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SEC Comment Letter 0000000000-24-002818 to Bioceres Crop Solutions Corp. (BIOX) (CIK 0001769484) (BIOX)

Bioceres Crop Solutions Corp. (BIOX) (CIK 0001769484)
Date: March 14, 2024 · CIK: 0001769484 · Accession: 0000000000-24-002818

AI Filing Summary & Sentiment

File numbers found in text: 001-38836

Referenced dates: March 1, 2024

Date
March 14, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Bioceres Crop Solutions Corp. (BIOX) (CIK 0001769484)

Letter

United States securities and exchange commission logo March 14, 2024 Enrique López Lecube Chief Financial Officer Bioceres Crop Solutions Corp. Ocampo 210 bis, Predio CCT, Rosario Province of Santa Fe, Argentina Re:Bioceres Crop Solutions Corp. Form 20-F for Fiscal Year Ended June 30, 2023 Response Letter Dated March 1, 2024 File No. 001-38836 Dear Enrique López Lecube: We have reviewed your March 1, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 1, 2024 letter. Form 20-F for Fiscal Year Ended June 30, 2023 Item 5. Operating and Financial Review and Prospects B. Liquidity and Capital Resources, page 77 1.We note your response to comment 3. We note your statement that the limitations on your Argentine subsidiaries ability to make payments on foreign indebtedness discussed are not total restrictions. Please provide a robust discussion of how the Argentine subsidiaries are able to meet their foreign debt obligations in light of the discussed limitations, the amount of foreign debt, and the amount of cash and cash equivalents either disaggregated by geography or by currency denomination or provide us with a detailed explanation as to why this additional information is not useful to investors. Refer to Item 303(b)(1)(i) of Regulation S-K and Section 501.13 of the Financial Reporting Codification (i.e., Release 33-8350, Section IV) for guidance.

FirstName LastNameEnrique López Lecube Comapany NameBioceres Crop Solutions Corp. March 14, 2024 Page 2 FirstName LastNameEnrique López Lecube Bioceres Crop Solutions Corp. March 14, 2024 Page 2 2. Accounting Standards and Basis of Preparation Functional currency and presentation currency, page F-14 2.We note your response to comment 6, including the draft disclosures you intend to provide in your fiscal year 2024 Form 20-F. Please expand your draft disclosures to provide a more comprehensive, company specific explanation of the facts and circumstances, including the time period these facts and circumstances occurred, that led management to re-evaluate the Argentine entities’ functional currency. Refer to IAS 21.54 for guidance. 4. Summary of Significant Accounting Policies 4.18 Revenue Recognition, page F-30 3.As previously requested in comment 7, please disclose the significant payment terms in accordance with IFRS 15.117 and IFRS 15.119(b). In this regard, stating that invoices are issued with the usual payment terms for each geographical region does not provide investors with an understanding of the timing of cash flows arising from contracts with customers, as required by IFRS 15.110. In this regard, we note that as of December 31, 2023, the trade receivables balance of $199.7 million exceeds the $140.3 million of revenues recognized during the second quarter of fiscal year 2024. 6. Acquisitions and Other Significant Transactions Syngenta Seedcare Agreement, page F-34 4.We note your response to comment 8. Please provide us with your analysis of the facts and circumstances that supports your conclusion that the license for intellectual property rights is distinct from the other promised goods and services. In this regard, we note your statement that the manufacturing and sale of products and the R&D services are dependent on the license. Refer to IFRS 15.B52 through B56. To the extent that the facts and circumstances do not support a conclusion that the license is distinct, provide us with your analysis regarding whether the license is the predominant item to which the royalties relate. Refer to IFRS 15.B63A. 5.Please provide us with the disclosures you intend to provide for the life of this agreement detailing the material terms, including your obligations under the agreements, your accounting for the agreements, the critical accounting estimates, and the impact to your consolidated financial statements for the periods presented. 9. Taxation, page F-58 6.We note your response to comment 9 and that you intend to disclose that the beginning amount for the effective tax rate reconciliation is based on the weighted average tax rate applicable to profits. Please expand your intended disclosures to provide the calculation of this amount. In this regard, the rates applied to earnings before income tax subtotal varies significantly for each period presented and is not clearly linked to any of the

FirstName LastNameEnrique López Lecube Comapany NameBioceres Crop Solutions Corp. March 14, 2024 Page 3 FirstName LastName Enrique López Lecube Bioceres Crop Solutions Corp. March 14, 2024 Page 3 statutory tax rates disclosed for the countries in which you are generating profits or loss. Please provide us with those calculations you intend to provide supporting the disclosed tax at the applicable tax rate in accordance with IAS 12.81(c). Please confirm that you will also provide a comprehensive explanation in MD&A for the material factors impacting the amount of income tax benefit (expense) recognized for each period presented including quantification of those factors. Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services

Show Raw Text
United States securities and exchange commission logo
March 14, 2024
Enrique López Lecube
Chief Financial Officer
Bioceres Crop Solutions Corp.
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
Re:Bioceres Crop Solutions Corp.
Form 20-F for Fiscal Year Ended June 30, 2023
Response Letter Dated March 1, 2024
File No. 001-38836
Dear Enrique López Lecube:
            We have reviewed your March 1, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our February 1, 2024
letter.
Form 20-F for Fiscal Year Ended June 30, 2023
Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital Resources, page 77
1.We note your response to comment 3.  We note your statement that the limitations on your
Argentine subsidiaries ability to make payments on foreign indebtedness discussed are not
total restrictions.  Please provide a robust discussion of how the Argentine subsidiaries are
able to meet their foreign debt obligations in light of the discussed limitations, the amount
of foreign debt, and the amount of cash and cash equivalents either disaggregated by
geography or by currency denomination or provide us with a detailed explanation as to
why this additional information is not useful to investors.  Refer to Item 303(b)(1)(i) of
Regulation S-K and Section 501.13 of the Financial Reporting Codification (i.e., Release
33-8350, Section IV) for guidance.

 FirstName LastNameEnrique López Lecube
 Comapany NameBioceres Crop Solutions Corp.
 March 14, 2024 Page 2
 FirstName LastNameEnrique López Lecube
Bioceres Crop Solutions Corp.
March 14, 2024
Page 2
2. Accounting Standards and Basis of Preparation
Functional currency and presentation currency, page F-14
2.We note your response to comment 6, including the draft disclosures you intend to
provide in your fiscal year 2024 Form 20-F.  Please expand your draft disclosures to
provide a more comprehensive, company specific explanation of the facts and
circumstances, including the time period these facts and circumstances occurred, that led
management to re-evaluate the Argentine entities’ functional currency.  Refer to IAS
21.54 for guidance.
4. Summary of Significant Accounting Policies
4.18 Revenue Recognition, page F-30
3.As previously requested in comment 7, please disclose the significant payment terms in
accordance with IFRS 15.117 and IFRS 15.119(b).  In this regard, stating that invoices are
issued with the usual payment terms for each geographical region does not provide
investors with an understanding of the timing of cash flows arising from contracts with
customers, as required by IFRS 15.110.  In this regard, we note that as of December 31,
2023, the trade receivables balance of $199.7 million exceeds the $140.3 million of
revenues recognized during the second quarter of fiscal year 2024.
6. Acquisitions and Other Significant Transactions
Syngenta Seedcare Agreement, page F-34
4.We note your response to comment 8.  Please provide us with your analysis of the facts
and circumstances that supports your conclusion that the license for intellectual property
rights is distinct from the other promised goods and services.  In this regard, we note your
statement that the manufacturing and sale of products and the R&D services are dependent
on the license.  Refer to IFRS 15.B52 through B56.  To the extent that the facts and
circumstances do not support a conclusion that the license is distinct, provide us with your
analysis regarding whether the license is the predominant item to which the royalties
relate.  Refer to IFRS 15.B63A.
5.Please provide us with the disclosures you intend to provide for the life of this agreement
detailing the material terms, including your obligations under the agreements, your
accounting for the agreements, the critical accounting estimates, and the impact to your
consolidated financial statements for the periods presented.
9. Taxation, page F-58
6.We note your response to comment 9 and that you intend to disclose that the beginning
amount for the effective tax rate reconciliation is based on the weighted average tax rate
applicable to profits.  Please expand your intended disclosures to provide the calculation
of this amount.  In this regard, the rates applied to earnings before income tax subtotal
varies significantly for each period presented and is not clearly linked to any of the

 FirstName LastNameEnrique López Lecube
 Comapany NameBioceres Crop Solutions Corp.
 March 14, 2024 Page 3
 FirstName LastName
Enrique López Lecube
Bioceres Crop Solutions Corp.
March 14, 2024
Page 3
statutory tax rates disclosed for the countries in which you are generating profits or loss.
Please provide us with those calculations you intend to provide supporting the disclosed
tax at the applicable tax rate in accordance with IAS 12.81(c).  Please confirm that you
will also provide a comprehensive explanation in MD&A for the material factors
impacting the amount of income tax benefit (expense) recognized for each period
presented including quantification of those factors.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services