Bioceres Crop Solutions Corp. (“Bioceres” or the “Company”) (NYSE American: BIOX), a fully-integrated provider of crop productivity solutions designed to enable the transition of agriculture towards carbon neutrality, announced today its unaudited consolidated financial results for the three-month period ended September 30, 2020. Financial results are expressed in U.S. dollars and are presented in accordance with International Financial Reporting Standards. All comparisons in this announcement are year-over-year (“YoY”), unless noted otherwise.
KEY BUSINESS DEVELOPMENTS
• Subsequent to quarter-end, Bioceres acquired from Arcadia Biosciences Inc. (“Arcadia”) earlier today the remaining ownership interest in Verdeca LLC (“Verdeca”), a joint venture launched in 2012 to develop second generation biotechnologies for soybean and to commercialize HB4 Soy globally. By assuming full ownership of Verdeca, the Company expects to accelerate the execution of its HB4 Soy strategy, in particular by expanding breeding and go-to market collaborations with partners in new and existing geographies. Complete ownership will also enable Bioceres to capture more of the underlying economic value of HB4 Soy on a per hectare basis. As part of the transaction, the Company will own Verdeca´s vetted soybean library of gene-edited materials for developing new quality and productivity traits, as well as exclusive rights to all Arcadia technologies applicable to this crop.
• Under the terms of the above-mentioned agreement, Bioceres has also been granted Latin American rights to Arcadia’s wheat traits and Good Wheat® brand. This platform of genome-edited materials includes wheat varieties with 65% less gluten, 10-times the dietary fiber, and oxidative stability (which extends the shelf life of whole flours and derived products), while being substantially equivalent in all other aspects to conventional wheat. Some of the rights acquired are subject to clearances by third parties.
• In consideration for the acquisition of Arcadia’s interest in Verdeca, the wheat rights discussed above, and other intellectual property assets, Bioceres is paying $20 million at closing, through a combination of $5 million in cash and $15 million in equity (1,875,000 Bioceres´ common shares priced at $8) that is subject to a six-month lock-up period. One-third of these shares are pledged in favor of Bioceres and will be released when the aforementioned third-party clearances to the licensed wheat rights have been granted. Post-closing, the Company will pay: i) $2 million subject to obtaining Chinese import clearance for HB4 Soy or achieving penetration of the HB4 Soy technology in a minimum number of hectares, and ii) payments equivalent to 6% of the net HB4 technology royalties realized by Verdeca, until a $10 million aggregate amount is met. The overall total consideration is $32 million, excluding $1 million in fees and transaction costs to be reimbursed to Arcadia post-closing and non-Verdeca related royalties.
• On October 8, 2020, Bioceres’ drought tolerant HB4 Wheat was commercially approved in Argentina, subject to import approval being granted in Brazil, Argentina’s main wheat trading partner. This approval is the first for HB4 Wheat anywhere in the world and marks an historical milestone in the biotechnology sphere for this crop.
FISCAL 1Q21 FINANCIAL & BUSINESS HIGHLIGHTS
• Total revenue increased 8% on a comparable basis to $42.2 million, with Adjusted EBITDA rising 30% to $10.5 million.
• Bioceres’ cash position rose more than five-fold through more efficient sources of capital versus the same period in fiscal year 2020, including $17 million raised through the August 2020 local public offering of Rizobacter bonds bearing zero percent interest.
• The Company’s Net debt-to-EBITDA ratio was 2.12x at quarter-end, compared to 2.15x in fiscal 1Q20.
• HB4 Wheat and HB4 Soy inventory ramp-up processes advance as discussed in Bioceres’ previous Earnings Report. A dry winter season hindered wheat production in Argentina, but was conducive to highlighting the full potential of HB4 drought tolerance as this crop’s harvest approaches in the southern hemisphere.
Commenting on the Company’s transaction with Arcadia, Mr. Federico Trucco, Chief Executive Officer of Bioceres, said, “My first relevant transaction as CEO of Bioceres back in 2011-12 was the agreement with Arcadia Biosciences for the constitution and financing of Verdeca LLC. At that time, Bioceres could barely pay the due diligence and legal costs associated to the transaction, HB4 was a technology promise, our ability to de-regulate a GMO event was disputable, and the overall investment required to transform this promise into a commercially approved product was estimated at over $100 million by industry experts. To be able to say that we have successfully overcome these initial difficulties and are today re-gaining full control not only on HB4 Soy but also on other very attractive earlier stage technologies and technology platforms within Verdeca’s portfolio, fills me with enormous pride. I would like to thank Arcadia for trusting us back in 2012 and for helping us advance Verdeca’s pipeline to its current state. We also take this opportunity to welcome Arcadia as a new shareholder of our company.”
Mr. Trucco added, “We are announcing this important transaction little over one month after Argentina’s regulatory clearance of HB4 Wheat, becoming the first company globally to have a commercially enabled path to market for a drought tolerance trait in this staple crop. Encouraged by this development, we are adding to our portfolio of wheat technologies Arcadia’s genome-edited varieties, especially designed to tackle major consumer health concerns. This expanded wheat portfolio will allow us to further leverage our investments in closed growing systems which, in addition to strong identity preservation and traceability capabilities, remain of paramount importance as we engage with growers and consumers for which our technologies are relevant.”
Mr. Enrique Lopez Lecube, Chief Financial Officer of Bioceres, said, “Our recent agreement with Arcadia together with the HB4 Wheat approval in Argentina, both significant achievements for Bioceres, were preceded by the growth momentum that we maintained going into the new fiscal year. Sales for the first fiscal quarter grew 8% year over year, while Adjusted EBITDA increased 30% despite a slow start to the growing season, due to limited rainfall. The resilience of our core business, along with our strong balance sheet and cash position, are a solid foundation for generating substantially higher levels of growth as we continue to make further headway with our HB4 strategy. By acquiring full ownership of Verdeca we are now in a position to capture significantly more of our core technology’s underlying economic value, ensuring that we maximize ROI as we further invest in ramping up our inventories and in accelerating our commercial efforts.”
Operational Metrics (Millions of hectares)
Table 2: Key Financial Metrics (Figures in millions of US dollars, unless otherwise noted)
Revenue by Segment
Seed and Integrated Products
Adjusted EBITDA Margin
Cash & Cash Equivalents
Net Debt to LTM EBITDA
1. Comparable excludes the impact of IAS29 as discussed in more detail on page 17.
For a full version of Bioceres Fiscal First Quarter 2021 Earnings Release, please visit: investors.biocerescrops.com/financials/results-center FISCAL FIRST QUARTER 2021 EARNINGS CONFERENCE CALL When: November 12, 2020
Time: 8:30 a.m. Eastern time
Mr. Federico Trucco, Chief Executive Officer
Mr. Enrique Lecube, Chief Financial Officer
Mr. Maximo Goya, Investor Relations Leader
Dial-in: (888) 869-118 (U.S. domestic); (706) 643-590 (International)
Conference ID: 6740967
About Bioceres Crop Solutions Corp.
Bioceres Crop Solutions Corp. (NYSE American: BIOX) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. To do this, Bioceres’ solutions create economic incentives for farmers and other stakeholders to adopt environmentally friendlier production practices. The Company has a unique biotech platform with high-impact, patented technologies for seeds and microbial ag-inputs, as well as next generation crop nutrition and protection solutions. Through its HB4® program, the Company is bringing digital solutions to support growers’ decisions and provide end-to-end traceability for production outputs. For more information, visit https://investors.biocerescrops.com
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include estimated financial information and, among others, statements related to the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses by governments, clients and the Company, on our business, financial condition, liquidity position and results of operations, and any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise, involve risks, assumptions and uncertainties. These forward-looking statements include, but are not limited to, whether (i) the health and safety measures implemented to safeguard employees and assure business continuity will be successful, (ii) the uncertainty related to COVID-19 in the farming community will be short lived, and (iii) we will be able to coordinate efforts to ramp up inventories. Such forward-looking statements are based on management’s reasonable current assumptions, expectations, plans and forecasts regarding the Company’s current or future results and future business and economic conditions more generally. Such forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results, levels of activity, performance or achievement of the Company to be materially different from any future results expressed or implied by such forward-looking statements, and there can be no assurance that actual results will not differ materially from management’s expectations or could affect the Company’s ability to achieve its strategic goals, including the uncertainties relating to the impact of COVID-19 on the Company’s business, operations, liquidity and financial results and the other factors that are described in the sections entitled “Risk Factors” in the Company's Securities and Exchange Commission filings updated from time to time. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. All forward-looking statements contained in this release are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are or were made, and the Company does not intend to update or otherwise revise the forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, except as required by law.
Maximo Goya, Investor Relations