
|
|
|
integrated |
|
Crop |
|
Crop |
|
|
|
Period ended September 30, 2023 |
|
products |
|
protection |
|
nutrition |
|
Consolidated |
|
Revenues from contracts with customers |
|
|
|
|
|
|
|
|
|
Sale of goods and services |
|
21,677,053 |
|
55,754,360 |
|
38,197,379 |
|
115,628,792 |
|
Royalties |
|
554,013 |
|
— |
|
— |
|
554,013 |
|
Others |
|
|
|
|
|
|
|
|
|
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
87,844 |
|
172,118 |
|
150,951 |
|
410,913 |
|
Total |
|
22,318,910 |
|
55,926,478 |
|
38,348,330 |
|
116,593,718 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(14,110,381) |
|
(36,183,792) |
|
(21,321,608) |
|
(71,615,781) |
|
Gross profit per segment |
|
8,208,529 |
|
19,742,686 |
|
17,026,722 |
|
44,977,937 |
|
% Gross margin |
|
37 |
% |
35 |
% |
44 |
% |
39 |
% |
|
|
Seed and |
|
|
|
|
|
|
|
|
|
integrated |
|
Crop |
|
Crop |
|
|
|
Period ended September 30, 2022 |
|
products |
|
protection |
|
nutrition |
|
Consolidated |
|
Revenues from contracts with customers |
|
|
|
|
|
|
|
|
|
Sale of goods and services |
|
13,073,640 |
|
62,986,173 |
|
50,053,823 |
|
126,113,636 |
|
Royalties |
|
729,612 |
|
— |
|
— |
|
729,612 |
|
Others |
|
|
|
|
|
|
|
|
|
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
51,451 |
|
89,573 |
|
348,982 |
|
490,006 |
|
Total |
|
13,854,703 |
|
63,075,746 |
|
50,402,805 |
|
127,333,254 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(5,539,489) |
|
(45,035,250) |
|
(25,101,139) |
|
(75,675,878) |
|
Gross profit per segment |
|
8,315,214 |
|
18,040,496 |
|
25,301,666 |
|
51,657,376 |
|
% Gross margin |
|
60 |
% |
29 |
% |
50 |
% |
41 |
% |
As of the current period, changes in the net realizable value of agricultural products after harvest have been excluded from segment information since those results depend on market fluctuations which are beyond the Group’s operating control. The company has recast the comparative amounts.
F-29
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
13. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
Financial instruments by category
The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of September 30, 2023, and June 30, 2023.
Financial assets by category
|
|
|
|
|
|
Mandatorily measured at fair |
||
|
|
Amortized cost |
|
value through profit or loss |
||||
Financial asset |
|
09/30/2023 |
|
06/30/2023 |
|
09/30/2023 |
|
06/30/2023 |
Cash and cash equivalents |
|
25,954,730 |
|
48,129,194 |
|
2,419,194 |
|
— |
Other financial assets |
|
502,910 |
|
657,612 |
|
14,628,202 |
|
11,922,317 |
Trade receivables |
|
186,276,319 |
|
158,006,474 |
|
— |
|
— |
Other receivables (*) |
|
11,753,573 |
|
12,124,724 |
|
— |
|
— |
Total |
|
224,487,532 |
|
218,918,004 |
|
17,047,396 |
|
11,922,317 |
(*) |
Advances expenses and tax balances are not included. |
Financial liabilities by category
|
|
|
|
|
|
Mandatorily measured at fair |
||
|
|
Amortized cost |
|
value through profit or loss |
||||
Financial liability |
|
09/30/2023 |
|
06/30/2023 |
|
09/30/2023 |
|
06/30/2023 |
Trade and other payables |
|
152,753,083 |
|
142,582,166 |
|
6,372,275 |
|
8,225,508 |
Borrowings |
|
149,510,477 |
|
168,310,605 |
|
— |
|
— |
Secured notes |
|
76,911,874 |
|
75,213,146 |
|
— |
|
— |
Lease liability |
|
13,552,751 |
|
13,889,223 |
|
— |
|
— |
Consideration for acquisition of assets |
|
6,742,570 |
|
4,993,256 |
|
— |
|
— |
Total |
|
399,470,755 |
|
404,988,396 |
|
6,372,275 |
|
8,225,508 |
F-30
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Financial instruments measured at fair value
Measurement at fair value at 09/30/2023 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|
|
|
|
|
|
Financial assets at fair value |
|
|
|
|
|
|
US Treasury bills |
|
9,719,486 |
|
— |
|
— |
Mutual funds |
|
3,236,702 |
|
— |
|
— |
Other investments |
|
1,672,014 |
|
— |
|
— |
Financial liability at fair value |
|
|
|
|
|
|
Trade and other payables |
|
— |
|
6,372,275 |
|
— |
|
|
|
|
|
|
|
Measurement at fair value at 06/30/2023 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|
|
|
|
|
|
Financial assets at fair value |
|
|
|
|
|
|
US Treasury bills |
|
9,163,298 |
|
— |
|
— |
Mutual funds |
|
1,596,539 |
|
— |
|
— |
Other investments |
|
1,162,480 |
|
— |
|
— |
Financial liability at fair value |
|
|
|
|
|
|
Trade and other payables |
|
— |
|
8,225,508 |
|
— |
Estimation of fair value
The fair value of marketable securities, mutual funds and US Treasury Bills 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 Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer. There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.
Financial instruments not measured at fair value
The financial instruments not measured at fair value include cash and cash equivalents, trade accounts receivable, other accounts receivable, trade payables and other debts, borrowings, financed payments and convertible notes.
The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.12).
Management estimates that the carrying value of the financial instruments measured at amortized cost approximates their fair value.
F-31
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. Currency on foreign exchange risk arises when the Group enters into transactions denominated in a currency other than its functional currency.
The table below sets forth our net exposure to currency risk as of September 30, 2023:
Net foreign currency position |
|
09/30/2023 |
Amount expressed in US$ |
|
(5,353,860) |
Considering only this net currency exposure as of September 30, 2023 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended September 30, 2023 would have resulted in a net pre-tax loss or gain of approximately $0.5 million.
14. LEASES
Right-of-use leased asset |
|
09/30/2023 |
|
06/30/2023 |
Book value at the beginning of the period/year |
|
21,163,192 |
|
15,828,032 |
Additions of the period/year |
|
1,072,418 |
|
3,154,950 |
Additions from business combination |
|
— |
|
3,005,000 |
Disposals |
|
(461,631) |
|
(1,839,921) |
Exchange differences |
|
(513,269) |
|
1,015,131 |
Book value at the end of the period/year |
|
21,260,710 |
|
21,163,192 |
|
|
|
|
|
Depreciation |
|
09/30/2023 |
|
06/30/2023 |
Book value at the beginning of the period/year |
|
7,226,617 |
|
3,684,006 |
Depreciation of the period/year |
|
837,199 |
|
3,565,894 |
Disposals |
|
(274,431) |
|
(171,870) |
Exchange differences |
|
(47,874) |
|
148,587 |
Accumulated depreciation at the end of the period/year |
|
7,741,511 |
|
7,226,617 |
Total |
|
13,519,199 |
|
13,936,575 |
Lease liability |
|
09/30/2023 |
|
06/30/2023 |
Book value at the beginning of the period/year |
|
13,889,223 |
|
11,751,284 |
Additions of the period/year |
|
1,072,418 |
|
3,154,950 |
Additions from business combination |
|
— |
|
3,245,000 |
Interest expenses, exchange differences and inflation effects |
|
(238,851) |
|
(406,494) |
Payments of the period/year |
|
(1,170,039) |
|
(3,855,517) |
Total |
|
13,552,751 |
|
13,889,223 |
F-32
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Lease Liabilities |
|
09/30/2023 |
|
06/30/2023 |
Non-current |
|
9,225,862 |
|
10,030,524 |
Current |
|
4,326,889 |
|
3,858,699 |
Total |
|
13,552,751 |
|
13,889,223 |
The recognized right-of-use assets relate to the following types of assets:
|
|
09/30/2023 |
|
06/30/2023 |
Machinery and equipment |
|
3,655,741 |
|
3,655,741 |
Vehicles |
|
1,433,616 |
|
1,475,581 |
Equipment and computer software |
|
1,011,490 |
|
903,306 |
Land and buildings |
|
15,159,863 |
|
15,128,564 |
|
|
21,260,710 |
|
21,163,192 |
The incremental borrowing rate used was 2.13 %.
15. SHAREHOLDERS AND OTHER RELAED PARTIES BALANCES AND TRANSACTIONS
During the period ended September 30, 2023, and 2022, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:
|
|
|
|
Value of transactions for the period ended |
||
Party |
|
Transaction type |
|
09/30/2023 |
|
09/30/2022 |
Joint ventures and associates |
|
Sales and services |
|
6,801,117 |
|
17,083,027 |
Joint ventures and associates |
|
Purchases of goods and services |
|
(20,691,171) |
|
(25,314,814) |
Key management personnel |
|
Salaries, social security benefits and other benefits |
|
(6,702,803) |
|
(648,494) |
Shareholders and other related parties |
|
Sales of goods and services |
|
1,590,568 |
|
261,418 |
Shareholders and other related parties |
|
Purchases of goods and services |
|
(196,051) |
|
(239,772) |
Shareholders and other related parties |
|
In-kind contributions |
|
— |
|
550,183 |
Shareholders and other related parties |
|
Net loans granted/(cancelled) |
|
— |
|
(1,609) |
Shareholders and other related parties |
|
Interest expenses |
|
(23,000) |
|
— |
Parent company and related parties to Parent (Note 6.6) |
|
Interest expenses |
|
(97,063) |
|
(149,734) |
Total |
|
|
|
(19,318,403) |
|
(8,459,795) |
|
|
|
|
Amounts receivable from related parties |
||
Party |
|
Transaction type |
|
09/30/2023 |
|
06/30/2023 |
Shareholders and other related parties |
|
Other receivables |
|
1,368,373 |
|
— |
Shareholders and other related parties |
|
Other receivables |
|
2,919,431 |
|
3,792,429 |
Joint ventures and associates |
|
Trade debtors |
|
781,451 |
|
865,627 |
Joint ventures and associates |
|
Other receivables |
|
6,699,863 |
|
6,334,219 |
Total |
|
|
|
11,769,118 |
|
10,992,275 |
F-33
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
|
|
|
|
Amounts payable to related parties |
||
Party |
|
Transaction type |
|
09/30/2023 |
|
06/30/2022 |
Parent company and related parties to Parent |
|
Trade creditors |
|
(270,645) |
|
(644,191) |
Parent company and related parties to Parent |
|
Net loans payables |
|
(3,565,754) |
|
(3,491,691) |
Key management personnel |
|
Salaries, social security benefits and other benefits |
|
(333,616) |
|
(218,068) |
Shareholders and other related parties |
|
Trade and other payables |
|
(27,708) |
|
(35,292) |
Joint ventures and associates |
|
Trade creditors |
|
(47,282,380) |
|
(41,402,594) |
Total |
|
|
|
(51,480,103) |
|
(45,791,836) |
16. KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the period ended September 30, 2023, and 2022.
|
|
09/30/2023 |
|
09/30/2022 |
|
|
|
|
|
Salaries, social security and other benefits |
|
509,135 |
|
421,143 |
Share-based incentives |
|
6,193,668 |
|
227,351 |
Total |
|
6,702,803 |
|
648,494 |
17. SHARE-BASED PAYMENT
Pursuant to the 2023 Omnibus Equity Incentive Plan approved on May 12, 2023, in August 2023 the Board has granted the following stock options plan to certain directors, executives and management of the Group.
- |
Past Share Option plan: immediately vested options with a strike price between $11.93 and $13.24. |
- |
Base Share Option plan: to vest and become exercisable in equal installments on June 30, 2023, June 30, 2024, and June 30, 2025, with a strike price of $10.47. |
- |
Performance Share Option plan: to vest and become exercisable if the Company’s fiscal year 2025 EBITDA reaches at least US$120 million, at 0% of the award, and linearly thereafter up to 100% of the awarded options when reaching at least US$150 million. This option has also a strike price of $10.47. |
The fair value of the stock options at the grant date was estimated using the “Black-Scholes” model considering the terms and conditions under which the stock options were granted and adjusted to consider the possible dilutive effect of the future exercise of options. As of September 30, 2023, the expenses associated with share-based incentive plans are included in results within “Share-based incentives” along with the associated increase in net worth.
18. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosure made in the Consolidated financial statement as of June 30, 2023.
19. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Subsequent to September 30, 2023, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these consolidated financial statements that were not mentioned above.
F-34