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Bioceres Crop Solutions (BIOX) - 2021 Q4 - Earnings Call Transcript
2022-03-28 23:48
Marrone Bio Innovations, Inc. (MBII) Q4 2021 Results Conference Call March 28, 2022 4:30 PM ET Company Participants Linda Moore - Chief Legal Officer Kevin Helash - Chief Executive Officer LaDon Johnson - Interim CFO Matti Tiainen - Senior Vice President of International Sales Kamal El Mernissi - Senior Director of Product & Marketing Conference Call Participants Bobby Burleson - Canaccord Dmitry Silversteyn - Water Tower Research Operator Good day, ladies and gentlemen. Thank you for standing by. Welcome t ...
Bioceres Crop Solutions (BIOX) - 2022 Q2 - Quarterly Report
2022-02-24 16:00
[Unaudited Interim Condensed Consolidated Financial Statements](index=3&type=section&id=Unaudited%20interim%20condensed%20consolidated%20financial%20statements) This section presents the company's financial position, comprehensive income, equity changes, and cash flows for the interim period ended December 31, 2021, highlighting significant financial performance and balance sheet shifts [Statements of Financial Position](index=3&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20FINANCIAL%20POSITION) As of December 31, 2021, total assets increased to **$469.6 million** from **$394.6 million**, driven by current assets, while total liabilities rose to **$358.2 million** from **$304.3 million**, primarily due to non-current borrowings, resulting in an equity increase to **$111.4 million** Consolidated Statement of Financial Position (in USD) | Account | 12/31/2021 | 06/30/2021 | | :--- | :--- | :--- | | **Total Current Assets** | 272,038,956 | 211,489,658 | | **Total Non-Current Assets** | 197,600,606 | 183,100,299 | | **Total Assets** | **469,639,562** | **394,589,957** | | **Total Current Liabilities** | 180,151,507 | 168,037,855 | | **Total Non-Current Liabilities** | 178,078,454 | 136,261,798 | | **Total Liabilities** | **358,229,961** | **304,299,653** | | **Total Equity** | **111,409,601** | **90,290,304** | | **Total Equity and Liabilities** | **469,639,562** | **394,589,957** | - The increase in current assets was largely due to a rise in **Trade Receivables (from $88.8 million to $119.3 million)** and **Inventories (from $61.0 million to $87.3 million)**[3](index=3&type=chunk) - The growth in total liabilities was primarily driven by an increase in non-current borrowings, which rose from **$48.0 million to $90.7 million**[4](index=4&type=chunk) [Statements of Comprehensive Income](index=5&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME) For the six months ended December 31, 2021, revenues significantly increased to **$158.7 million** from **$90.1 million**, leading to a **profit of $7.6 million** compared to a prior-year loss of **$4.6 million**, with basic EPS at **$0.1046** and total comprehensive income at **$21.2 million** Six-Month Performance Summary (in USD) | Metric | Six-months ended 12/31/2021 | Six-months ended 12/31/2020 | | :--- | :--- | :--- | | Revenues from contracts | 158,667,650 | 90,108,598 | | Operating profit | 27,741,426 | 19,902,485 | | Profit (loss) for the period | 7,603,722 | (4,571,304) | | Total comprehensive profit (loss) | 21,226,210 | (3,776,177) | | Basic profit (loss) per share | 0.1046 | (0.1663) | | Diluted profit (loss) per share | 0.1014 | (0.1663) | - Revenue for the three-month period ended Dec 31, 2021, nearly doubled to **$92.3 million** from **$48.0 million** in the same period of 2020[5](index=5&type=chunk) [Statements of Changes in Equity](index=7&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20STATEMENTS%20OF%20CHANGES%20IN%20EQUITY) Total equity increased from **$90.3 million** to **$111.4 million** during the six months ended December 31, 2021, primarily driven by a **$7.6 million profit** and **$13.6 million in other comprehensive income**, including foreign currency translation gains Changes in Equity for the Six-Month Period Ended 12/31/2021 (in USD) | Description | Amount | | :--- | :--- | | **Equity at 06/30/2021** | **90,290,304** | | Share-based incentives | 873,409 | | Changes in non-controlling interests | (980,322) | | Profit for the period | 7,603,722 | | Other comprehensive income | 13,622,488 | | **Equity at 12/31/2021** | **111,409,601** | - In the comparable prior-year period (six months ended Dec 31, 2020), total equity decreased from **$60.7 million to $77.9 million**, impacted by a net loss of **$4.6 million** but supported by share issuances totaling **$21.8 million**[9](index=9&type=chunk) [Statements of Cash Flows](index=9&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended December 31, 2021, net cash used in operating activities improved to **$19.9 million**, investing activities generated **$4.0 million**, and financing activities generated **$17.8 million**, resulting in cash and cash equivalents of **$36.4 million** at period-end Six-Month Cash Flow Summary (in USD) | Activity | 12/31/2021 | 12/31/2020 | | :--- | :--- | :--- | | Net cash flows used in operating activities | (19,867,508) | (23,645,659) | | Net cash flows generated by (used in) investing activities | 3,966,879 | (12,195,310) | | Net cash flows generated by financing activities | 17,777,727 | 12,173,742 | | **Net increase (decrease) in cash** | **1,877,098** | **(23,667,227)** | | **Cash at end of period** | **36,366,131** | **19,130,206** | - The negative operating cash flow was primarily due to working capital adjustments, including a **$34.5 million increase in trade receivables** and a **$35.2 million increase in inventories**[13](index=13&type=chunk) - Financing activities were driven by **$79.9 million in proceeds from borrowings**, offset by **$58.8 million in repayments**[15](index=15&type=chunk) [Notes to the Financial Statements](index=12&type=section&id=Notes%20to%20the%20unaudited%20interim%20condensed%20consolidated%20financial%20statements) This section provides detailed explanations of the accounting policies, operational factors, and specific components of the financial statements, including segment information and post-reporting events [General Information and Accounting Policies (Notes 1-3)](index=12&type=section&id=1.%20GENERAL%20INFORMATION) Bioceres Crop Solutions Corp. is a global provider of crop productivity technologies, with financial statements prepared under IAS 34 in US Dollars, applying IAS 29 for hyperinflationary economies, and including non-material reclassifications to prior period cash flows - The company is a fully integrated provider of crop productivity technologies, including a biotech platform for seeds, microbial ag-inputs, and crop nutrition/protection solutions[18](index=18&type=chunk) - The financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the annual statements as of June 30, 2021[20](index=20&type=chunk)[21](index=21&type=chunk) - Due to hyperinflation in Argentina, the company applies IAS 29, which requires restating non-monetary items using a general price index, with the presentation currency being the US Dollar[25](index=25&type=chunk)[30](index=30&type=chunk) - The Group revised its previously issued cash flow statement for December 31, 2020, to reclassify certain short-term investments to cash equivalents and move purchases of own shares from investing to financing activities, with the impact deemed non-material[33](index=33&type=chunk) [Operational Factors (Notes 4-5)](index=15&type=section&id=4.%20IMPACT%20OF%20COVID-19) The Group's agricultural operations were largely exempt from COVID-19 disruptions, with no material financial impact, though future uncertainties remain, and the business exhibits high seasonality with sales concentrated in the third and fourth calendar quarters - The Group's operations in agricultural production and commercialization have been mostly exempted from disruptions caused by COVID-19, with no material impact on financial condition or results[42](index=42&type=chunk) - The business is highly seasonal, with sales concentrated in the third and fourth quarters of the calendar year, aligning with the South American growing season, which leads to significant fluctuations in quarterly results[45](index=45&type=chunk) [Details of Financial Position (Note 6)](index=16&type=section&id=6.%20INFORMATION%20ABOUT%20COMPONENTS%20OF%20UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20FINANCIAL%20POSITION) This note provides a detailed breakdown of key balance sheet items as of December 31, 2021, showing significant increases in inventories and trade receivables, growth in biological assets (HB4 Wheat), modest increases in PP&E and intangible assets, and a shift in borrowings towards a higher non-current portion [Inventories (Note 6.5)](index=18&type=section&id=6.5.%20Inventories) Total inventories increased to **$87.3 million** as of December 31, 2021, from **$61.0 million** on June 30, 2021, primarily due to growth in resale, manufactured, and agricultural products Inventory Breakdown (in USD) | Category | 12/31/2021 | 06/30/2021 | | :--- | :--- | :--- | | Resale products | 31,157,840 | 21,368,521 | | Manufactured products | 14,169,831 | 10,902,683 | | Agricultural products | 31,031,179 | 21,984,626 | | Supplies | 10,209,965 | 6,320,594 | | **Total (Net of allowance)** | **87,308,712** | **61,037,551** | [Biological Assets (Note 6.6)](index=18&type=section&id=6.6.%20Biological%20assets) Biological assets increased to **$8.1 million** as of December 31, 2021, from **$2.3 million**, driven by costs incurred and fair value changes, with **HB4 Wheat** accounting for **$5.9 million** of the total - The value of biological assets grew from **$2.3 million to $8.1 million** during the six-month period, with **HB4 Wheat** being the largest component at **$5.9 million**[54](index=54&type=chunk) [Property, Plant and Equipment (Note 6.7)](index=18&type=section&id=6.7.%20Property%2C%20plant%20and%20equipment) The net carrying amount of Property, Plant, and Equipment (PP&E) slightly increased to **$48.9 million** from **$48.0 million**, with Land and Buildings remaining the largest asset class at **$35.1 million**, reflecting **$1.8 million** in additions and **$1.7 million** in depreciation PP&E Summary (in USD) | Category | 12/31/2021 | 06/30/2021 | | :--- | :--- | :--- | | Gross carrying amount | 67,386,521 | 63,974,402 | | Accumulated depreciation | (18,439,966) | (16,019,806) | | **Net carrying amount** | **48,946,555** | **47,954,596** | [Intangible Assets (Note 6.8)](index=21&type=section&id=6.8.%20Intangible%20assets) The net carrying amount of intangible assets increased to **$72.6 million** from **$67.3 million**, primarily comprising the **HB4 soy and breeding program ($29.5 million)** and **customer loyalty ($20.9 million)**, with **$2.4 million** in capitalized R&D expenditures Intangible Assets Summary (in USD) | Category | 12/31/2021 | 06/30/2021 | | :--- | :--- | :--- | | Gross carrying amount | 85,908,018 | 78,019,203 | | Accumulated amortization | (13,345,000) | (10,676,841) | | **Net carrying amount** | **72,563,018** | **67,342,362** | - Key intangible assets include the **HB4 soy and breeding program ($29.5 million)**, **customer loyalty ($20.9 million)**, and **trademarks and patents ($7.3 million)**[66](index=66&type=chunk) [Borrowings (Note 6.11)](index=23&type=section&id=6.11.%20Borrowings) Total borrowings increased to **$139.0 million** from **$124.8 million**, with a significant shift from current to non-current liabilities, as current borrowings decreased to **$48.2 million** while non-current borrowings rose to **$90.7 million**, partly due to a **$20 million** corporate bond offering Borrowings Breakdown (in USD) | Category | 12/31/2021 | 06/30/2021 | | :--- | :--- | :--- | | Current Borrowings | 48,230,663 | 76,785,857 | | Non-Current Borrowings | 90,738,228 | 47,988,468 | | **Total Borrowings** | **138,968,891** | **124,774,325** | - On December 23, 2021, the company completed a **$20 million public offering of Series VII corporate bonds** maturing in December 2024 with an annual interest rate of **1.49%**[76](index=76&type=chunk) [Details of Comprehensive Income (Note 7)](index=24&type=section&id=7.%20INFORMATION%20ABOUT%20COMPONENTS%20OF%20UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) This note details the income statement for the six months ended December 31, 2021, showing revenue growth to **$158.7 million**, a gross profit of **$66.4 million**, total R&D investment of **$5.2 million**, and improved net financial results at a cost of **$13.4 million** Revenue Breakdown (in USD) | Category | 12/31/2021 | 12/31/2020 | | :--- | :--- | :--- | | Sale of goods and services | 157,538,626 | 88,616,572 | | Royalties | 1,129,024 | 1,492,026 | | **Total** | **158,667,650** | **90,108,598** | R&D Investment Summary (in USD) | Category | 12/31/2021 | 12/31/2020 | | :--- | :--- | :--- | | R&D capitalized | 2,425,244 | 1,556,367 | | R&D expensed | 2,815,574 | 2,139,032 | | **Total R&D** | **5,240,818** | **3,695,399** | Net Financial Results (in USD) | Category | 12/31/2021 | 12/31/2020 | | :--- | :--- | :--- | | Financial costs | (6,763,065) | (10,642,180) | | Other financial results | (6,638,224) | (7,990,156) | | **Total net financial results** | **(13,401,289)** | **(18,632,336)** | [Taxation and EPS (Notes 8-9)](index=28&type=section&id=8.%20TAXATION) For the six months ended December 31, 2021, the company reported an income tax expense of **$6.7 million** on a **$14.3 million profit before tax**, with basic EPS at **$0.1046** and diluted EPS at **$0.1014**, marking a significant improvement from the prior-year loss per share Income Tax Expense (in USD) | Category | 12/31/2021 | 12/31/2020 | | :--- | :--- | :--- | | Current tax expense | (11,916,178) | (6,716,736) | | Deferred tax | 5,179,763 | 875,283 | | **Total** | **(6,736,415)** | **(5,841,453)** | Earnings Per Share (EPS) | Metric | Six-months ended 12/31/2021 | Six-months ended 12/31/2020 | | :--- | :--- | :--- | | Basic EPS | 0.0834 | (0.1663) | | Diluted EPS | 0.0808 | (0.1663) | [Segment and Investment Information (Notes 12-13)](index=30&type=section&id=13.%20SEGMENT%20INFORMATION) The company operates three segments: Crop Protection (**$82.6 million** revenue), Crop Nutrition (**$51.9 million** revenue), and Seed and Integrated Products (**$25.1 million** revenue), with the latter achieving the highest gross margin at **64%**, and holds **$34.1 million** in joint venture investments Segment Performance for Six Months Ended 12/31/2021 (in USD) | Segment | Total Revenue | Cost of Sales | Gross Profit | Gross Margin % | | :--- | :--- | :--- | :--- | :--- | | Seed and integrated products | 25,110,137 | (8,988,420) | 16,121,717 | 64% | | Crop protection | 82,603,469 | (57,480,257) | 25,123,212 | 30% | | Crop nutrition | 51,855,492 | (26,746,765) | 25,108,727 | 48% | - Compared to the prior year, all segments showed strong revenue growth, with **Crop Nutrition revenue more than doubling from $21.2 million to $51.9 million**, and **Crop Protection revenue growing from $48.7 million to $82.6 million**[109](index=109&type=chunk) - Investments in joint ventures and associates totaled **$34.1 million** as of December 31, 2021, with **Synertech Industrias S.A. being the largest holding at $30.9 million**[104](index=104&type=chunk) [Compensation and Share-Based Payments (Notes 16-17)](index=35&type=section&id=17.%20SHARE-BASED%20PAYMENTS) For the six months ended December 31, 2021, key management personnel compensation totaled **$1.7 million**, including **$0.9 million** in share-based incentives, with **93,600 new options** granted under plans with exercise prices of **$4.55** and **$5.55**, resulting in a **$0.6 million** charge for option plans and **$0.25 million** for bonuses Key Management Personnel Compensation (in USD) | Category | 12/31/2021 | 12/31/2020 | | :--- | :--- | :--- | | Salaries, social security and other benefits | 803,905 | 1,079,894 | | Share-based incentives | 873,407 | 636,519 | | **Total** | **1,677,312** | **1,716,413** | - The company has share option plans for directors and management with exercise prices of **$4.55 and $5.55 per share**, expiring in 2029 and 2030, respectively[124](index=124&type=chunk) - The total charge recognized for share-based payments during the period was **$0.6 million for option plans** and **$0.25 million for annual bonuses**[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) [Other Disclosures (Notes 18-20)](index=37&type=section&id=20.%20EVENTS%20OCCURRING%20AFTER%20THE%20REPORTING%20PERIOD) As of December 31, 2021, lease liabilities totaled **$1.2 million** with corresponding right-of-use assets valued at **$1.5 million**, and no significant changes to contingencies or commitments occurred since the last annual report, nor were there any significant post-reporting period events requiring adjustment or disclosure Lease Summary (in USD) | Account | 12/31/2021 | 06/30/2021 | | :--- | :--- | :--- | | Right-of-use leased asset | 1,488,608 | 1,327,660 | | Lease liability (Total) | 1,205,745 | 1,140,717 | - There were no significant changes to contingencies, commitments, or restrictions on profit distribution since the annual financial statement of June 30, 2021[136](index=136&type=chunk) - No significant events occurred after the December 31, 2021 reporting period that would require adjustment or disclosure[137](index=137&type=chunk)
Bioceres Crop Solutions (BIOX) - 2022 Q2 - Earnings Call Transcript
2022-02-10 19:48
Bioceres Crop Solutions Corp. (NASDAQ:BIOX) Q2 2022 Earnings Conference Call February 11, 2022 8:30 AM ET Company Participants Rodrigo Krause - Head, IR Federico Trucco - CEO Enrique López Lecube - CFO Conference Call Participants Ben Klieve - Lake Street Capital Market Brian Wright - ROTH Capital Partners Kemp Dolliver - Brookline Capital Markets Operator Hello and welcome to the Bioceres Crop Solutions' Fiscal Second Quarter 2022 Financial Results Conference Call. My name is Victoria and I will be coordin ...
Bioceres Crop Solutions (BIOX) - 2022 Q2 - Earnings Call Presentation
2022-02-10 14:41
Second Quarter Fiscal Year 2022 Financial and Operating Results a Bioceres Crop Solutions Disclaimer | --- ...
Bioceres Crop Solutions (BIOX) Presents At Roth 10th Annual Technology & Inaugural AgTech Answers Virtual Event - Slideshow
2021-11-22 19:34
Investor Presentation NASDAQ: BIOX November 2021 ര Bioceres Crop Solutions Disclaimer | --- ...
Bioceres Crop Solutions (BIOX) - 2022 Q1 - Earnings Call Presentation
2021-11-15 17:59
| --- | --- | --- | --- | |-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | Disclaimer | --- ...
Bioceres Crop Solutions (BIOX) - 2021 Q3 - Earnings Call Transcript
2021-11-11 04:00
Marrone Bio Innovations, Inc. (MBII) Q3 2021 Earnings Conference Call November 10, 2021 4:30 PM ET Company Participants Linda Moore – Chief Legal Officer Kevin Helash – Chief Executive Officer Sue Cheung – Chief Financial Officer Matti Tiainen – Senior Vice President of International Sales Conference Call Participants Gerry Sweeney – Roth Capital Laurence Alexander – Jefferies Ben Klieve – Lake Street Capital Operator Good day, and thank you for standing by. Welcome to the Third Quarter 2021 Earnings Confer ...
Bioceres Crop Solutions (BIOX) - 2021 Q4 - Annual Report
2021-10-28 16:00
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 October 2021 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 annua ...
Bioceres Crop Solutions (BIOX) - 2021 Q4 - Annual Report
2021-10-28 16:00
[PART I](index=5&type=section&id=PART%20I) This part details the company's formation, business operations, risk factors, and financial performance [Introductory Note and Presentation of Financial and Other Information](index=5&type=section&id=INTRODUCTORY%20NOTE%20AND%20PRESENTATION%20OF%20FINANCIAL%20AND%20OTHER%20INFORMATION) The company was formed via a business combination, changed its fiscal year, and reports under IFRS in USD - On March 14, 2019, Union Acquisition Corp (UAC) completed a business combination with Bioceres, Inc, subsequently changing its name to **Bioceres Crop Solutions Corp** and becoming the holding company for the Bioceres crop business[6](index=6&type=chunk)[9](index=9&type=chunk) - Concurrently with the business combination, the company exercised the Rizobacter Call Option, increasing its indirect ownership in Rizobacter to **80%**[9](index=9&type=chunk) - The company's fiscal year end was changed from December 31 to **June 30**, with financial statements prepared under IFRS as issued by the IASB[11](index=11&type=chunk)[12](index=12&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=6&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that the report contains forward-looking statements subject to risks and uncertainties - The report includes forward-looking statements concerning future business results, financial conditions, and growth strategies, which are inherently subject to risks and uncertainties[20](index=20&type=chunk) - Specific forward-looking topics include the ability to commercialize biotechnology products, the success of the **HB4 technology**, obtaining regulatory approvals, and the impact of health epidemics like COVID-19[21](index=21&type=chunk) [Item 3. Key Information](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section presents key information for investors, with a primary focus on extensive risk factors [Risk Factors](index=8&type=section&id=D.%20Risk%20Factors) - The company's business is subject to significant risks, including challenges in developing marketable technologies, obtaining regulatory approvals, dependence on the licensed **HB4 technology**, a lengthy and uncertain product development cycle, and reliance on collaborators[25](index=25&type=chunk)[32](index=32&type=chunk) - Intellectual property risks include the potential inability to adequately protect IP rights globally, changes in patent law, and potential litigation for infringing on third-party IP[29](index=29&type=chunk) - Operations in Latin America expose the company to risks from adverse economic and political conditions, government intervention, currency fluctuations, high inflation, and exchange controls, particularly in **Argentina**[30](index=30&type=chunk) - Risks related to the company's securities include potential price volatility, dilution from convertible notes, and governance implications of being a **"controlled company"** under Nasdaq rules, with Bioceres SA holding majority voting power[31](index=31&type=chunk) [Item 4. Information on the Company](index=42&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) The company is an integrated crop productivity provider focused on its HB4 technology and three core business segments [History and Development of the Company](index=42&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) - The company was formed through a business combination between Union Acquisition Corp and Bioceres, Inc on **March 14, 2019**, and is a Cayman Islands exempted company[279](index=279&type=chunk)[280](index=280&type=chunk) - A key historical event was the acquisition of an **80% stake in Rizobacter**, a global leader in biological products, which significantly enhanced the company's market access and product portfolio[280](index=280&type=chunk)[284](index=284&type=chunk) - In November 2020, the company acquired the remaining 50% interest in Verdeca LLC from Arcadia Biosciences, gaining **full control over the HB4 Soy technology platform** and other related assets[282](index=282&type=chunk) - On April 26, 2021, the company voluntarily transferred its stock exchange listing from the NYSE American to **The Nasdaq Global Select Market** to enhance its visibility as an Ag-Tech company[283](index=283&type=chunk) [Business Overview](index=44&type=section&id=B.%20Business%20Overview) - The company's business model is based on three pillars: **Technology Sourcing** (partnering with research institutions), **Product Development Partnering** (creating joint ventures), and **Production and Market Access** (leveraging proprietary channels and licensing)[313](index=313&type=chunk) - The product development process is lengthy, averaging **5 to 12 years**, and is structured in phases: Discovery, Proof of Concept, Early Development, Advanced Development, Pre-Launch, and Product Launch[319](index=319&type=chunk)[49](index=49&type=chunk) - The company operates through three main segments: **Crop Protection** (adjuvants, insecticides), **Seed & Integrated Products** (HB4 seed traits, germplasm), and **Crop Nutrition** (inoculants, micro-beaded fertilizers)[332](index=332&type=chunk) Segment Financials (Year Ended June 30, 2021) | Segment | Key Products | Total Revenue (USD Million) | Gross Margin (%) | | :--- | :--- | :--- | :--- | | Crop Protection | Adjuvants, Pest control molecules | 114.1 | 34% | | Seed & Integrated Product | Seed treatment packs, Seed germplasm, HB4 Wheat/Soy | 34.8 | 63% | | Crop Nutrition | Micro-bead fertilizers, Inoculants | 60.6 | 50% | - The **HB4 technology** is a core asset, demonstrating increased yields in soybean and wheat under drought conditions[337](index=337&type=chunk)[373](index=373&type=chunk) - HB4 Soy is approved in markets covering **~85% of global soy acreage**, while HB4 Wheat has been approved in Argentina, contingent on Brazilian import approval[337](index=337&type=chunk)[373](index=373&type=chunk) [Organizational Structure](index=74&type=section&id=C.%20Organizational%20Structure) Main Subsidiaries and Ownership Interest (as of report date) | Name | Country of Incorporation | Ownership Interest (%) | | :--- | :--- | :--- | | BCS Holding Inc | USA | 100% | | Rasa Holding LLC | USA | 100% | | Bioceres Semillas S.A.U | Argentina | 100% | | Rizobacter Argentina S.A. | Argentina | 80% | | Verdeca LLC | USA | 100% | | Trigall Genetics S.A. | Uruguay | 50% | [Property, Plant and Equipment](index=76&type=section&id=D.%20Property,%20Plant%20and%20Equipment) - The company's main manufacturing and distribution facilities are located in **Pergamino, Argentina**, with significant production capacity for adjuvants, inoculants, insecticides, and micro-beaded fertilizers[496](index=496&type=chunk) - The company is expanding its international footprint with plans to build a new high-tech adjuvant facility in **Londrina, Brazil**, with a planned investment of approximately **US$8 million**[498](index=498&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=76&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Management analyzes financial results, liquidity, and capital resources for fiscal years 2019 through 2021 [Operating Results](index=76&type=section&id=A.%20Operating%20Results) - Key factors affecting results include market demand for crop products, seasonality tied to planting seasons in the Southern Hemisphere, fluctuations in agricultural commodity prices, and macroeconomic conditions in Latin America, especially **inflation and currency exchange rates in Argentina**[508](index=508&type=chunk)[509](index=509&type=chunk)[512](index=512&type=chunk) Consolidated Results of Operations (FY2021 vs. FY2020) | Metric | FY 2021 (USD) | FY 2020 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 209,526,177 | 173,092,172 | +21.0% | | Gross Profit | 90,884,374 | 79,516,584 | +14.3% | | Operating Income | 38,382,888 | 39,145,980 | -1.9% | | Profit (Loss) for the year | (3,820,622) | 4,236,628 | -190.2% | | Adjusted EBITDA | 48,325,782 | 46,517,201 | +3.9% | - For FY2021, revenue growth was driven by all three segments, particularly Crop Protection; however, a **net loss** was recorded primarily due to a significant increase in income tax expense[534](index=534&type=chunk)[545](index=545&type=chunk)[546](index=546&type=chunk) Consolidated Results of Operations (FY2020 vs. FY2019) | Metric | FY 2020 (USD) | FY 2019 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 173,092,172 | 160,605,296 | +7.8% | | Gross Profit | 79,516,584 | 73,640,415 | +8.0% | | Operating Income | 39,145,980 | 32,085,610 | +22.0% | | Profit (Loss) for the year | 4,236,628 | (16,358,891) | N/A | | Adjusted EBITDA | 46,517,201 | 41,345,206 | +12.5% | [Liquidity and Capital Resources](index=86&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Cash Flow Summary | Cash Flow Activity (USD Million) | FY 2021 | FY 2020 | FY 2019 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | (6.2) | 9.3 | 29.7 | | Net cash used in investing activities | (8.3) | (7.8) | (3.3) | | Net cash from (used in) financing activities | 7.4 | 33.5 | (26.9) | - As of June 30, 2021, total indebtedness was **$173.4 million**, including $124.8 million in borrowings and $48.7 million from convertible notes[572](index=572&type=chunk)[587](index=587&type=chunk) - In March 2020, the company issued **$42.5 million in secured convertible notes** maturing in March 2023 with a conversion price of $8.00 per share[593](index=593&type=chunk) Contractual Obligations as of June 30, 2021 (USD Million) | Obligation Type | Total | Due within 1 Year | Due in 1-3 Years | Due in 3-5 Years | | :--- | :--- | :--- | :--- | :--- | | Trade and other payables | 72.1 | 72.1 | — | — | | Borrowings | 122.1 | 73.3 | 48.8 | — | | Convertible notes | 49.1 | — | 49.1 | — | | Consideration for acquisitions | 12.7 | 4.0 | 3.1 | 5.6 | | **Total** | **256.0** | **149.4** | **101.0** | **5.6** | [Item 6. Directors, Senior Management and Employees](index=90&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section provides information on the company's leadership, board structure, and compensation policies - The company is led by CEO Federico Trucco, Ph.D., and CFO Enrique Lopez Lecube, with an eight-member Board of Directors[605](index=605&type=chunk)[630](index=630&type=chunk) Summary Compensation for Top Executives (FY2021) | Name and Principal Position | Salary (USD) | Share Based Incentives (USD) | Total (USD) | | :--- | :--- | :--- | :--- | | Federico Trucco, CEO | 131,159 | 528,259 | 659,418 | | Enrique Lopez Lecube, CFO | 129,892 | 242,323 | 372,215 | | Ricardo Yapur, Managing Director of Rizobacter | 260,004 | 145,402 | 405,406 | - The company has an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee, and qualifies for **"controlled company"** exemptions from Nasdaq governance requirements[631](index=631&type=chunk)[634](index=634&type=chunk)[637](index=637&type=chunk) Employee Count by Role | Role | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Management and administrative | 283 | 266 | 250 | | Sales | 177 | 146 | 122 | | Research and development services | 37 | 35 | 37 | | **Total** | **497** | **447** | **409** | - As of September 30, 2021, Bioceres LLC is the major shareholder with **57.4% ownership**, making Bioceres Crop Solutions a "controlled company"[643](index=643&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=97&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the company's ownership structure and transactions with related parties - The Parent company, Bioceres S.A., owns approximately **57.4% of Bioceres Crop Solutions' voting power**, making it the controlling shareholder[644](index=644&type=chunk) - The company has a written policy for reviewing and approving related party transactions exceeding **US$120,000**[645](index=645&type=chunk) - Significant related party transactions include R&D service agreements with Instituto de Agrobiotecnología Rosario S.A (INDEAR), where Bioceres Semillas and Rizobacter paid INDEAR **US$0.3 million** and **US$0.9 million**, respectively, for services in FY2021[647](index=647&type=chunk)[648](index=648&type=chunk)[649](index=649&type=chunk) [Item 8. Financial Information](index=100&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section discloses a material legal proceeding and the company's dividend policy - The company is involved in a material legal proceeding concerning a contingent payment of **US$17.3 million** related to the Rizobacter acquisition, with a judicial injunction affecting 29% of its owned shares in Rizobacter[674](index=674&type=chunk) - The company does not intend to pay cash dividends on its ordinary shares in the foreseeable future, planning to retain earnings for business operations and growth[675](index=675&type=chunk) [Item 10. Additional Information](index=102&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section provides details on corporate structure, material contracts, and the regulatory environment [Memorandum and Articles of Association](index=102&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) - The company is incorporated in the Cayman Islands, and its Articles of Association grant the Board authority to issue preferred shares without shareholder approval, which could have **anti-takeover effects**[681](index=681&type=chunk)[687](index=687&type=chunk) - On May 6, 2020, the Board approved a share buy-back program for up to **US$5,000,000**, under which 464,455 shares had been acquired as of June 30, 2021[688](index=688&type=chunk) [Exchange Controls](index=107&type=section&id=D.%20Exchange%20Controls) - The company's Argentine operations are subject to **strict exchange controls** and transfer restrictions imposed by the Argentine government, limiting the ability to move currency out of Argentina[721](index=721&type=chunk)[722](index=722&type=chunk) - Argentine regulations require **prior authorization from the Central Bank** for numerous transactions, including payment of dividends and pre-payment of foreign debt[723](index=723&type=chunk)[727](index=727&type=chunk) - The regulations mandate the repatriation into Argentina and conversion into pesos of proceeds from exports of goods and services within specified timeframes[733](index=733&type=chunk)[734](index=734&type=chunk) [Taxation](index=109&type=section&id=E.%20Taxation) - As a Cayman Islands company, Bioceres is **not subject to income, corporate, or capital gains tax** in the Cayman Islands and has received a 20-year tax-exempt undertaking from the government[737](index=737&type=chunk)[740](index=740&type=chunk) - For U.S. Holders, distributions are generally taxable as dividend income; the company does not believe it should be treated as a **Passive Foreign Investment Company (PFIC)** for the current taxable year[748](index=748&type=chunk)[751](index=751&type=chunk) [PART II](index=115&type=section&id=PART%20II) This part covers the company's internal controls, procedures, and corporate governance matters [Item 15. Controls and Procedures](index=115&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal controls over financial reporting were effective - Management evaluated the company's disclosure controls and procedures and concluded they were **effective** as of June 30, 2021[770](index=770&type=chunk) - Management assessed the effectiveness of internal control over financial reporting (ICFR) based on the COSO framework and concluded that it was **effective** as of June 30, 2021[775](index=775&type=chunk) - The report does not include an attestation report on internal controls from the independent registered public accounting firm because the company qualifies as an **emerging growth company** under the JOBS Act[776](index=776&type=chunk) [Item 16](index=116&type=section&id=ITEM%2016.%20Reserved) This section details audit committee expertise, accountant fees, and corporate governance exemptions Principal Accountant Fees (PwC) | Fee Category | FY 2021 (USD) | FY 2020 (USD) | | :--- | :--- | :--- | | Audit Fees | 500,000 | 1,500,000 | | Tax Fees | 23,921 | 8,232 | | All Other Fees | 0 | 0 | - The company is a **"controlled company"** under Nasdaq rules because its Parent controls a majority of the voting power, allowing exemptions from certain governance requirements[786](index=786&type=chunk) [PART III](index=117&type=section&id=PART%20III) This part presents the company's audited consolidated financial statements and accompanying notes [Financial Statements](index=118&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the audited consolidated financial statements for fiscal years 2019, 2020, and 2021 [Consolidated Statements of Financial Position](index=125&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) Consolidated Statement of Financial Position (in USD) | Metric | As of June 30, 2021 | As of June 30, 2020 | As of June 30, 2019 | | :--- | :--- | :--- | :--- | | **Total Assets** | **394,589,957** | **297,561,369** | **242,467,297** | | Total Current Assets | 211,489,658 | 164,693,055 | 98,208,964 | | Total Non-Current Assets | 183,100,299 | 132,868,314 | 144,258,333 | | **Total Liabilities** | **304,299,653** | **236,811,887** | **180,372,431** | | Total Current Liabilities | 168,037,855 | 130,610,709 | 116,458,133 | | Total Non-Current Liabilities | 136,261,798 | 106,201,178 | 63,914,298 | | **Total Equity** | **90,290,304** | **60,749,482** | **62,094,866** | [Consolidated Statements of Comprehensive Income](index=127&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Consolidated Statement of Comprehensive Income (in USD) | Metric | Year Ended June 30, 2021 | Year Ended June 30, 2020 | Year Ended June 30, 2019 | | :--- | :--- | :--- | :--- | | Total Revenue | 209,526,177 | 173,092,172 | 160,605,296 | | Gross Profit | 90,884,374 | 79,516,584 | 73,640,415 | | Operating Profit | 38,382,888 | 39,145,980 | 32,085,610 | | (Loss) Profit for the year | (3,820,622) | 4,236,628 | (16,358,891) | | Total Comprehensive Profit (Loss) | 6,230,696 | (5,445,488) | (12,454,526) | | Basic (Loss) Profit per share | (0.1752) | 0.0930 | (0.6027) | [Consolidated Statements of Cash Flows](index=130&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statement of Cash Flows (in USD) | Metric | Year Ended June 30, 2021 | Year Ended June 30, 2020 | Year Ended June 30, 2019 | | :--- | :--- | :--- | :--- | | Net cash flows (used in) provided by operating activities | (6,205,943) | 9,318,479 | 29,694,813 | | Net cash flows used in investing activities | (8,310,118) | (7,803,391) | (3,260,852) | | Net cash flows provided by (used in) financing activities | 7,358,129 | 33,532,414 | (26,946,194) | | **Net (decrease) increase in cash and cash equivalents** | **(7,157,932)** | **35,047,502** | **(512,233)** | [Notes to the Consolidated Financial Statements](index=132&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) - The Argentine economy was classified as **hyperinflationary** since July 1, 2018, requiring the application of IAS 29 for Argentine subsidiaries[829](index=829&type=chunk) - Key acquisitions detailed include gaining full control of Bioceres Crops S.A. in June 2019, acquiring the remaining interest in **Verdeca LLC** in November 2020, and acquiring a controlling interest in Insuagro in April 2021[986](index=986&type=chunk)[989](index=989&type=chunk)[996](index=996&type=chunk) - The company's goodwill as of June 30, 2021, totaled **$28.8 million**, primarily allocated to the Rizobacter CGU ($22.3M), Bioceres Crops CGU ($6.0M), and Insuagro CGU ($0.5M)[1047](index=1047&type=chunk) - In August 2020, the company completed a tender offer to exchange or redeem all **24.2 million** of its outstanding warrants, which were subsequently retired[1077](index=1077&type=chunk)[1080](index=1080&type=chunk)
Bioceres Crop Solutions (BIOX) - 2022 Q1 - Quarterly Report
2021-09-29 16:00
Exhibit 99.1 BIOCERES CROP SOLUTIONS CORP. Consolidated financial statements as of and for the years ended June 30, 2021, 2020 and 2019. ര Bioceres Crop Solutions Consolidated financial statements as of and for the years ended June 30, 2021, 2020 and 2019. Report of independent registered public accounting firm F-3 Consolidated statements of financial position F-4 Consolidated statements of comprehensive income F-6 Consolidated statements of changes in equity F-8 Consolidated statements of cash flows F-10 N ...