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6-K

Bioceres Crop Solutions Corp. (BIOX)

6-K 2020-03-06 For: 2020-03-06
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dated March 6, 2020

Commission File Number: 001-38405

BIOCERES CROP SOLUTIONS CORP.

(Translation of registrant’s name into English)

Ocampo 210 bis, Predio CCT, RosarioProvince of Santa Fe, Argentina

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x       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

The following exhibit is filed as part of this Form 6-K:

Exhibit List

EXHIBIT<br><br> NO. DESCRIPTION
99.1 Bioceres Crop Solutions Corp. consolidated financial statements as of December 31, 2019, June 30, 2019 and for the six-month periods ended December 31, 2019 and 2018.
1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Bioceres Crop Solutions Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bioceres Crop Solutions Corp.
(Registrant)
Date:  March 6, 2020 By : /s/ Federico Trucco
Name: Federico Trucco<br><br>Title: Chief Executive Officer
2

Exhibit 99.1

BIOCERES CROP SOLUTIONS CORP.

Unaudited interim condensed consolidated financial

statements asof December 31, 2019, June 30, 2019

and for the six-monthperiods ended December 31,

2019 and 2018.

BIOCERES CROPSOLUTIONS CORP.

INDEX
Unaudited interim condensed consolidated financial statements as of December 31, 2019, June 30, 2019 and for the six-month periods ended December 31, 2019 and 2018.
Unaudited interim condensed consolidated statements of financial position as of December 31, 2019 and June 30, 2019 F-3
Unaudited interim condensed consolidated statements of comprehensive income for the six-month and three-month periods ended December 31, 2019 and 2018 F-5
Unaudited interim condensed consolidated statements of changes in equity for the six-month periods ended December 31, 2019 and 2018 F-6
Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended December 31, 2019 and 2018 F-8
Notes to the unaudited interim condensed consolidated financial statements F-10
F-2

BIOCERES CROP SOLUTIONS CORP.

UNAUDITED INTERIMCONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2019, and June 30,2019

(Amountsin US Dollars)

Notes 12/31/2019 06/30/2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents 5.1 10,568,858 3,450,873
Other financial assets 5.2 5,018,453 4,683,508
Trade receivables 5.3 77,760,561 59,236,377
Other receivables 5.4 3,731,810 1,981,829
Income and minimum presumed income taxes recoverable 80,039 1,263,795
Inventories 5.5 30,779,336 27,322,003
Biological assets 5.6 1,128,346 270,579
Total current assets 129,067,403 98,208,964
NON-CURRENT ASSETS
Other financial assets 5.2 334,615 376,413
Other receivables 5.4 1,752,131 1,560,310
Income and minimum presumed income taxes recoverable 5,600 1,184
Deferred tax assets 1,987,574 3,743,709
Investments in joint ventures and associates 11 24,270,981 25,321,028
Property, plant and equipment 5.7 41,586,032 43,834,548
Intangible assets 5.8 35,298,224 39,616,426
Goodwill 5.9 26,468,268 29,804,715
Right-of-use leased asset 17 807,833 -
Total non-current assets 132,511,258 144,258,333
Total assets 261,578,661 242,467,297

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.

F-3

BIOCERES CROP SOLUTIONS CORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF

FINANCIAL POSITION

As of December 31, 2019, and June 30,2019

(Amountsin US Dollars)

Notes 12/31/2019 06/30/2019
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 5.10 55,356,154 40,578,494
Borrowings 5.11 71,083,500 66,477,209
Employee benefits and social security 5.12 4,662,697 5,357,218
Deferred revenue and advances from customers 5.13 5,749,476 1,074,463
Income and minimum presumed income taxes payable 2,109,114 142,028
Government grants 1,495 2,110
Financed payment - Acquisition of business 5.14 - 2,826,611
Lease liability 17 657,633 -
Total current liabilities 139,620,069 116,458,133
NON-CURRENT LIABILITIES
Trade and other payables 5.10 452,654 452,654
Borrowings 5.11 40,082,075 37,079,521
Employee benefits and social security 5.12 200,459 -
Government grants 4,243 8,098
Due to joint ventures and associates 11 1,704,901 1,970,903
Deferred tax liabilities 16,328,476 21,101,871
Provisions 5.15 287,325 439,740
Private warrants 5.16 1,302,524 2,861,511
Lease liability 17 528,179 -
Total non-current liabilities 60,890,836 63,914,298
Total liabilities 200,510,905 180,372,431
EQUITY
Equity attributable to owners of the parent 46,741,879 47,301,863
Non-controlling interests 14,325,877 14,793,003
Total equity 61,067,756 62,094,866
Total equity and liabilities 261,578,661 242,467,297

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.

F-4

BIOCERES CROPSOLUTIONS CORP.

UNAUDITED INTERIMCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the six-month and three-month periodsended December 31, 2019 and 2018

(Amountsin US Dollars)

Six-month period ended Three-month period ended
Notes 12/31/2019 12/31/2018 12/31/2019 12/31/2018
Revenues 6.1 98,502,367 92,058,506 62,272,547 62,452,761
Government grants 24,236 12,960 2,398 6,481
Initial recognition and changes in the fair value of biological assets 719,343 - 719,343 -
Cost of sales 6.2 (53,307,802 ) (47,652,679 ) (32,962,728 ) (33,153,669 )
Research and development expenses 6.3 (2,127,352 ) (1,094,157 ) (923,613 ) (45,665 )
Selling, general and administrative expenses 6.4 (19,182,319 ) (16,662,087 ) (10,497,408 ) (10,581,602 )
Share of profit or loss of joint ventures and associates 11 1,298,505 812,593 1,240,958 732,437
Other incomes or expenses, net (181,566 ) (298,562 ) (286,534 ) (400,173 )
Operating profit 25,745,412 27,176,574 19,564,963 19,010,570
Finance results 6.5 (19,868,676 ) (14,559,272 ) (3,471,629 ) (823,618 )
Profit before income tax 5,876,736 12,617,302 16,093,334 18,186,952
Income tax 7 (1,204,655 ) (5,050,749 ) (3,443,508 ) (7,021,142 )
Profit for the period 4,672,081 7,566,553 12,649,826 11,165,810
Other comprehensive (loss) / income (7,566,525 ) (2,511,723 ) 5,834,121 13,883,530
Items that may be subsequently reclassified to profit and loss (10,309,083 ) (2,992,364 ) 7,397,362 16,218,984
Exchange differences on translation of foreign operations from joint ventures (2,688,252 ) (1,813,351 ) 1,646,918 3,921,176
Exchange differences on translation of foreign operations (7,620,831 ) (1,179,013 ) 5,750,444 12,297,808
Items that will not be subsequently reclassified to loss and profit 2,742,558 480,641 (1,563,241 ) (2,335,454 )
Revaluation of property, plant and equipment, net of tax, of JV and associates ^1^ 355,702 301,235 (206,019 ) (261,033 )
Revaluation of property, plant and equipment, net of tax ^2^ 2,386,856 179,406 (1,357,222 ) (2,074,421 )
Total comprehensive (loss) / income (2,894,444 ) 5,054,830 18,483,947 25,049,340
Income for the period attributable to:
Equity holders of the parent 4,264,504 4,229,006 11,314,881 6,847,451
Non-controlling interests 407,577 3,337,547 1,334,945 4,318,359
4,672,081 7,566,553 12,649,826 11,165,810
Total comprehensive (loss) / income attributable to:
Equity holders of the parent (2,427,318 ) 2,258,578 16,286,073 16,505,763
Non-controlling interests (467,126 ) 2,796,252 2,197,874 8,543,577
(2,894,444 ) 5,054,830 18,483,947 25,049,340
Profit per share
Basic and dilutive income attributable to ordinary equity holders of the parent<br> ^(3)^ 8 0.118 0.117 0.313 0.190

(1) The tax effect of the revaluation of property, plant and equipment of JV and associates was $118,567 and $90,371 for the six-month periods ended December 31, 2019 and 2018, respectively.

(2) The tax effect of the revaluation of property, plant and equipment was $795,619 and $ 53,824 for the six-month periods ended December 31, 2019 and 2018, respectively.

(3) For the six-month periods ended December 31,2019 and 2018, diluted EPS was the same as basic EPS. See Note 8.

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related party balances and transactions are disclosed in Note 14.


F-5

BIOCERES CROP SOLUTIONS CORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CHANGES IN EQUITY

For the six-month periods ended December31, 2019 and 2018

(Amounts in US Dollars)

**** Attributable to the equity holders of the parent **** **** **** **** ****
Description Issued capital Share premium Stock options<br><br>and share<br><br>based<br><br>incentives Retained deficit Foreign<br><br>currency<br><br>translation<br><br>reserve Revaluation<br><br>of PP&E and<br><br>effect of tax<br><br>rate change Equity /<br><br>(deficit)<br><br>attributable to<br><br>owners of the<br><br>parent Non-<br><br>controlling<br><br>Interests Total equity
06/30/2019 3,613 96,486,865 - (21,972,287 ) (31,479,583 ) 4,263,255 47,301,863 14,793,003 62,094,866
Share-based incentives - - 1,867,334 - - - 1,867,334 - 1,867,334
Profit for the period - - - 4,264,504 - - 4,264,504 407,577 4,672,081
Other comprehensive (loss) / income - - - - (8,885,868 ) 2,194,046 (6,691,822 ) (874,703 ) (7,566,525 )
12/31/2019 3,613 96,486,865 1,867,334 (17,707,783 ) (40,365,451 ) 6,457,301 46,741,879 14,325,877 61,067,756

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.

F-6

BIOCERES CROP SOLUTIONS CORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CHANGES IN EQUITY

For the six-month periods ended December31, 2019 and 2018

(Amounts in US Dollars)

**** Attributable to the equity holders of the parent **** **** **** ****
Description Issued capital Share premium Share-based<br><br> incentives Retained deficit Foreign<br><br> currency<br><br> translation<br><br> reserve Revaluation of <br><br>PP&E and<br><br> effect of tax<br><br> rate change Equity /<br><br> (deficit)<br><br> attributable to<br><br> owners of the<br><br> parent Non-<br><br>controlling<br><br> Interests Total equity
06/30/2018 2,810 68,023,449 102,827 (26,149,583 ) (36,612,070 ) 8,346,051 13,713,484 19,420,172 33,133,656
Adjustment of opening balance for the application of IAS 29 - - - 19,560,024 - - 19,560,024 7,797,295 27,357,319
Parent company investment - (10,710,438 ) - - - - (10,710,438 ) - (10,710,438 )
Share-based incentives - - 8,921 - - - 8,921 - 8,921
Profit for the period - - - 4,229,006 - - 4,229,006 3,337,547 7,566,553
Other comprehensive (loss) / income - - - - (2,258,813 ) 288,385 (1,970,428 ) (541,295 ) (2,511,723 )
12/31/2018 2,810 57,313,011 111,748 (2,360,553 ) (38,870,883 ) 8,634,436 24,830,569 30,013,719 54,844,288

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.

F-7

BIOCERES CROP SOLUTIONSCORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

For the six-month periods ended December31, 2019 and 2018

(Amounts in US Dollars)

Notes 12/31/2019 12/31/2018
OPERATING ACTIVITIES
Profit for the period 4,672,081 7,566,553
Adjustments to reconcile profit to net cash flows
Income tax 1,204,655 5,050,749
Finance results 19,868,676 14,559,272
Depreciation of property, plant and equipment 5.7 989,524 1,084,831
Amortization of intangible assets 5.8 1,103,069 992,292
Depreciation of leased assets 17 308,030 -
Share-based incentive and stock options 1,867,334 8,921
Share of profit or loss of joint ventures and associates 11 (1,298,505 ) (812,593 )
Loss of control of subsidiaries - (10,591 )
Provisions for contingencies (8,134 ) (6,159 )
Allowance for impairment of trade debtors 1,120,787 (12,223 )
Allowance for obsolescence 524,264 183,272
Initial recognition and changes in the fair value of biological assets (719,343 ) -
Gain or loss on sale of equipment and intangible assets 63,837 8,953
Working capital adjustments
Trade receivables (21,614,137 ) (28,356,963 )
Other receivables (2,813,836 ) 2,826,327
Income and minimum presumed income taxes 2,253,460 2,353,086
Inventories (5,867,564 ) (4,762,715 )
Trade and other payables 11,334,503 3,685,444
Employee benefits and social security (634,278 ) 807,486
Deferred revenue and advances from customers 3,348,229 233,737
Government grants (4,470 ) (19,349 )
Interest collected 2,158,848 207,817
Inflation effects on working capital adjustments (11,575,594 ) (7,488,269 )
Net cash flows generated by (used in) operating activities 6,281,436 (1,900,122 )

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.

F-8

BIOCERES CROP SOLUTIONSCORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

For the six-month periods ended December31, 2019 and 2018

(Amountsin US Dollars)

Notes 12/31/2019 12/31/2018
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment 17,071 16,432
Investment in joint ventures and associates and associates 11 - (127,728 )
Purchase of property, plant and equipment 5.7 (1,007,253 ) (1,369,143 )
Capitalized development expenditures 5.8 (504,122 ) (47,552 )
Purchase of intangible assets 5.8 (98,308 ) (21,184 )
Net cash flows used in investing activities (1,592,612 ) (1,549,175 )
FINANCING ACTIVITIES
Proceeds from borrowings 55,536,625 37,766,624
Repayment of borrowings and interest payments (54,939,806 ) (37,099,366 )
(Decrease) increase in bank overdraft and other short-term borrowings (1,086,208 ) 5,596,390
Other financial proceeds or payments, net 2,018,181 (1,057,450 )
Leased assets payments (243,414 ) -
Net cash flows generated by financing activities 1,285,378 5,206,198
Net increase in cash and cash equivalents 5,974,202 1,756,901
Inflation effects on cash and cash equivalents (99,554 ) (477,540 )
Cash and cash equivalents as of beginning of the period 5.1 3,450,873 2,215,103
Effect of exchange rate changes on cash and equivalents 1,243,337 756,690
Cash and cash equivalents as of the end of the period 5.1 10,568,858 4,251,154

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.

F-9

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Index
1. General information
2. Accounting standards and basis of preparation
2.1. Statement of compliance with IFRS as issued by IASB
2.2. Authorization for the issue of the unaudited interim condensed consolidated financial Statements
2.3. Basis of measurement
2.4. Functional currency and presentation currency
2.5. Changes in accounting policies
2.6. Changes in accounting estimates and judgements
3. New standards, amendments and interpretations issued by the IASB
4. Seasonality
5. Information about components of unaudited interim condensed consolidated statements of financial position
5.1. Cash and cash equivalents
5.2. Other financial assets
5.3. Trade receivables
5.4. Other receivables
5.5. Inventories
5.6 Biological assets
5.7. Property, plant and equipment
5.8. Intangible assets
5.9. Goodwill
5.10. Trade and other payables
5.11. Borrowings
5.12. Employee benefits and social security
5.13. Deferred revenue and advances from customers
5.14. Financed payment - Acquisition of business
5.15. Provisions
5.16. Private warrants
6. Information about components of unaudited interim condensed consolidated statement of comprehensive<br>income
6.1. Revenues
6.2. Cost of sales
6.3. R&D classified by nature
6.4. Expenses classified by nature and function
6.5. Finance results
F-10

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

7. Taxation
8. Earnings per share
9. Information about unaudited interim condensed consolidated components of equity
9.1. Parent company investment
9.2. Share capital
9.3. Shares summary
9.4. Non-controlling interest
10. Cash flow information
11. Joint ventures and associates
12. Segment information
13. Financial instruments- risk management
14. Shareholders and other related parties’ balances and transactions
15. Key management personnel compensation
16. Share-based payments
17. Leases
18. Contingencies, commitments and restrictions on the distribution<br> of profits
19. Events occurring after the reporting period
F-11

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

1. GENERAL INFORMATION

Bioceres Crop Solutions Corp (“the Company”), together with its subsidiaries (“the Group”) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. The Group has a unique biotech platform with high-impact, patented technologies for seeds and microbial agricultural inputs, as well as next generation crop nutrition and protection solutions.

The Group’s headquarters and primary operations are based in Argentina, which is its key end-market, but its footprint exceeds country edges, with agricultural inputs across more than 25 countries, including Brazil, Paraguay, India, United States, Uruguay, Germany, South Africa among others.

Short-term financial situation

The Group has revolving credit facilities up to an amount of approx. $30 million with financial institutions that jointly with the generation of resources from the business operations, allows the Group to meet its current financial obligations. In addition, to meet short-term debts, the Group could, if necessary, issue new corporate bonds up to $32 million. This program was already authorized by the regulatory authorities of Argentina and could be allocated to the Group's needs.

On January 23, 2020, the Company signed a preliminary term sheet for an issuance of convertible secured promissory notes (the “Notes”) due 2023 for an amount up to $45 million. At maturity or upon a change of control, the holders of the Notes will have the option to convert the outstanding amount into ordinary shares of the Company at a price of $8 per share or pursuant to the terms set forth in the Note, respectively. The Company also will have the option to convert the notes into ordinary shares, which conversion will become mandatory for the holders, upon meeting of certain conditions set forth in the Notes.

2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION

2.1.   Statement of compliance with IFRS as issued by IASB

These unaudited interim condensed consolidated financial statements for the six-month period ended December 31, 2019 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

These unaudited interim condensed consolidated financial statements do not include all the notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the Consolidated financial statements as of June 30, 2019.

2.2.   Authorization for the issue of the unaudited interim condensed consolidated financial statements

These unaudited interim condensed consolidated financial statements of the Group as of December 31, 2019, June 30, 2019 and for the six-month period ended December 31, 2019 and 2018 have been authorized by the Board of Directors of Bioceres Crop Solution Corp on March 5, 2020.

2.3.   Basis of measurement

The unaudited interim condensed consolidated financial statements of the Group have been prepared using:

·       Going Concern Basis of Accounting, considering the conclusion of the assessment made by the Group’s Management about the ability of the Group and its subsidiaries to continue as a going concern, in accordance with the requirements of paragraph 25 of IAS 1, “Presentation of Financial Statements”.

·       Accrual Basis of Accounting (except for cash flows information). Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash flows.

F-12

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

2.4.   Functional currency and presentation currency

a)   Functional currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”).

IAS 29 “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy with high inflation, whether they are based on the historical cost method or the current cost method, be stated in terms of the measuring unit current at the closing date of the reporting period. For such purpose, the inflation produced from the acquisition date or the revaluation date, as applicable, must be computed in non-monetary items. The standard details a series of factors to be considered for concluding whether an economy is a hyperinflationary economy, including, but not limited to, a cumulative inflation rate over a three-year period that approaches or exceeds 100%. Inflation accumulated in three years, as of June 30, 2018, was over 100%. It was for this reason that, in accordance with IAS 29, the Argentine economy had to be considered as high inflation since July 1, 2018. Consequently, the Group has applied IAS 29 to these financial statements.

In an inflationary period, any entity that maintains an excess of monetary assets over monetary liabilities, will lose purchasing power, and any entity that maintains an excess of monetary liabilities on monetary assets, will gain purchasing power, provided that such items are not subject to an adjustment mechanism.

Briefly, the restatement mechanism of IAS 29 establishes that monetary assets and liabilities will not be restated because they are already expressed in a current unit of measurement at the end of the reporting period. Assets and liabilities subject to adjustments based on specific agreements, will be adjusted according to that agreements. Non-monetary items measured at their current values ​​at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated for a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, revealing this information in a separate line item.

The inflation adjustment on the initial balances was calculated by means of conversion factor derived from the Argentine price indexes published by the National Institute of Statistics.

The index as of December 31, and June 30, 2018 were 184.2552 and 144.8053, respectively.

The index as of December 31, and June 30, 2019 were 283.4442 and 225.5370, respectively.

The comparative figures in these unaudited interim condensed consolidated financial statements presented in a stable currency are not adjusted for subsequent changes in the price level or exchange rates.

b)   Presentation currency

The unaudited interim condensed consolidated financial statements of the Group are presented in US Dollars, which is the presentation currency.

c)   Foreign currency

Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising on the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the profit or loss taking place upon such disposal.

F-13

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

2.5.   Changes in accounting policies

The accounting policies adopted in the preparation of this unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the Consolidated financial statements as of June 30, 2019.

2.6.   Changes in accounting estimates and judgments

-  Fair value of Bioceres S.A. shares granted to Rizobacter’s management.

For equity-settled share-based payment transactions, the Group measures the goods or services received, and the corresponding increase in equity, directly, at their fair value unless it cannot be estimated reliably. If the Group cannot estimate reliably the fair value of the goods or services received, it measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. See Note 16.

-  Fair value of stock options granted to directors and certain executives of the Group

Certain executives and directors of the Group were granted incentives in the form of options to purchase shares of the Company as consideration for services.

The estimate of the fair value of equity-settled share-based payment transactions requires a determination to be made of the most adequate option pricing model to apply depending on the terms and conditions of the arrangement. This estimate also requires a determination of those factors most appropriate to the pricing model, including the expected life of the option and the expected volatility of the share price upon the basis of which hypotheses are made. The Group measures the fair value of these transactions at the grant date applying the Black-Scholes formula adjusted to consider the possible dilutive effect of the future exercise of the share options granted on their estimated fair value at grant date. The hypotheses used for the estimate of the fair value of these transactions are disclosed in Note 16 and may not necessarily take place in the future.

There were no other significant changes in accounting estimates and judgments with respect to the Consolidated financial statements as of June 30, 2019.

3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB

The following new standards became applicable for the current reporting period and the Group had to change its accounting policies as a result of adopting the following standards:

IFRS 16 - Leases

IFRS 16 was issued in January 2016. It results in almost all leases being recognized on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases.

The new standard is effective for financial years commencing on or after January 1, 2019. See Note 17.

IFRIC 23 - Uncertainty over income tax treatments

In October 2017, the IASB issued IFRC 23. When there is uncertainty about income tax treatments, this interpretation addresses: (i) whether uncertain tax treatments should be considered separately or not; (ii) the assumptions made about the analysis of tax treatments by the tax authorities (it should be considered whether the tax authority is likely to accept an uncertain tax treatment assuming that said tax authority will examine such uncertain tax treatment); (iii) how an entity determines fiscal gain (tax loss), tax bases, unused taxes, unused tax credits and tax rates (probability of occurrence analysis); and (iv) how changes in the relevant facts and circumstances are considered.

The new standard is effective for years beginning on January 1, 2019. This standard does not have a material impact in the Group.

F-14

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Amendments to IFRS 9 -Pre-payment features with negative compensation

The narrow-scope amendments made to IFRS 9 Financial Instruments in October 2017 enable entities to measure certain pre-payable financial assets with negative compensation at amortized cost. These assets, which include some loan and debt securities, would otherwise have to be measured at fair value through profit or loss. To qualify for amortized cost measurement, the negative compensation must be “reasonable compensation for early termination of the contract” and the asset must be held within a “held to collect” business model.

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

Amendments to IAS 28 -Long-term interests in associates and joint ventures

The amendments clarify the accounting for long-term interests in an associate or joint venture, which in substance form a part of the net investment in the associate or joint venture, but to which equity accounting is not applied. Entities must account for such interests under IFRS 9 Financial Instruments before applying the loss allocation and impairment requirements in IAS 28 Investments in Associates and Joint Ventures.

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

Annual improvements toIFRS standards 2015-2017 cycle

The following improvements were finalized in December 2017:

IFRS 3 Business Combinations clarified that obtaining control of a business that is a joint operation is a business combination achieved in stages. IFRS 11 Joint Arrangements clarified that the party obtaining joint control of a business that is a joint operation should not remeasure its previously held interest in the joint operation. IAS 12 Disclosure of Interests in Other Entities clarified that the income tax consequences of dividends on financial instruments classified as equity should be recognized according to where the past transactions or events that generated distributable profits were recognized. IAS 23 Borrowing Costs clarified that, if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use or sale, it becomes part of general borrowings.

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. This standard does not have material impact in the Group.

Amendments to IAS 19 - Plan amendment, curtailmentor settlement

The amendments to IAS 19 Employee Benefits clarify the accounting for defined benefit plan amendments, curtailments and settlements. They confirm that entities must (i) calculate the current service cost and net interest for the remainder of the reporting period after a plan amendment, curtailment or settlement by using the updated assumptions from the date of the change; (ii) recognize any reduction in a surplus immediately in profit or loss, either as part of past service cost or as a gain or loss on settlement. In other words, a reduction in a surplus must be recognized in profit or loss even if that surplus was not previously recognized because of the impact of the asset ceiling; and (iii) separately recognize any changes in the asset ceiling through other comprehensive income.

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

F-15

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Amendments to IAS 1 andIAS 8 - Definition of material

The IASB has made amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors which use a consistent definition of materiality throughout International Financial Reporting Standards and the Conceptual Framework for Financial Reporting, clarify when information is material and incorporate some of the guidance in IAS 1 about immaterial information. In particular, the amendments clarify (i) that the reference to obscuring information addresses situations in which the effect is similar to omitting or misstating that information, and that an entity assesses materiality in the context of the financial statements as a whole, and (ii) the meaning of “primary users of general-purpose financial statements” to whom those financial statements are directed, by defining them as “existing and potential investors, lenders and other creditors” that must rely on general purpose financial statements for much of the financial information they need.

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

Amendments to IFRS 3 -Definition of business

The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term “outputs” is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes return in the form of lower costs and other economic benefits. The amendments will likely result in more acquisitions being accounted for as asset acquisitions.

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

Amendments to IFRS 10and IAS 28 - Sale or contribution of assets between an investor and its associate or joint venture.

The IASB has made limited scope amendments to IFRS 10 Consolidated financial statements and IAS 28 Investments in associates and joint ventures. The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a business (as defined in IFRS 3 Business Combinations).

Where the non-monetary assets constitute a business, the investor will recognize the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognized by the investor only to the extent of the other investor´s is interests in the associate or joint venture. The amendments apply prospectively.

Amendments to IAS 1 -Classification of liabilities as current or non-current

The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.

The amendments include (a) specifying that an entity’s right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.

The amendments clarify, not change, existing requirements, and so are not expected to affect the Group significantly. However, they could result in reclassifying some liabilities from current to non-current, and vice versa.

The amendments are effective for years beginning on January 1, 2022 and early adoption is allowed.

F-16

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

4. SEASONALITY

The Group’s revenues fluctuate depending on the timing of orders from our distributors and customers and on prevailing seed market prices, which influence the purchase decisions of growers, the end users of seed and integrated products, crop protection products and crop nutrition products. Given the cyclicality of crop planting and harvesting and South America’s planting and growing seasons, which vary from year to year, our business is highly seasonal. This results in substantial fluctuations in quarterly sales and profitability. Generally, the Group’s sales are concentrated in the third and fourth quarters of each calendar year, when demand for seed and integrated products, crop protection products and crop nutrition products increases as growers begin planting their fields. With seed and integrated products business, the Group contracts with growers and seed suppliers based upon our anticipated market demand. Generally, in seed and integrated products business we stock the seed during the harvest season and ship from inventory throughout the year, with the objective of selling most of the inventory from the current year’s harvest before the next year’s, with crop protection and crop nutrition business following a similar cycle to the seed cycle. The impact of seasonality and the resulting fluctuations in quarterly results may be moderated as we achieve our international expansion plans for seed business in geographies with contrasting seasons and climates.

5. INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIALPOSITION
5.1. Cash and cash equivalents
--- ---
12/31/2019 06/30/2019
--- --- --- --- ---
Cash and banks 5,080,613 3,450,873
US Treasury bills 5,488,245 -
10,568,858 3,450,873

5.2. Other financial assets
12/31/2019 06/30/2019
--- --- --- --- ---
Current
Restricted short-term deposit 4,369,254 4,327,275
Other investments 643,165 347,718
Other marketable securities 6,034 8,515
5,018,453 4,683,508
12/31/2019 06/30/2019
--- --- ---
Non-current
Shares of Bioceres S.A. 333,390 374,685
Other marketable securities 1,225 1,728
334,615 376,413

F-17

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

5.3. Trade receivables
12/31/2019 06/30/2019
--- --- --- --- ---
Trade debtors 71,234,677 48,910,484
Allowance for impairment of trade debtors (4,194,083 ) (3,360,224 )
Shareholders and other related parties (Note 14) 250,438 467,743
Allowance for impairment of shareholders and other related parties (Note 14) (30,236 ) (75,596 )
Allowance for return of goods (1,182,331 ) (800,606 )
Trade debtors - Parent company (Note 14) 439,140 440,268
Trade debtors - Joint ventures and associates (Note 14) 1,260,427 2,369
Discounted and deferred checks 9,982,529 13,651,939
77,760,561 59,236,377
5.4. Other receivables
--- ---
12/31/2019 06/30/2019
--- --- --- --- ---
Current
Taxes 1,651,468 584,641
Other receivables - Other related parties (Note 14) 2,516 10,971
Other receivables - Joint ventures and associates (Note 14) 485,156 250,783
Prepayments to suppliers 570,484 496,001
Reimbursements over exports 364,305 366,594
Prepaid expenses and other receivables 240,946 213,597
Loans receivable 125,000 -
Miscellaneous 291,935 59,242
3,731,810 1,981,829
12/31/2019 06/30/2019
--- --- ---
Non-current
Taxes 734,638 681,168
Reimbursements over exports 885,364 878,470
Miscellaneous 132,129 672
1,752,131 1,560,310
5.5. Inventories
--- ---
12/31/2019 06/30/2019
--- --- --- --- --- --- ---
Agrochemicals 32,346 22,137
Seeds and grains 643,295 207,519
Microbiological resale products 13,278,992 13,894,018
Microbiological products produced 9,135,393 8,370,583
Goods in transit 1,671,709 751,737
Supplies 6,778,170 4,482,827
Allowance for obsolescence (760,569 ) (406,818 )
30,779,336 27,322,003
F-18

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

5.6. Biological assets
12/31/2019 06/30/2019
--- --- --- --- ---
Biological assets 1,128,346 270,579
1,128,346 270,579

On September 16, 2019, Rizobacter Argentina S.A., a subsidiary of the Company, entered into an agreement with Espartina S.A. (“Espartina”) to share its business of producing grain crops. The joint operation is classified as a joint agreement as established in IFRS 11, while the parties are entitled to the assets and obligations over the related liabilities. Rizobacter Argentina S.A. recognizes as a joint operator, in relation to its participation, assets, liabilities, income and expenses. The production obtained is distributed according to the contributions made by each party. Rizobacter corresponds to 5% and Espartina to 95%. The in-kind contributions made during the period amount to $588,857 (Note 14). Each party decides the way of commercialization and the destination of the grains produced.

In the agreement, Rizobacter undertakes to provide inputs and money necessary for producing the grains according to the established participation percentages. Espartina contributes with all the cultural practices on fields, inputs not provided by Rizobacter and all the administration expenses needed for the production.

Changes in Biological assets

Soybean Corn Wheat Barley Total
Beginning<br> of the period 237,723 32,856 - - 270,579
Initial<br> recognition and changes in the fair value of biological assets 205,730 255,674 209,801 48,138 719,343
Decrease<br> due to harvest / disposals (241,542 ) (54,501 ) (63,507 ) (48,978 ) (408,528 )
Cost<br> incurred during the period 293,416 187,807 161,713 46,378 689,314
Exchange<br> differences (99,425 ) (29,004 ) (14,312 ) 379 (142,362 )
End<br> of the period 395,902 392,832 293,695 45,917 1,128,346


5.7. Property, plant and equipment

Property, plant and equipment as of December 31, 2019 and June 30, 2019 included the following:

12/31/2019 06/30/2019
Gross carrying amount 53,779,411 57,059,972
Accumulated depreciation (12,193,379 ) (13,225,424 )
Net carrying amount 41,586,032 43,834,548
F-19

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

1.    Net carrying amount for each class of assets is as follows:

Class Net carrying<br><br> amount<br><br> 12/31/2019 Net carrying<br><br> amount<br><br> 06/30/2019
Office equipment 195,440 213,437
Vehicles 1,239,458 1,785,701
Equipment and computer software 71,085 123,472
Fixtures and fittings 4,050,264 4,737,396
Machinery and equipment 5,672,741 6,336,691
Land and buildings 29,473,512 29,969,237
Buildings in progress 883,532 668,614
Total 41,586,032 43,834,548

2.         Gross carrying amount as of December 31, 2019 is as follows:

Gross<br> carrying amount
Class As<br> of the<br> beginning of<br><br> <br>period Additions Reclasifications Disposals Foreign<br><br> currency<br><br> translation Revaluation As<br> of the<br><br> end of<br><br> period
Office equipment 629,119 16,919 - - (58,750 ) - 587,288
Vehicles 3,604,537 104,849 (384,438 ) (143,395 ) (305,040 ) - 2,876,513
Equipment and computer software 955,657 8,631 (390,125 ) - (85,968 ) - 488,195
Fixtures and fittings 6,438,430 19,026 - - (709,698 ) - 5,747,758
Machinery and equipment 10,233,501 479,735 (413,322 ) - (1,120,114 ) - 9,179,800
Land and buildings 34,530,114 3,378 - - (3,836,143 ) 3,318,976 34,016,325
Buildings in progress 668,614 374,715 - - (159,797 ) - 883,532
Total 57,059,972 1,007,253 (1,187,885 ) (143,395 ) (6,275,510 ) 3,318,976 53,779,411

3.         Accumulated depreciation as of December 31, 2019 is as follows:

Depreciation
Class Accumulated<br><br><br> as of the<br><br> beginning of<br><br> period Disposals<br> /<br><br> Reclasifications Of<br> the period Foreign<br><br><br> currency<br><br> translation Revaluation Accumulated<br> as<br><br> of the end of<br><br> period
Office equipment 415,682 - 18,197 (42,031 ) - 391,848
Vehicles 1,818,836 (230,012 ) 210,091 (161,860 ) - 1,637,055
Equipment and computer software 832,185 (349,836 ) 15,632 (80,871 ) - 417,110
Fixtures and fittings 1,701,034 - 178,229 (181,769 ) - 1,697,494
Machinery and equipment 3,896,810 (233,094 ) 258,832 (415,489 ) - 3,507,059
Land and buildings 4,560,877 - 308,543 (463,108 ) 136,501 4,542,813
Total 13,225,424 (812,942 ) 989,524 (1,345,128 ) 136,501 12,193,379
F-20

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

4.         Gross carrying amount as of December 31, 2018 is as follows:

Gross<br> carrying amount
Class As<br> of the<br><br> beginning of<br><br> period Adjustment<br><br><br> of opening<br><br> net book<br><br> amount for<br><br> application<br><br> of IAS 29 Additions Reclasifications Disposals Foreign<br><br><br> currency<br><br> translation Revaluation As<br> of the <br><br>end of<br><br> period
Office equipment 243,948 334,496 19,188 - (7,818 ) (14,607 ) - 575,207
Vehicles 1,660,294 1,052,861 905,231 - - (10,956 ) - 3,607,430
Equipment and computer software 419,638 417,173 14,417 - (10,528 ) (12,817 ) - 827,883
Fixtures and fittings 3,826,665 1,913,979 612 198,756 - (277,278 ) - 5,662,734
Machinery and equipment 5,404,029 3,982,367 71,506 - (22,066 ) (49,321 ) - 9,386,515
Land and buildings 33,026,981 1,475,392 227,293 15,530 - (862,138 ) 58,910 33,941,968
Buildings in progress 182,839 78,750 130,896 (214,286 ) - (6,637 ) - 171,562
Total 44,764,394 9,255,018 1,369,143 - (40,412 ) (1,233,754 ) 58,910 54,173,299

5.         Accumulated depreciation as of December 31, 2018 is as follows:

Depreciation
Class Accumulated<br><br><br> as of the<br><br> beginning of<br><br> period Adjustment<br> <br><br>of opening<br><br> net book<br><br> amount for<br><br> application <br><br>of IAS 29 Disposals<br> /<br><br> Reclasifications Of<br> the <br><br>period Foreign<br><br><br> currency<br><br> translation Revaluation Accumulated<br><br><br> as of the end<br><br> of period
Office equipment 49,129 309,342 (3,688 ) 16,539 (6,893 ) - 364,429
Vehicles 560,691 765,972 - 254,987 (8,119 ) - 1,573,531
Equipment and computer software 207,402 491,761 - 30,777 (8,668 ) - 721,272
Fixtures and fittings 318,582 912,661 - 166,913 (26,265 ) - 1,371,891
Machinery and equipment 937,736 2,115,831 (11,339 ) 311,004 (74,247 ) - 3,278,985
Land and buildings 2,513,708 1,377,613 - 304,611 (98,093 ) 61,977 4,159,816
Total 4,587,248 5,973,180 (15,027 ) 1,084,831 (222,285 ) 61,977 11,469,924

The depreciation charge is included in Notes 6.3 and 6.4.

Revaluation ofproperty, plant and equipment

At a minimum, the Group updates their assessment of the fair value of its land and buildings at the end of each reporting year (after the revaluation policy was adopted), considering the most recent independent valuations and market data. As of December 31, 2019, the Group reviewed the valuations in order to determine the variations between the fair values ​​and their book value taking into consideration the valuations made in June 2019. Management determined the property, plant and equipment’s value within a range of reasonable fair value estimates. All resulting fair value estimates for land and buildings are classified as level 3 and are consistent with the methodology disclosed in the annual financial statements.

F-21

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

5.8. Intangible assets

Intangible assets as of December 31, 2019 and June 30, 2019 included the following:

12/31/2019 06/30/2019
Gross carrying amount 41,973,607 45,848,737
Accumulated amortization (6,675,383 ) (6,232,311 )
Net carrying amount 35,298,224 39,616,426
1. Net carrying amount of each class of intangible assets is as follows:
--- ---
Class Net carrying amount 12/31/2019 Net carrying amount 06/30/2019
--- --- --- --- ---
Seed and integrated products
Soybean HB4 6,584,944 6,120,336
Ecoseed integrated products 2,379,559 2,627,946
Crop nutrition
Microbiological products 1,572,112 2,208,117
Other intangible assets
Trademarks and patents 6,892,144 8,063,648
Software 789,788 994,723
Customer loyalty 17,079,677 19,601,656
Total 35,298,224 39,616,426
F-22

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

2. Gross carrying amount as of December 31, 2019 is as follows:
Gross carrying amount
--- --- --- --- --- --- --- --- --- ---
Class As of the<br><br> beginning of<br><br> period Additions Foreign <br><br>currency<br><br> translation As of the end<br><br> of period
Seed and integrated products
Soybean HB4 6,120,336 464,608 - 6,584,944
Ecoseed integrated products 2,627,946 39,514 (287,901 ) 2,379,559
Crop nutrition
Microbiological products 3,267,200 - (498,873 ) 2,768,327
Other intangible assets
Trademarks and patents 9,810,822 - (1,074,808 ) 8,736,014
Software 2,149,340 98,308 (219,709 ) 2,027,939
Customer loyalty 21,873,093 - (2,396,269 ) 19,476,824
Total 45,848,737 602,430 (4,477,560 ) 41,973,607
3. Accumulated amortization as of December 31, 2019 is as follows:
--- ---
Amortization
--- --- --- --- --- --- --- --- --- ---
Class Accumulated as<br><br> of beginning of<br><br> period Of the period Foreign<br><br> currency<br><br> translation Accumulated as<br><br> of the end of<br><br> period
Crop nutrition
Microbiological products 1,059,083 236,898 (99,766 ) 1,196,215
Other intangible assets
Trademarks and patents 1,747,174 288,105 (191,409 ) 1,843,870
Software 1,154,617 203,512 (119,978 ) 1,238,151
Customer loyalty 2,271,437 374,554 (248,844 ) 2,397,147
Total 6,232,311 1,103,069 (659,997 ) 6,675,383
4. Gross carrying amount as of December 31, 2018 is as follows:
--- ---
Gross carrying amount
--- --- --- --- --- --- --- --- --- --- --- ---
Class As of the beginning of period Adjustment<br> of opening <br> net book <br> amount for<br> application<br> of IAS 29 Additions Foreign <br> currency<br> translation As of the <br> end of period
Seed and integrated products
Soybean HB4 4,927,853 - 509,953 - 5,437,806
Crop nutrition
Microbiology products 2,505,864 841,714 47,552 (84,926 ) 3,310,204
Other intangible assets
Trademarks and patents 6,278,706 2,986,739 21,184 (256,245 ) 9,030,384
Software 1,444,603 438,726 - (16,471 ) 1,866,858
Customer loyalty 13,998,289 6,658,894 - (524,066 ) 20,133,117
Total 29,155,315 10,926,073 578,689 (881,708 ) 39,778,369
F-23

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

5. Accumulated amortization as of December 31, 2018 is as follows:
Amortization
--- --- --- --- --- --- --- --- --- --- --- ---
Class Accumulated as<br><br> of beginning of<br><br> period Adjustment <br><br>of opening <br><br>net book <br><br>amount for<br><br> application <br><br>of IAS 29 Of the period Foreign <br><br>currency<br><br> translation Accumulated <br><br>as of the end <br><br>of period
Crop nutrition
Microbiology products 383,380 202,791 157,484 (14,868 ) 728,787
Other intangible assets
Trademarks and patents 704,024 334,919 297,813 (26,380 ) 1,310,376
Software 495,293 227,264 149,820 (18,344 ) 854,033
Customer loyalty 915,273 435,389 387,175 (34,266 ) 1,703,571
Total 2,497,970 1,200,363 992,292 (93,858 ) 4,596,767

The amortization charge is included in Notes 6.3 and 6.4.

5.9. Goodwill

The variations in goodwill occurred during the period corresponds to the result of inflation adjustment and conversion to presentation currency. There have not been goodwill impairment indicators.

Carrying amount of goodwill as of December 31, 2019 and June 30, 2019 is as follows:

12/31/2019 06/30/2019
Rizobacter 20,840,686 23,484,761
Semya 5,627,582 6,319,954
26,468,268 29,804,715
5.10. Trade and other payables
--- ---
12/31/2019 06/30/2019
--- --- --- --- ---
Current
Trade creditors 37,322,043 30,489,072
Shareholders and other related parties (Note 14) 1,657,580 1,796,932
Trade creditors - Parent company (Note 14) 99,037 1,568,036
Trade creditors - Joint ventures and associates (Note 14) 13,949,951 4,805,149
Taxes 2,035,657 1,475,410
Consideration payment Semya acquisition (Note 14) 122,950 122,950
Miscellaneous 168,936 320,945
55,356,154 40,578,494
Non-current
Consideration payment Semya acquisition (Note 14) 452,654 452,654
452,654 452,654
F-24

BIOCERESCROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

5.11. Borrowings
12/31/2019 06/30/2019
--- --- --- --- ---
Current
Bank overdrafts 619,986 -
Bank borrowings 52,192,021 46,467,308
Corporate bonds 8,319,842 8,416,768
Discount checks 4,101,109 5,807,303
Net loans payables-Parents companies and related parties to Parents (Note 14) 5,850,542 5,399,883
Finance lease - 385,947
71,083,500 66,477,209
Non-current
Subordinated loan 15,427,778 -
Bank borrowings 8,647,607 16,239,743
Corporate bonds 4,006,690 8,018,884
Net loans payables-Parents companies and related parties to Parents (Note 14) 12,000,000 12,358,024
Finance lease - 462,870
40,082,075 37,079,521

The carrying value of some borrowings as of December 31, 2019 measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.

12/31/2019 06/30/2019
Amortized cost Fair value Amortized cost Fair value
Current
Bank borrowings 52,192,021 51,373,640 46,467,308 46,857,879
Discount checks 4,101,109 3,794,642 5,807,303 5,230,123
Corporate Bonds 8,319,842 7,532,344 8,416,768 7,632,806
Non-current
Bank borrowings 8,647,607 7,675,881 16,239,743 14,274.547
Corporate Bonds 4,006,690 3,447,098 8,018,884 6,972,332

The Group has met the capital and interest installments whose maturity was effective in the six-month period ended December 31, 2019. Covenant compliance is required to be measured annually.

Subordinated loan

On October 15, 2019, the Group entered into a loan agreement with Arvesa Corp. and Bioceres LLC, its controlling shareholder, as lenders. The facility is for an amount of up to US$20 million, of which US$15 million has been drawdown as of the date of this report. Drawdown capital and capitalized interest are due after 24 months of the date of the loan agreement. Cash interest will be paid quarterly at a 15% rate. The portion of the loan funded by Arvesa is guaranteed by Bioceres S.A. and Bioceres LLC.

F-25

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Net loans payables-Parentscompanies and related parties to Parents

Financial assets (other receivables from the controlling entities (“Parents”) and related parties to Parents) and liabilities (loans payable to Parents companies) are offset and the net amount is reported in the Statement of Financial Position where the Company currently has a legally enforceable right to offset the recognized amounts, and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

The following table presents the recognized financial instruments that are offset:

Parents companies and related parties to Parents Gross amounts Gross amounts set<br> off in the Statement<br> of Financial<br> Position Net amounts<br> presented in the<br> Statement of<br> Financial Position
Current other receivables 10,537,438 (10,537,438 ) -
Total current assets 10,537,438 (10,537,438 ) -
Current borrowings (16,387,980 ) 10,537,438 (5,850,542 )
Total current liabilities (16,387,980 ) 10,537,438 (5,850,542 )
Non-current borrowings (12,000,000 ) - (12,000,000 )
Total non-current liabilities (12,000,000 ) - (12,000,000 )
5.12. Employee benefits and social security
--- ---
12/31/2019 06/30/2019
--- --- --- --- ---
Current
Salaries and social security 1,729,504 1,563,581
Staff incentives and vacations 1,094,484 1,481,384
Key management personnel (Note 14) 1,838,709 2,312,253
4,662,697 5,357,218
Non-current
Key management personnel (Note 14) 200,459 -
200,459 -
5.13. Deferred revenue and advances from customers
--- ---
12/31/2019 06/30/2019
--- --- --- --- ---
Advances from customers 5,749,476 1,074,463
5,749,476 1,074,463

5.14. Financed payment- Acquisition of business
12/31/2019 06/30/2019
--- --- --- --- ---
Financed payment to sellers - 2,826,611
- 2,826,611

In October 2019, the last installment of Finance payment to sellers was paid.

F-26

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

5.15. Provisions
12/31/2019 06/30/2019
--- --- --- --- ---
Provisions for contingencies 287,325 439,740
287,325 439,740

There are not expected reimbursements related to the provisions.

5.16. Private warrants
12/31/2019 06/30/2019
--- --- --- --- ---
Private warrants 1,302,524 2,861,511
1,302,524 2,861,511

As of June 30, 2019, the fair value of the private warrants using a share price of $5.30 and risk-free rate of 1.7631%, decreased to $2.8 million and the Group recognized a finance gain of $0.6 million.

As of December 31, 2019, the fair value of the private warrants using a share price of $5.05 and risk-free rate of 1.693%, decreased to $1.3 million and the Group recognized a finance gain of $1.6 million.

6. INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVEINCOME
6.1. Revenues
--- ---
12/31/2019 12/31/2018
--- --- --- --- ---
Sale of goods and services 97,286,206 91,539,573
Royalties 1,216,161 518,933
98,502,367 92,058,506

Transactions of sales of goods and services with joint ventures, shareholders and other related parties are reported in Note 14.

F-27

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

6.2. Cost of sales
Item 12/31/2019 12/31/2018
--- --- --- --- --- --- ---
Inventories as of the beginning of the period 27,322,003 19,366,001
Adjustment of opening net book amount for the application of IAS 29 - 4,273,416
Purchases of the period 51,638,178 45,121,088
Production costs 6,310,757 5,119,487
Foreign currency translation (1,183,800 ) (2,129,829 )
Subtotal 84,087,138 71,750,163
Inventories as of the end of the period (30,779,336 ) (24,097,484 )
Cost of sales 53,307,802 47,652,679
6.3. R&D classified by nature
--- ---
Item Research and<br><br> development<br><br> expenses<br><br> 12/31/2019 Research and<br><br> development<br><br> expenses<br><br> 12/31/2018
--- --- --- --- ---
Amortization intangible assets 525,003 269,721
Import and export expenses 9,527 7,947
Depreciation property, plant and equipment 20,149 64,988
Freight and haulage - 1,674
Employee benefits and social securities 602,410 268,830
Taxes 418 1,564
Maintenance 14,322 22,305
Energy and fuel 37,099 42,733
Supplies and materials 383,226 352,130
Mobility and travel 24,894 18,920
Share-based incentives - 8,921
Professional fees and outsourced services 5,452 24,640
Professional fees related parties 488,516 -
Office supplies 4,081 -
Insurance 2,524 4,369
Depreciation of leased assets 5,564 -
Miscellaneous 4,167 5,415
Total 2,127,352 1,094,157
12/31/2019 12/31/2018
--- --- --- --- --- --- ---
R&D Capitalized (Note 5.8) 504,122 557,505
R&D profit and loss 2,127,352 1,094,157
Total 2,631,474 1,651,662
% of total revenue 2.67 % 1.79 %
F-28

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

6.4. Expenses classified by nature and function
Item Production<br><br> costs Selling, general<br><br> and<br><br> administrative<br><br> expenses Total<br><br> 12/31/2019
--- --- --- --- --- --- --- --- ---
Amortization intangible assets - 578,066 578,066
Analysis and storage 21,129 3,017 24,146
Commissions and royalties 771,883 245,341 1,017,224
Import and export expenses 82,036 577,023 659,059
Depreciation property, plant and equipment 625,286 344,089 969,375
Depreciation of leased assets 177,095 125,371 302,466
Impairment of receivables - 1,120,787 1,120,787
Freight and haulage 451,648 1,664,525 2,116,173
Employee benefits and social securities 2,555,203 6,273,892 8,829,095
Maintenance 227,532 275,117 502,649
Energy and fuel 237,510 73,047 310,557
Supplies and materials 174,031 137,727 311,758
Mobility and travel 8,964 974,167 983,131
Publicity and advertising - 1,078,928 1,078,928
Contingencies - (8,134 ) (8,134 )
Share-based incentives - 1,867,334 1,867,334
Professional fees and outsourced services 337,896 406,488 744,384
Professional fees related parties - 32,672 32,672
Office supplies 38,433 192,830 231,263
Insurance 51,019 249,522 300,541
Information technology expenses 282 382,249 382,531
Obsolescence 524,264 - 524,264
Taxes 16,513 2,495,732 2,512,245
Miscellaneous 10,033 92,529 102,562
Total 6,310,757 19,182,319 25,493,076
F-29

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Item Production <br><br>costs Selling,<br><br> general and<br><br> administrative<br><br> expenses Total<br><br> 12/31/2018
Amortization intangible assets - 722,571 722,571
Analysis and storage 535,388 125,556 660,944
Commissions and royalties 396,325 186,406 582,731
Import and export expenses 34,977 542,692 577,669
Depreciation property, plant and equipment 727,133 292,710 1,019,843
Impairment of receivables - (12,223 ) (12,223 )
Freight and haulage 100,005 1,161,936 1,261,941
Employee benefits and social securities 2,421,592 6,809,782 9,231,374
Maintenance 186,019 115,158 301,177
Energy and fuel 210,971 281,614 492,585
Supplies and materials 131,569 231,682 363,251
Mobility and travel 55,899 678,997 734,896
Publicity and advertising - 700,370 700,370
Contingencies - (6,159 ) (6,159 )
Information technology expenses - 304,568 304,568
Professional fees and outsourced services 28,188 1,006,110 1,034,298
Professional fees related parties - 411,352 411,352
Office supplies 19,882 211,263 231,145
Insurance 38,213 238,714 276,927
Obsolescence 111,595 71,677 183,272
Taxes 11,358 2,407,613 2,418,971
Miscellaneous 110,373 179,698 290,071
Total 5,119,487 16,662,087 21,781,574
6.5. Finance results
--- ---
12/31/2019 12/31/2018
--- --- --- --- --- --- ---
Finance income
Interest generated by assets 2,158,848 207,817
Other finance income 35,360 -
2,194,208 207,817
Finance costs
Interest generated by liabilities with the parent (1,341,181 ) (22,125 )
Interest generated by liabilities (13,717,389 ) (11,363,229 )
Financial commissions (757,751 ) (1,058,499 )
Other financial loss (18,102 ) (167,822 )
(15,834,423 ) (12,611,675 )
Other finance results
Exchange differences generated by assets 21,922,850 25,492,428
Exchange differences generated by liabilities (36,862,783 ) (37,603,766 )
Changes in fair value of financial assets or liabilities and other financial results 2,747,580 90,122
Net gain of inflation effect on monetary items 5,963,892 9,865,802
(6,228,461 ) (2,155,414 )
Total net finance results (19,868,676 ) (14,559,272 )
F-30

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

7. TAXATION

Tax reform in Argentina

On December 29, 2017, the Government promulgated Law 27,430 - Income Tax. This law changed the tax rates for Argentine companies and gradually reduced them from 35% to 30% for fiscal periods beginning from January 1, 2018 until December 31, 2019, and 25% for fiscal periods beginning on or after January 1, 2020 (inclusive).

Additionally, Law No. 27,430, as amended by Law No. 27,468, provided that, for fiscal years beginning on or after January 1, 2018, an inflation adjustment shall be applied in any fiscal year in which the rate of inflation, accumulated in the thirty-six months prior to the end of the fiscal year being settled, exceeds 100%. With respect to the first, second and third fiscal years from its effective date, this procedure shall be applicable in the event that the accumulated variation of inflation, calculated from the beginning of the first fiscal year until the closing of each fiscal year, exceeds 55%, 30% and 15%, respectively. The positive or negative inflation adjustment, corresponding to the first, second and third fiscal year, should be imputed one-third in the fiscal period for which the adjustment is calculated and the remaining two-thirds, in equal parts, in the next two fiscal periods.

In December 2019, the Government promulgated Law 27,541. It provided that the tax rate reduction established by Law 27,430 was suspended until the fiscal years beginning on or after January 1, 2021. Thus, the tax rate of 30% was maintained. Law 27,541 also provided that, for the first and second financial years starting on or after 1 January 2019, one-sixth of the inflation adjustment will be computed in the fiscal year of the adjustment calculation and the remaining five-sixths in equal parts in the five immediately following tax periods.

Given that the inflation is expected to exceed 30% in 2020, the Group has determined the income tax considering the application of the inflation adjustment.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

12/31/2019 12/31/2018
Current tax expense (3,131,407 ) (2,586,902 )
Deferred tax 1,926,752 (2,463,847 )
Total (1,204,655 ) (5,050,749 )

The gross movement on the deferred income tax account is as follows:

12/31/2019 12/31/2018
Beginning of the period deferred tax (17,358,162 ) (7,990,121 )
Income tax provision 1,926,752 (2,892,309 )
Charge to OCI (795,619 ) (71,762 )
Conversion difference 1,886,127 (3,778,326 )
Rate change - 382,761
Total net deferred tax (14,340,902 ) (14,349,757 )
F-31

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

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:

12/31/2019 12/31/2018
Earning/(Loss) before income tax-rate 0% 3,265,949 (1,226,319 )
Loss/(Earnings) before income tax-rate 21% (318,391 ) -
Earnings before income tax-rate 30% 2,929,178 13,843,621
Income tax charge by applying tax rate to loss before tax: (811,891 ) (4,153,086 )
Share of profit or loss of subsidies, joint ventures and associates 719,033 (287,223 )
Stock options charge (239,312 ) (2,498 )
Rate change adjustment (77,592 ) 370,802
Non-deductible expenses and untaxed gains (33,642 ) (373,736 )
Representation expenses (56,841 ) (55,178 )
Foreign investment coverage 381,154 80,637
Result for inflation effect on monetary items and other finance results (1,085,564 ) (630,467 )
Income tax (1,204,655 ) (5,050,749 )
8. EARNINGS PER SHARE (EPS)
--- ---

The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:

12/31/2019 12/31/2018
Numerator
Profit for the period (basic EPS) 4,264,504 4,229,006
Profit for the period (diluted EPS) 4,264,504 4,229,006
Denominator
Weighted average number of shares (basic EPS) 36,120,517 36,120,517
Weighted average number of shares (diluted EPS) 36,120,517 36,120,517
Basic and diluted income attributable to ordinary equity holders of the parent 0.118 0.117

The 27,116,174 shares issued to Bioceres LLC in exchange of its Bioceres Inc Crop Business and its equity interest in Bioceres Semillas, together with the 119,443 shared issued to exercise the Bioceres Semillas’ tag along and the 862,500 shares received by Bioceres LLC from the original founders of Union, were considered retrospectively in the EPS calculations. The denominators used in the EPS calculation assume those events have occurred at the beginning of the earliest period presented.

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group has two categories of dilutive potential shares, warrants and share-based incentives.

Warrants outstanding were not included in the diluted EPS calculations for the six-month period ended December 31, 2019 and 2018 because the average market price of ordinary shares during the period did not exceed the exercise price of the warrants.

F-32

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

In December 2019, stock options were granted with respect to 1,200,000 ordinary shares for certain executives and directors of the Group. See Note 16. These share options are treated as contingently issuable shares because their issue is contingent upon satisfying specified conditions in addition to the passage of time. The stock options were not included in the diluted EPS calculation for the six-month periods ended December 31,2019 and 2018 because the average market price of ordinary shares during the period is lower than the assumed proceeds per option.

There are neither ordinary shares transactions nor potential ordinary shares transactions that have occurred after December 31, 2019 that would have changed significantly the number of ordinary shares or potential ordinary shares outstanding at the end of the reporting period.

9. INFORMATION ABOUT UNAUDITED INTERIM CONDENSED CONSOLIDATED COMPONENTS OF EQUITY
9.1. Parent company investment
--- ---

The Group has recognized the contribution of assets and (liabilities) made by the shareholders into the Company, until the merger was consummated, as share premium decrease as follows:

12/31/2019 12/31/2018
Capital contributions - 294,041
Intangible contributed - 623,022
Incorporation of financial debt (*) - (11,627,501 )
- (10,710,438 )

(*) Financial debt taken by the Group in connect with Rizobacter acquisition


9.2.   Share capital

The 27,116,174 shares issued to Bioceres LLC in exchange of its Bioceres Inc Crop Business and its equity interest in Bioceres Semillas, together with the 119,443 shares issued to exercise the Bioceres Semillas’ tag-along and the 862,500 shares received by Bioceres LLC from the original founders of Union, were considered retrospectively in issued capital based on the assumption of those events have occurred at the beginning of the earliest period presented.

9.3.   Shares summary

As of the date of this financial statement, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 36,120,517 ordinary shares issued and outstanding, (iii) 1,000,000 preference shares ($0.0001 par value) authorized, (iv) no preference shares issued and outstanding, (v) 12,700,000 private placement warrants outstanding (5,200,000 of which were issued in connection with Union’s IPO and 7,500,000 of which were issued in connection with the merger) classified as liability (Note 5.16) and (vi) 11,500,000 public warrants outstanding. Public warrants were classified as equity and its consideration was included in the “Share Premium” column.

Holders of the ordinary shares are entitled to one vote for each ordinary share.

F-33

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

9.4.   Non-controlling interests

There were no dividends paid to non-controlling interest in the periods ended December 31, 2019, and 2018.


10. CASH FLOW INFORMATION

Significant non-cash transactions related to investment and financing activities are as follows:

12/31/2019 12/31/2018
Investment activities
Investment in kind in other related parties (Note 14) 588,857 -
Non-monetary contributions in joint ventures (Note 11) 250,000 97,096
838,857 97,096
12/31/2019 12/31/2018
--- --- --- ---
Financing activities
Parent company investment - (10,710,438 )
- (10,710,438 )
11. JOINT VENTURES AND ASSOCIATES
--- ---
12/31/2019 06/30/2019
--- --- --- --- ---
Liabilities
Trigall Genetics S.A. 1,704,901 1,970,903
1,704,901 1,970,903
12/31/2019 06/30/2019
--- --- --- --- ---
Assets
Synertech Industrias S.A. 24,232,713 25,297,376
Indrasa Biotecnología S.A. 38,268 23,652
24,270,981 25,321,028

Changes in joint ventures and associates’ investments:

12/31/2019 12/31/2018
As of the beginning of the period 23,350,125 17,059,757
Adjustment of opening net book amount for the application of IAS 29 - 8,206,634
Monetary contributions - 127,728
Non-monetary contributions 250,000 97,096
Parent company investment - 294,041
Loss of control of Indrasa Biotecnología S.A. - 10,591
Revaluation of property, plant and equipment 355,702 301,235
Foreign currency translation (2,688,252 ) (1,813,351 )
Share of profit or loss 1,298,505 812,593
As of the end of the period 22,566,080 25,096,324
F-34

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Share of profit or loss of joint ventures and associates:

12/31/2019 12/31/2018
Trigall Genetics S.A. 15,430 (79,998 )
Semya S.A. - (21,961 )
Synertech Industrias S.A. 1,267,200 906,547
Indrasa Biotecnología S.A. 15,875 8,005
1,298,505 812,593
12. SEGMENT INFORMATION
--- ---

The following tables present information with respect to the Group´s reporting segments:

Period ended December 31, 2019 Seed and<br><br> integrated<br><br> products Crop protection Crop nutrition Consolidated
Revenues
Sale of goods and services 18,191,663 50,376,063 28,718,480 97,286,206
Royalties 1,216,161 - - 1,216,161
Others
Government grants 24,236 - - 24,236
Initial recognition and changes in the fair value of biological assets - 719,343 - 719,343
Total 19,432,060 51,095,406 28,718,480 99,245,946
Cost of sales (7,257,723 ) (28,626,084 ) (17,423,995 ) (53,307,802 )
Gross margin per segment 12,174,337 22,469,322 11,294,485 45,938,144
% of Segment Revenue 63 % 44 % 39 % 46 %
Period ended December 31, 2018 Seed and<br><br> integrated<br><br> products Crop protection Crop nutrition Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
Revenues
Sale of goods and services 18,962,636 46,435,705 26,141,232 91,539,573
Royalties 518,933 - - 518,933
Others
Government grants 12,960 - - 12,960
Total 19,494,529 46,435,705 26,141,232 92,071,466
Cost of sales (6,285,219 ) (26,078,960 ) (15,288,500 ) (47,652,679 )
Gross margin per segment 13,209,310 20,356,745 10,852,732 44,418,787
% of Segment Revenue 68 % 44 % 42 % 48 %
F-35

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

13. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of December 31, 2019 and June 30, 2019.

Amortized cost Mandatorily measured at fair <br><br>value through profit or loss
Financial asset 12/31/2019 06/30/2019 12/31/2019 06/30/2019
Cash and cash equivalents 5,080,613 3,450,873 5,488,245 -
Other financial assets 4,703,869 4,703,688 649,199 356,233
Trade receivables 77,760,561 59,236,377 - -
Other receivables (*) 2,286,405 1,566,732 - -
Total 89,831,448 68,957,670 6,137,444 356,233

(*) Advances expenses and tax balances are not included.

Amortized cost Mandatorily measured at fair <br><br>value through profit or loss
Financial liability 12/31/2019 06/30/2019 12/31/2019 06/30/2019
Trade Payables and other payables 55,808,808 41,031,148 - -
Borrowings 111,165,575 103,556,730 - -
Employee benefits and social security 4,863,156 5,357,218 - -
Financed payment - Acquisition of business - 2,826,611 - -
Warrants - - 1,302,524 2,861,511
Total 171,837,539 152,771,707 1,302,524 2,861,511

Financial instruments measuredat fair value

Measurement at fair value at 12/31/2019 Level 1 Level 2 Level 3
Financial assets at fair value
Other financial assets 649,199 - -
US Treasury bills 5,488,245 - -
Financial liabilities valued at fair value
Private warrants - - 1,302,524
Measurement at fair value at 06/30/2019 Level 1 Level 2 Level 3
--- --- --- --- --- --- ---
Financial assets at fair value
Other financial assets 356,233 - -
Financial liabilities valued at fair value
Private warrants - - 2,861,511

Estimation of fair value


The fair value of marketable securities and US Treasury Bills is calculated using the market approach using quoted prices in active markets for identical assets. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

F-36

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

The Group’s financial liabilities, which were not traded in an active market were determined using valuation techniques that maximize the use of available market information, and thus rely as little as possible on specific estimates of the entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instruments are included in level 2.

If one or more of the significant inputs is not based on observable market data, the instruments are included in level 3.

The model and inputs used to value the Private warrants at its fair value is mentioned in Note 5.16. The sensitivity analysis was based on a 5% change in the volatility of instrument. These change in isolation would have increased / decreased the amount of the financial liability by $2.3 million and $0.6 million if the volatility was 34.14% or 24.14%, respectively.

The Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer.

There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.

Financial instruments notmeasured at fair value


The financial instruments not measured at fair value include cash and cash equivalents, trade accounts receivable, other accounts receivable, certain other financial assets, trade payables and other payables, borrowings, employee benefits and social security and financed payments.

The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.11).

14.    SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the periods ended December 31, 2019 and December 31, 2018 the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:

Amount of the transactions of the period ended
Party Transaction type 12/31/2019 12/31/2018
Joint ventures and associates Sales and services 3,614,799 2,221,306
Joint ventures and associates Purchases of goods and services (13,910,670 ) (10,939,567 )
Joint ventures and associates Equity contributions 250,000 518,865
Joint ventures and associates Net loans granted / (cancelled) - (6,410,011 )
Joint ventures Interest gain - 42,202
Key management personnel Salaries, social security benefits and other benefits (3,840,825 ) (1,670,232 )
Key management personnel Loans granted - 499,867
Key management personnel Interest gain 23,537 1,459
Shareholders and other related parties Sales of goods and services 323,159 1,366,014
Shareholders and other related parties Purchases of goods and services (213,874 ) (253,639 )
Shareholders and other related parties Net loans granted/(cancelled) - 404,459
Shareholders and other related parties Interest gain - 18,238
Shareholders and other related parties In-kind contributions (Note 5.6) 588,857 -
Parent company Interest gain/(lost) 391,537 -
Parent company Purchases of goods and services (95 ) (56,514 )
Total (12,773,575 ) (14,257,553 )
F-37

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Amounts receivable from related parties
Party Transaction type 12/31/2019 06/30/2019
Parent company Trade debtors 439,140 440,268
Shareholders and other related parties Trade receivables 250,438 467,743
Shareholders and other related parties Allowance for impairment (30,236 ) (75,596 )
Other receivables - Other related parties Other receivables 2,516 10,971
Joint ventures and associates Trade debtors 1,260,427 2,369
Joint ventures and associates Other receivables 485,156 250,783
Total 2,407,441 1,096,538
Amounts payable to related parties
--- --- --- --- --- --- --- ---
Party Transaction type 12/31/2019 06/30/2019
Parent company Trade creditors (99,037 ) (1,568,036 )
Parents companies and related parties to Parents Net loans payables (17,850,542 ) (17,757,907 )
Parent company Consideration payment Semya acquisition (575,604 ) (575,604 )
Key management personnel Salaries, social security benefits and other benefits (2,039,168 ) (2,312,253 )
Shareholders and other related parties Trade and other payables (1,657,580 ) (1,796,932 )
Joint ventures and associates Trade and other payables (13,949,951 ) (4,805,149 )
Total (36,171,882 ) (28,815,881 )

15.    KEY MANAGEMENT PERSONNEL COMPENSATION

The compensation of directors and other members of key management personnel, including social contributions and other benefits, was as follows for the period ended December 31, 2019, and 2018.

12/31/2019 12/31/2018
Salaries, social security and other benefits 1,973,491 1,670,232
Share-based incentives 1,867,334 -
Total 3,840,825 1,670,232
F-38

BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

16.    SHARE-BASED PAYMENTS

Incentive payments basedon Parent shares

On August 7, 2019, pursuant to the listing of Bioceres Crop Solutions Corp. on the New York Stock Exchange, the Board of Directors of Bioceres S.A., approved the cancellation of the stock grant incentive plan of Bioceres S.A. for Rizobacter Senior Management. At the same date, the Board of Directors of Bioceres S.A. approved the issuance of 36,000 ordinary shares to each of the members of the Rizobacter Senior Management team.

The shares issued by Bioceres S.A. were valued at measurement date at $5.53 per share as described in Note 2.6.

Incentive payments basedon options

In December 2019, purchase options were granted with respect to 1,200,000 ordinary shares for certain executives and directors of the Group.

The exercise price of the stock options is USD 4.55, and they are vested when the beneficiaries have served a period of service since the grant date until each vesting period described below. The beneficiaries must remain in the Company or subsidiary as of the date of exercising the option to exercise it. The stock options expire on October 31, 2029.

Options can be exercised for a period of up to three years, with 1/3 vesting every 12 months, and on a cashless basis at their volume weighted average price (“VWAP”) of the ordinary shares during twenty-day period to the date of exercise.

The fair value of the stock options at the grant date was estimated using the "Black-Scholes" model considering the terms and conditions under which the options on actions were granted and adjusted to consider the possible dilutive effect of the future exercise of options.

Factor Incentive option plan
Weighted average fair value of shares USD 5.42
Exercise price USD 4.55
Weighted average expected volatility (*) 29.69%
Dividend rate 0%
Weighted average risk-free interest rate 1.66%
Weighted average expected life 9.89 years
Weighted average fair value of stock options at measurement date USD 2.47

(*) Implied volatility of Public warrants

There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of options.

The Group estimates that 100% of the share options will be exercised, taking into account historical patterns of executives maintaining their jobs and the probability of the exercising the options. This estimate is reviewed at the end of each annual or interim period.

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BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

The following table shows the weighted average amount and exercise price and the movements of the stock options of executives and directors of the Group during the six-month period ended December 31, 2019 and 2018.

12/31/2019 31/12/2018
Number of options Exercise price Number of options Exercise price
At the beginning - - - -
Granted during the period 1,200,000 4,55 - -
Annulled during the period - - - -
Exercised during the period - - - -
Expired during the period - - - -
Effective at period 1,200,000 4,55 - -

The charge of the plan recognized during the period amount to $ 1,069,629.

17.    LEASES


As mentioned in Note 3, the Group began applying IFRS 16 and recognized the cumulative initial effect as an adjustment to the opening equity at the date of initial application. The comparative information was not restated.

The Group recognized a right-of-use asset and a lease liability.

The right-of-use asset was initially measured at the amount of the lease liability plus initial direct costs incurred adjusted from pre-payments made related to the lease. The right-of-use asset was measured at cost less accumulated depreciation and accumulated impairment.

The lease liability was initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate could not be readily determined, the Group use its incremental borrowing rate.

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: (i) the use of a single discount rate to a portfolio of leases with reasonably similar characteristics, (ii) reliance on previous assessments on whether leases are onerous, (iii) the accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-term leases, (iv) the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and (v) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The information about the right of use and liabilities related with lease assets, are as follows:

Lease liability
Operating lease commitments as at June 30,2019 782,791
Discounted using the lessee’s incremental borrowing rate of at the date of initial application 674,360
Add: finance lease liabilities recognized as at June 30,2019 848,817
Lease liability recognized as at 1 July 2019 1,523,177
Lease Liabilities
Non-current 664,980
Current 858,197
Total 1,523,177
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BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

Right-of-use leased asset 12/31/2019
Cost
Book value at the beginning of the period -
Additions for initial application of IFRS 16 1,523,177
Additions of the period 351,731
Book value at the end of the period 1,874,908
Depreciation
Accumulated depreciation at the beginning of the period 759,045
Depreciation of the period 308,030
Accumulated depreciation at the end of the period 1,067,075
Total 807,833
Lease liability 12/31/2019
--- --- ---
Book value at the beginning of the period -
Additions for initial application of IFRS 16 1,523,177
Additions of the period 279,862
Interest expenses, exchange differences and inflation effects (373,813 )
Payments of the period (243,414 )
Total 1,185,812
Lease Liabilities 12/31/2019
Non-current 528,179
Current 657,633
Total 1,185,812

The recognized right-of-use assets relate to the following types of assets:

12/31/2019 7/1/2019
Machinery and equipment 413,321 413,321
Vehicles 384,438 384,438
Equipment and computer software 390,125 390,125
Land and buildings 687,024 335,293
1,874,908 1,523,177

18.    CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS


In order to guarantee the obligations assumed on the Syndicated loan (incorporated in Bank borrowings in Note 5.11), Rizobacter signed and granted a pledge of a fixed term certificate constituted on September 11, 2017, and extended on December 9, 2019 for $4.4 million disclosed as “Restricted short-term deposit” in “Other financials assets” (Note 5.2).

As of December 31, 2019, Rizobacter had $1 million of debt secured by checks from customers.

There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosed made in the Consolidated financial statement as of June 30, 2019.

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BIOCERES CROP SOLUTIONS CORP.


NOTES TO THE UNAUDITED INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwiseindicated)

19.    EVENTS OCCURRING AFTER THE REPORTING PERIOD


On February 14, 2020, the Group completed the offering of US$7.6 million under Series II of its corporate bonds due 2021. The Group intends to use the proceeds to improve its debt profile as well as for general corporate purposes, including working capital to further support international growth.

Subsequent to December 31, 2019, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these Unaudited interim condensed consolidated financial statements that were not mentioned above.

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