Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or 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): ¨
The information in this Report
on Form 6-K (this “Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except (i) as shall be expressly set forth by specific reference in such a filing, and (ii)
for the information set forth under the heading “Transfer to Nasdaq Capital Market and Grant of Additional Compliance Period for
Minimum Bid Price Requirement,” which is incorporated by reference as set forth in the first paragraph of this Explanatory Note.
This Report on Form 6-K contains:
(i) the earnings release of Bioceres Crop Solutions Corp. (the “Company”) for the fiscal fourth quarter and fiscal year ended
June 30, 2026; and (ii) a disclosure regarding the Company’s transfer to The Nasdaq Capital Market and the grant of an additional
compliance period with respect to the minimum bid price requirement, as described below.
As previously disclosed, on
March 16, 2026, the Company received a notification from the staff of the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the requirement to maintain a minimum
closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The Company was provided an initial compliance
period of 180 calendar days, or until September 14, 2026, to regain compliance. The Company did not regain compliance during the initial
compliance period.
On September 15, 2026, the
Company received a letter from Nasdaq (the “September Letter”) informing the Company that the Staff has approved the Company’s
application to transfer its ordinary shares from The Nasdaq Global Market to The Nasdaq Capital Market (the “Capital Market”),
effective at the opening of business on September 18, 2026. The approval was based, in part, on the Company meeting the applicable market
value of publicly held shares requirement and all other applicable requirements for initial listing on the Capital Market (other than
the Minimum Bid Price Requirement), the Company’s written notice of its intention to cure the deficiency by effecting a reverse
stock split if necessary, and its agreement to the conditions outlined in the Nasdaq Listing Agreement.
The Staff informed the Company
that it has been granted an additional 180-calendar-day compliance period, or until March 15, 2027, to regain compliance with the Minimum
Bid Price Requirement. Compliance will be regained if the closing bid price of the Company’s ordinary shares is at least $1.00 per
share for a minimum of 10 consecutive business days during this period. If the Company chooses to implement a reverse stock split, it
must complete the split no later than 10 business days prior to March 15, 2027. If compliance is not demonstrated by March 15, 2027, Staff
will provide written notification that the Company's securities will be subject to delisting, at which time the Company may appeal to
a Hearings Panel.
The September Letter has no
immediate effect on the listing or trading of the Company's securities, which will continue to trade on the Capital Market under the symbol
“BIOX.” The Company intends to monitor the closing bid price of its listed security and will evaluate all available options
to regain compliance, including by effecting a reverse stock split, if necessary. There can be no assurance that the Company will be able
to regain compliance with the Minimum Bid Price Requirement or will otherwise remain in compliance with other Nasdaq listing requirements.
This communication contains forward-looking statements within the meaning
of applicable securities laws. These statements involve known and unknown risks and uncertainties that may cause actual results to differ
materially from those expressed or implied. Factors that could cause actual results to differ include, without limitation, the outcome
of ongoing litigation and legal proceedings, the Company’s ability to secure additional financing, macroeconomic and agricultural
market conditions in Argentina and other key markets, and the outcome of the Pro Farm foreclosure and transition process. The Company
undertakes no obligation to update forward-looking statements except as required by law.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
Bioceres Crop Solutions
Bioceres Crop Solutions
Reports
Fiscal Fourth Quarter
and Full-Year 2026
Financial and Operating
Results
Total revenues were $55.9 million
in 4Q26 and $238.3 million in FY26
ROSARIO, Argentina
– September 14, 2026 – Bioceres Crop Solutions Corp. (Bioceres) (NASDAQ: BIOX), a leader in the development and commercialization
of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change, announced
financial results for the fiscal fourth quarter ended June 30, 2026. 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
otherwise noted.
Presentation of Results
In
January 2026, the Company’s Pro Farm Group (PFG) business was subject to a foreclosure auction. For accounting purposes, PFG has
been classified as discontinued operations. The Company disputes the acceleration of the relevant notes and the foreclosure process,
which remain subject to ongoing legal proceedings. Accordingly, unless otherwise indicated, the financial results discussed below reflect
the Company’s continuing operations for all periods presented, and prior-year amounts have been recast to exclude the PFG business.
Financial & Business Highlights
| ● | Revenues
were $55.9 million in 4Q26, broadly stable year-over-year, as 36% growth in Crop Nutrition
offset lower Crop Protection revenues and the impact of the Seeds business reconfiguration.
FY26 revenues were $238.3 million, down 18%, with approximately half of the decline attributable
to the now substantially completed reconfiguration of the Seeds business and the associated
reduction in HB4-related activities. |
| | | |
| ● | Gross
profit was $12.7 million in 4Q26, compared to $13.6 million in 4Q25, including a $4.0
million non-recurring inventory adjustment arising from an updated assessment of inventory
obsolescence. The impact of this adjustment masked improved performance across several core
product categories during the quarter. For FY26, gross profit was $82.9 million, down 21%,
with improved performance in several core product categories offset by lower contribution
from inoculants and higher inventory obsolescence charges. |
| | | |
| ● | SG&A
expenses declined by $4.9 million in 4Q26, a 19% year over year reduction, and $22.5
million in FY26 — representing a 24% reduction versus the previous fiscal year. These
reductions reflect the cumulative impact of the cost actions implemented during the year. |
| | | |
| ● | Net
loss from continuing operations improved to $31.8 million in 4Q26 from $54.4 million
in 4Q25, while Adjusted EBITDA1 improved $10.1 million from negative $9.6 million
to positive $0.6 million, mainly supported by the materially lower operating expense base.
For FY26, net loss from continuing operations was $54.4 million compared to $49.1 million
in FY25, while Adjusted EBITDA was $25.5 million compared to $28.9 million |
1 Please refer to the “Use of non IFRS financial
information” section at this end of this document on our use of Adjusted EBITDA and its reconciliation to the most comparable IFRS
financial measure.
| 2 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
Management Review
Mr. Federico Trucco, Bioceres’
Chief Executive Officer, commented: “Fiscal 2026 was a challenging year for Bioceres, marked by the ongoing litigation with certain
of our creditors and the resulting business consequences, as we have discussed in our previous reports. Against that backdrop, our priorities
have been to focus the business on our core capabilities, reduce our cost structure and strengthen operating discipline. Fourth-quarter
results provide encouraging evidence of progress. Revenues from continuing operations were broadly stable year-over-year, with improved
performance across several of our core product categories. At the same time, the cost actions implemented throughout the year resulted
in a materially lower expense base, allowing us to return to positive Adjusted EBITDA.
“We have now substantially completed
the nearly two-year reconfiguration of our Seed business and concluded an external strategic assessment of our continuing operations.
That work has provided a clear roadmap for the next phase of the business, including rationalizing our portfolio and go-to market channels,
revisiting some of our commercial policies and strategic relationships and re-aligning our R&D&R investments with defined financial
objectives, while continuing to explore further efficiencies on the OPEX front.
“These actions are also beginning
to translate into improved portfolio profitability, although the benefits are not yet fully reflected in reported gross margin as we
work through the portfolio and commercial transitions described above. The performance of several of our core product categories gives
us confidence in the direction of these initiatives and their potential to support stronger and more consistent profitability.
“As we enter fiscal 2027, our
focus remains on improving the performance and cash generation of our continuing businesses, maintaining cost and working-capital discipline,
and actively addressing the Company’s capital structure and liquidity position. We believe the actions taken during fiscal 2026
have established a more focused operating base from which to move forward.”
Key Financial Metrics
Table 1: 4Q26 & FY26 Key Financial Metrics
| (In millions of U.S. dollars) | |
| 4Q25 | | |
| 4Q26 | | |
| %CHANGE | | |
| FY25 | | |
| FY26 | | |
| %CHANGE | |
| Revenue by Segment | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Crop Protection | |
| 29.8 | | |
| 27.7 | | |
| -7 | % | |
| 147.1 | | |
| 123.7 | | |
| -16 | % |
| Seed and Integrated Products | |
| 8.4 | | |
| 4.8 | | |
| -43 | % | |
| 63.9 | | |
| 37.7 | | |
| -41 | % |
| Crop Nutrition | |
| 17.3 | | |
| 23.5 | | |
| 36 | % | |
| 78.5 | | |
| 77.0 | | |
| -2 | % |
| Total Revenue | |
| 55.4 | | |
| 55.9 | | |
| 1 | % | |
| 289.4 | | |
| 238.3 | | |
| -18 | % |
| Gross Profit | |
| 13.6 | | |
| 12.7 | | |
| -6 | % | |
| 105.0 | | |
| 82.9 | | |
| -21 | % |
| Gross Margin | |
| 24.6 | % | |
| 22.8 | % | |
| -178 bps | | |
| 36.3 | % | |
| 34.8 | % | |
| -151 bps | |
| Operating Expenses | |
| 28.5 | | |
| 23.9 | | |
| 16 | % | |
| 103.2 | | |
| 82.3 | | |
| 20 | % |
| 3 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
| | |
| 4Q25 | | |
| 4Q26 | | |
| %CHANGE | | |
| FY25 | | |
| FY26 | | |
| | |
| GAAP Net income or loss | |
| (54.4 | ) | |
| (31.8 | ) | |
| 42 | % | |
| (49.1 | ) | |
| (54.4 | ) | |
| -11 | % |
| Adjusted EBITDA | |
| (9.6 | ) | |
| 0.6 | | |
| 106 | % | |
| 28.9 | | |
| 25.5 | | |
| -12 | % |
4Q26
& FY26 Summary:
Revenues
from continuing operations were $55.9 million in 4Q26, broadly unchanged from the prior-year quarter, as growth in Crop Nutrition offset
lower Crop Protection revenues and the impact of the Seeds business reconfiguration. Gross profit was $12.7 million compared to $13.6
million in 4Q25, as improved performance across several core product categories was offset by higher inventory obsolescence charges.
SG&A
expenses declined 19% in the quarter, reflecting reductions in both fixed and variable expenses following cost actions implemented throughout
the year. Net loss from continuing operations improved to $31.8 million from $54.4 million in 4Q25, while Adjusted EBITDA improved to
$0.6 million from negative $9.6 million.
For
FY26, revenues from continuing operations were $238.3 million, down 18%, with approximately half of the decline attributable to the reduction
in Seeds and HB4-related activities. Gross profit declined 21% to $82.9 million, with the largest decline in Crop Nutrition, reflecting
a lower contribution from the Syngenta agreement, partially offset by improved contribution from microbeaded fertilizers. SG&A expenses
declined 24% to $71.2 million, outpacing the reduction in revenues and reflecting the cost actions implemented during the year. Net loss
from continuing operations was $54.4 million compared to $49.1 million in FY25, while Adjusted EBITDA was $25.5 million compared to $28.9
million.
Fourth Quarter and Full-Year 2026
Financial Results
Revenues
Table 2: 4Q26 & FY26
Revenues by Segment
| (In millions of U.S. dollars) | |
| 4Q25 | | |
| 4Q26 | | |
| %CHANGE | | |
| FY25 | | |
| FY26 | | |
| %CHANGE | |
| Revenue by Segment | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Crop Protection | |
| 29.8 | | |
| 27.7 | | |
| -7 | % | |
| 147.1 | | |
| 123.7 | | |
| -16 | % |
| Seed and Integrated Products | |
| 8.4 | | |
| 4.8 | | |
| -43 | % | |
| 63.9 | | |
| 37.7 | | |
| -41 | % |
| Crop Nutrition | |
| 17.3 | | |
| 23.5 | | |
| 36 | % | |
| 78.5 | | |
| 77 | | |
| -2 | % |
| Total Revenue | |
| 55.4 | | |
| 55.9 | | |
| 1 | % | |
| 289.4 | | |
| 238.3 | | |
| -18 | % |
Revenues
were $55.9 million in 4Q26, broadly unchanged from the prior-year quarter, as strong growth in Crop Nutrition
offset lower Crop Protection revenues and the continued reduction in Seeds activities. Crop Nutrition revenues
increased 36%, led by strong growth in microbeaded fertilizers in Argentina. Within Seed and Integrated Products,
lower seed and HB4-related sales were partially offset by growth in seed treatment packs. Crop Protection revenues
declined 7%, reflecting lower adjuvant sales, particularly in Brazil, as well as lower sales of third-party
and other Crop Protection products in Argentina.
For FY26, revenues
declined 18% to $238.3 million. Approximately half of the decline reflected the continued reduction in Seeds and HB4-related activities,
consistent with the business model transition implemented during the year. Most of the remaining decline was concentrated in Crop Protection,
reflecting lower adjuvant sales in Argentina and Brazil, as well as lower sales of third-party and other Crop Protection products in
Argentina. Crop Nutrition revenues remained broadly stable for the year, as growth in microbeaded fertilizers, led by Argentina, largely
offset lower inoculant revenues.
| 4 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
Gross Profit & Margin
Table 3: 4Q26 & FY26 Gross Profit by Segment
| (In millions of U.S. dollars) | |
| 4Q25 | | |
| 4Q26 | | |
| %CHANGE | | |
| FY25 | | |
| FY26 | | |
| %CHANGE | |
| Gross Profit by Segment | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Crop Protection | |
| 7.8 | | |
| 5.4 | | |
| -31 | % | |
| 49.9 | | |
| 41.7 | | |
| -16 | % |
| Seed and Integrated Products | |
| 0.6 | | |
| 0.1 | | |
| -75 | % | |
| 19.1 | | |
| 17.4 | | |
| -9 | % |
| Crop Nutrition | |
| 5.3 | | |
| 7.2 | | |
| 37 | % | |
| 36.0 | | |
| 23.7 | | |
| -34 | % |
| Total Gross Profit | |
| 13.6 | | |
| 12.7 | | |
| -6 | % | |
| 105.0 | | |
| 82.9 | | |
| -21 | % |
| Gross Margin | |
| 24.6 | % | |
| 22.8 | % | |
| -178 bpts | | |
| 36.3 | % | |
| 34.8 | % | |
| -151 bpts | |
Gross profit
was $12.7 million in 4Q26, compared to $13.6 million in the prior-year quarter, with gross margin declining to 22.8% from 24.6%.
Reported profitability was affected by a non-recurring obsolescence adjustment recorded during the quarter, which offset improved performance
across several core product categories including adjuvants, fertilizers and seed treatment packs.
Crop Nutrition
gross profit increased 37%, led by strong performance in microbeaded fertilizers in Argentina, where higher revenues were accompanied
by improved margins. Crop Protection gross profit declined 31%, substantially more than the decline in revenues, primarily reflecting
lower profitability in third-party and other Crop Protection products. Within this segment, adjuvants improved their gross profit and
margin year-over-year. In Seed and Integrated Products, the continued reduction in seed and HB4-related activities weighed on reported
gross profit, while seed treatment packs delivered higher gross profit year over year.
For FY26, gross
profit declined 21% to $82.9 million, compared to an 18% decline in revenues, with gross margin decreasing to 34.8% from 36.3% in FY25.
Lower Crop Protection gross profit broadly reflected the decline in revenues, while the largest reduction was in Crop Nutrition, where
lower inoculant profitability, including a lower contribution from the Syngenta agreement, was partially offset by improved contribution
from microbeaded fertilizers. Reported gross profit was also affected by a non-recurring obsolescence adjustment across several product
categories. In Seed and Integrated Products, gross profit declined only modestly despite the significant reduction in revenues, reflecting
the continued shift away from lower-margin seed and HB4-related activities and a higher contribution from seed treatment packs.
Operating
Expenses
Selling, General
and Administrative Expenses declined 19% to $20.7 million in 4Q26, compared to $25.6 million in the prior-year quarter, reflecting
the cost reduction initiatives implemented throughout the year to align the Company’s expense base with the scope of its continuing
operations. Variable expenses declined 41% and also decreased as a percentage of revenues, while fixed expenses declined 14%, reflecting
reductions in the underlying cost base in addition to lower activity-related expenses. These actions helped improve adjusted EBITDA by
$10.1 million, from negative $9.6 million to $0.6 million during the quarter. For FY26, SG&A expenses declined 24% to $71.2 million,
outpacing the 18% reduction in revenues. Variable expenses declined 38% and fixed expenses declined 19%, with both decreasing as a percentage
of revenues, reflecting the cumulative impact of the cost actions implemented during the year.
| 5 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
D&A and share-based
incentives expenses included in SG&A totaled $1.9 million in 4Q26, unchanged from the prior year and $5.3 million in FY26 compared
to $9.0 million in FY25.
Research and
Development expenses increased 9% to $3.2 million in 4Q26, compared to $2.9 million in the prior-year quarter. For FY26, R&D
expenses increased 27% to $11.1 million, primarily reflecting higher professional and outsourced services and materials, partially offset
by lower personnel expenses.
D&A expenses
included in R&D were $1.7 million in 4Q26, compared to $2.2 million in 4Q25. For FY26, D&A expenses and share-based incentives
included in R&D were $5.5 million, compared to $5.0 million in FY25.
GAAP
Net Income & Adjusted EBITDA
Net loss from
continuing operations was $31.8 million in 4Q26, compared to $54.4 million in the prior-year quarter. The improvement reflected lower
financial expenses and a lower operating expense base, as the cost reduction initiatives implemented during the year more than offset
the modest decline in gross profit.
For FY26, net loss
from continuing operations was $54.4 million, compared to $49.1 million in FY25. The year-over-year change primarily reflected lower
operating profit, partially offset by lower financial expenses.
Adjusted EBITDA
improved by $10.1 million year over year, reaching $0.6 million in 4Q26, compared to a loss of $9.6 million in 4Q25. The improvement
primarily reflected the cumulative impact of the cost reduction initiatives implemented throughout the year, which materially lowered
the operating expense base and more than offset the decline in reported gross profit.
For FY26, Adjusted
EBITDA was $25.5 million, compared to $28.9 million in FY25. The year-over-year decline was less pronounced than the 18% reduction in
revenues, as the impact of lower gross profit was substantially mitigated by the reduction in operating expenses resulting from the cost
actions implemented across the continuing business.
Financial
Income and Loss
Table 4: 4Q26
& FY26 Net Financial Result
| (In millions of U.S. dollars) | |
| 4Q25 | | |
| 4Q26 | | |
| %CHANGE | | |
| FY25 | | |
| FY26 | | |
| %CHANGE | |
| Interest expenses | |
| (5.8 | ) | |
| (12.3 | ) | |
| (113 | %) | |
| (21.9 | ) | |
| (33.5 | ) | |
| (53 | %) |
| Financial commissions | |
| (1.0 | ) | |
| (1.7 | ) | |
| (68 | %) | |
| (3.2 | ) | |
| (4.5 | ) | |
| (42 | %) |
| Changes in fair value, FX and other financial results | |
| (23.8 | ) | |
| (6.3 | ) | |
| 73 | % | |
| (28.0 | ) | |
| (12.9 | ) | |
| 54 | % |
| Total Financial Result | |
| (30.6 | ) | |
| (20.3 | ) | |
| 33 | % | |
| (53.1 | ) | |
| (50.9 | ) | |
| 4 | % |
Total financial
results were negative $20.3 million in 4Q26, compared to negative $30.6 million in the prior-year quarter. The year-over-year improvement
was primarily attributable to financial results associated with the Secured Notes, which improved by $10.2 million compared to 4Q25 when
financial results reflected the impact of the amendment to the Notes. The remaining improvement reflected a lower negative impact from
changes in fair value, foreign exchange differences and other financial results, partially offset by higher financial commissions.
| 6 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
For FY26, total
financial results were negative $50.9 million, compared to negative $53.1 million in FY25. Financial expenses associated with the Secured
Notes improved by $2.2 million year over year, while lower negative fair value, foreign exchange and other financial results were partially
offset by higher net interest expenses and financial commissions.
Table 5: Capitalization
and Debt
| (In millions of U.S. dollars) | |
As of June 30 | |
| | |
2025 | | |
2026 | |
| Total Debt | |
| | | |
| | |
| Secured Notes | |
| 102.3 | | |
| 118.6 | |
| Short- Term Borrowings | |
| 119.7 | | |
| 47.3 | |
| Long-Term Borrowings | |
| 38.2 | | |
| 60.0 | |
| Cash and Cash Equivalents | |
| (32.7 | ) | |
| (11.2 | ) |
| Other short-term investments | |
| (2.0 | ) | |
| (1.0 | ) |
| Debt net of cash, cash equivalents and other short-term investments | |
| 225.5 | | |
| 213.6 | |
Total Financial
Debt stood at $225.9 million on June 30, 2026, broadly stable compared to the preceding quarter. Cash, Cash Equivalents and Other Short-term
Investments totaled $12.2 million, resulting in net financial debt of $213.6 million, compared to $225.5 million at June 30, 2025 and
$212.9 million at March 31, 2026.
As previously discussed,
following the acceleration notices associated with the noteholders dispute, substantially all of the related notes — $118.6 million
— remain classified as short-term debt. The outstanding balance, which remains subject to dispute, does not reflect any reduction
associated with the $15 million consideration in the PFG foreclosure. For accounting purposes, the January 2026 foreclosure auction involving
the Pro Farm Group resulted in the derecognition of the PFG business and the recognition of a significant non-cash accounting loss during
FY26. The Company continues to dispute the acceleration of the notes and the foreclosure process, which remain subject to ongoing legal
proceedings. During FY26, the Company also pursued liability management initiatives across the rest of the organization, including the
reprofiling of bank debt obligations at Rizobacter and a voluntary maturity extension process for local bond obligations in Argentina.
| 7 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
Fiscal Fourth
Quarter and Fiscal Year 2026 Earnings Conference Call
Management will host a conference call
and question-and-answer session, which will be accompanied by a presentation available during the webcast or accessed via the investor
relations section of the company’s website.
To access the call, please use the following
information:
 |
Date: Tuesday, September 15, 2026 |
|
Please dial in 5-10 minutes prior to the start
time to register and join. The conference call will be broadcast live and available via the investor relations section of the company’s
website here.
|
 |
Time: 8:30 a.m. EDT, 5:30 a.m. PDT |
|
 |
US Toll Free dial-in number: 1-833-461-5787 |
|
 |
International
dial-in numbers: Click here |
|
 |
Meeting ID: 858 577 061 |
|
 |
Webcast:
Click here |
|
About
Bioceres Crop Solutions Corp.
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) is a leader in the development and commercialization
of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change. To do this,
Bioceres’ 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. For more information, visit here.
Contact
Bioceres Crop Solutions
|
Paula
Savanti
Head of Investor Relations
investorrelations@biocerescrops.com |
Forward-Looking
Statements
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 data, and any such forward-looking statements involve risks, assumptions and uncertainties. These forward-looking statements
include, but are not limited to, statements regarding the Company’s expected operating performance and cash generation, cost and
working-capital initiatives, ability to address its capital structure and liquidity needs, refinancing and liability-management activities,
the outcome of pending litigation and disputes, and the future performance of its continuing businesses. 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 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.
| 8 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
Use
of non-IFRS financial information
The
company supplements the use of IFRS financial measures with non-IFRS financial measures. The non-IFRS measures should not be considered
in isolation or as a substitute for measures of performance prepared in accordance with IFRS and may be different from non-IFRS measures
used by other companies. In addition, the non-IFRS measures are not based on any comprehensive set of accounting rules or principles.
Non-IFRS measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined
in accordance with IFRS.
These
non-IFRS financial measures should only be used to evaluate the company’s results of operations in conjunction with the most comparable
IFRS financial measures. In addition, other companies may report similarly titled measures, but calculate them differently, which reduces
their usefulness as a comparative measure. Management utilizes these non-IFRS metrics as performance measures in evaluating and making
operational decisions regarding our business.
Adjusted EBITDA
The
company defines adjusted EBITDA as net income/(loss) exclusive of financial income/(costs), income tax benefit/(expense), depreciation,
amortization, share-based compensation, and one-time transactional expenses.
Management
believes that adjusted EBITDA provides useful supplemental information to investors about the company and its results. Adjusted EBITDA
is among the measures used by the management team to evaluate the company’s financial and operating performance and make day-to-day
financial and operating decisions. In addition, adjusted EBITDA and similarly titled measures are frequently used by competitors, rating
agencies, securities analysts, investors and other parties to evaluate companies in the same industry. Management also believes that
adjusted EBITDA is helpful to investors because it provides additional information about trends in the company’s core operating
performance prior to considering the impact of capital structure, depreciation, amortization and taxation on results. Adjusted EBITDA
should not be considered in isolation or as a substitute for other measures of financial performance reported in accordance with IFRS.
Adjusted EBITDA has limitations as an analytical tool, including:
· Adjusted
EBITDA does not reflect changes in, including cash requirements for working capital needs or contractual commitments.
· Adjusted
EBITDA does not reflect financial expenses, or the cash requirements to service interest or principal payments on indebtedness, or interest
income or other financial income.
· Adjusted
EBITDA does not reflect income tax expense or the cash requirements to pay income taxes.
| 9 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
· Although
depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will need to be replaced in the future,
and adjusted EBITDA does not reflect any cash requirements for these replacements.
· Although
share-based compensation is a non-cash charge, adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation;
and
· Other companies
may calculate adjusted EBITDA and similarly titled measures differently, limiting its usefulness as a comparative measure.
The
company compensates for the inherent limitations associated with using adjusted EBITDA through disclosure of these limitations, presentation
in the combined financial statements in accordance with IFRS and reconciliation of adjusted EBITDA to the most directly comparable IFRS
measure, income/(loss) for the period or year.
Table 6:
4Q26 & FY26 Adjusted
EBITDA Reconciliation from Profit/(Loss) for the period
| (In millions of U.S. dollars) | |
| 4Q25 | | |
| 4Q26 | | |
| FY25 | | |
| FY26 | |
| Profit/(loss) for the period | |
| (54.4 | ) | |
| (31.8 | ) | |
| (49.1 | ) | |
| (54.4 | ) |
| Income tax | |
| 6.5 | | |
| 1.8 | | |
| 2.6 | | |
| 3.4 | |
| Financial results | |
| 30.6 | | |
| 20.3 | | |
| 53.1 | | |
| 50.9 | |
| Depreciations & amortizations | |
| 4.8 | | |
| 5.4 | | |
| 15.2 | | |
| 15.8 | |
| Stock-based compensation charges | |
| 0.6 | | |
| 0.1 | | |
| 3.7 | | |
| 0.2 | |
| Transaction expenses | |
| 2.5 | | |
| 4.6 | | |
| 3.4 | | |
| 9.7 | |
| Adjusted EBITDA1 | |
| (9.6 | ) | |
| 0.6 | | |
| 28.9 | | |
| 25.5 | |
| 10 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
Unaudited Consolidated Statement
of Comprehensive Income
(Figures in million of U.S. dollars)
| | |
Fiscal Year ended 06/30/2026 | | |
Fiscal Year ended 06/30/2025 | | |
Three-month period ended 06/30/2026 | | |
Three-month period ended 06/30/2025 | |
| Revenues from contracts with customers | |
| 237.8 | | |
| 287.7 | | |
| 57.0 | | |
| 55.2 | |
| Initial recognition and changes in the fair value of biological assets at the point of harvest | |
| 0.4 | | |
| 1.8 | | |
| (1.0 | ) | |
| 0.2 | |
| Cost of sales | |
| (155.4 | ) | |
| (184.4 | ) | |
| (43.2 | ) | |
| (41.8 | ) |
| Gross profit | |
| 82.9 | | |
| 105.0 | | |
| 12.7 | | |
| 13.6 | |
| % Gross profit | |
| 35 | % | |
| 36 | % | |
| 23 | % | |
| 25 | % |
| Operating expenses | |
| (82.3 | ) | |
| (103.2 | ) | |
| (23.9 | ) | |
| (28.5 | ) |
| Share of profit of JV | |
| 0.2 | | |
| (1.1 | ) | |
| (0.4 | ) | |
| 0.0 | |
| Change in net realizable value of agricultural products | |
| (0.3 | ) | |
| (1.5 | ) | |
| (0.0 | ) | |
| (1.1 | ) |
| Other income or expenses, net | |
| (0.7 | ) | |
| 7.4 | | |
| 2.0 | | |
| (1.4 | ) |
| Operating (loss) / profit | |
| (0.2 | ) | |
| 6.6 | | |
| (9.6 | ) | |
| (17.4 | ) |
| Financial result | |
| (50.9 | ) | |
| (53.1 | ) | |
| (20.3 | ) | |
| (30.6 | ) |
| Loss before income tax | |
| (51.0 | ) | |
| (46.5 | ) | |
| (30.0 | ) | |
| (47.9 | ) |
| Income tax | |
| (3.4 | ) | |
| (2.6 | ) | |
| (1.8 | ) | |
| (6.5 | ) |
| Net loss | |
| (54.4 | ) | |
| (49.1 | ) | |
| (31.8 | ) | |
| (54.4 | ) |
| (Loss)/Income from discontinued operations | |
| (179.4 | ) | |
| (9.7 | ) | |
| 1.3 | | |
| 2.7 | |
| Other comprehensive income / (loss) | |
| 2.5 | | |
| (0.7 | ) | |
| 2.8 | | |
| (0.0 | ) |
| Total comprehensive income/(loss) | |
| (231.4 | ) | |
| (59.6 | ) | |
| (27.7 | ) | |
| (51.7 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss from continuing operations attributable to | |
| | | |
| | | |
| | | |
| | |
| Equity holders of the parent | |
| (46.9 | ) | |
| (46.2 | ) | |
| (24.5 | ) | |
| (50.5 | ) |
| Non-controlling interests | |
| (3.5 | ) | |
| (3.6 | ) | |
| (3.0 | ) | |
| (3.9 | ) |
| | |
| (50.4 | ) | |
| (49.9 | ) | |
| (27.5 | ) | |
| (54.4 | ) |
| Weighted average number of shares | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 63.6 | | |
| 63.2 | | |
| 63.6 | | |
| 63.2 | |
| Diluted | |
| 63.6 | | |
| 63.2 | | |
| 63.6 | | |
| 63.2 | |
| 11 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |
Bioceres Crop Solutions
Unaudited Consolidated Statement
of Financial Position
(Figures in million of U.S. dollars)
| ASSETS | |
30/06/2026 | | |
30/06/2025 | |
| CURRENT ASSETS | |
| | |
| |
| Cash and cash equivalents | |
| 11.2 | | |
| 32.7 | |
| Other financial assets | |
| 1.0 | | |
| 2.0 | |
| Trade receivables | |
| 98.2 | | |
| 165.9 | |
| Other receivables | |
| 12.1 | | |
| 15.9 | |
| Recoverable income tax | |
| 1.4 | | |
| 1.9 | |
| Inventories | |
| 46.1 | | |
| 87.6 | |
| Biological assets | |
| 0.6 | | |
| 2.4 | |
| Assets subject to foreclosure | |
| 44.4 | | |
| - | |
| Total current assets | |
| 215.2 | | |
| 308.3 | |
| NON-CURRENT ASSETS | |
| | | |
| | |
| Other financial assets | |
| 0.0 | | |
| 0.0 | |
| Trade receivables | |
| 0.7 | | |
| 2.5 | |
| Other receivables | |
| 24.5 | | |
| 23.7 | |
| Recoverable income tax | |
| 0.0 | | |
| 0.0 | |
| Deferred tax assets | |
| 0.3 | | |
| 4.9 | |
| Investments in joint ventures and associates | |
| 40.8 | | |
| 39.4 | |
| Investment properties | |
| - | | |
| 0.6 | |
| Property, plant and equipment | |
| 60.7 | | |
| 74.6 | |
| Intangible assets | |
| 82.2 | | |
| 181.2 | |
| Goodwill | |
| 36.1 | | |
| 112.2 | |
| Right of use asset | |
| 11.0 | | |
| 16.4 | |
| Total non-current assets | |
| 256.1 | | |
| 455.3 | |
| Total assets | |
| 471.3 | | |
| 763.6 | |
| LIABILITIES | |
| 30/06/2026 | | |
| 30/06/2025 | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Trade and other payables | |
| 57.6 | | |
| 96.4 | |
| Borrowings | |
| 47.3 | | |
| 119.7 | |
| Employee benefits and social security | |
| 4.8 | | |
| 6.2 | |
| Deferred revenue and advances from customers | |
| 2.1 | | |
| 4.3 | |
| Income tax payable | |
| 4.9 | | |
| 0.5 | |
| Consideration for acquisition | |
| 0.0 | | |
| 1.8 | |
| Secured notes | |
| 118.6 | | |
| 102.3 | |
| Lease liabilities | |
| 2.1 | | |
| 6.9 | |
| Liabilities subject to foreclosure | |
| 29.4 | | |
| - | |
| Total current liabilities | |
| 267.0 | | |
| 338.0 | |
| NON-CURRENT LIABILITIES | |
| | | |
| | |
| Trade and other payables | |
| 42.0 | | |
| 48.5 | |
| Borrowings | |
| 60.0 | | |
| 38.2 | |
| Deferred revenue and advances from customers | |
| 1.4 | | |
| 1.4 | |
| Joint ventures and associates | |
| 1.1 | | |
| 1.0 | |
| Deferred tax liabilities | |
| 20.3 | | |
| 30.1 | |
| Provisions | |
| 6.2 | | |
| 1.3 | |
| Consideration for acquisition | |
| 0.4 | | |
| 0.4 | |
| Secured notes | |
| - | | |
| - | |
| Lease liabilities | |
| 8.8 | | |
| 9.5 | |
| Total non-current liabilities | |
| 140.2 | | |
| 130.4 | |
| Total liabilities | |
| 407.2 | | |
| 468.4 | |
| EQUITY | |
| | | |
| | |
| Equity attributable to owners of the parent | |
| 39.1 | | |
| 265.4 | |
| Non-controlling interest | |
| 25.0 | | |
| 29.8 | |
| Total equity | |
| 64.1 | | |
| 295.2 | |
| Total equity and liabilities | |
| 471.3 | | |
| 763.6 | |
| 12 | BIOCERES CROP SOLUTIONS | FOURTH QUARTER 2026 |  |