Bioceres Crop Solutions Corp.

Basis: FY2022–FY2025 as originally reported (FY22 excludes Pro Farm, which closed in July 2022; FY23–FY25 include Pro Farm). FY2026 is continuing operations only. Sources: 4Q/FY23, 4Q/FY24, 4Q/FY25, 4Q/FY26 earnings releases (6-K).

Margins and growth (analyst calc.)

FY2026 revenue growth on a like-for-like continuing basis (FY25 recast 289.4) is -17.7%; the -28.9% above mixes bases. Revenue CAGR: FY22–FY24 +17.8%; FY22–FY26 -8.1% (mixed basis; analyst calc.).

Commentary. The P&L tells a three-act story. Act one (FY22–FY24): rapid growth from the Marrone merger, HB4 wheat ramp and the Syngenta upfront payments. Note how much of the FY23 margin peak was non-recurring: the Syngenta compensatory payment (USD 32.9 million in FY23, 100% gross margin) alone represents roughly 18% of FY23 gross profit; stripping it out would leave FY23 gross margin near 39.5%. Act two (FY25): a demand shock in Argentina as distributors, who had pre-bought inputs ahead of the late-2023 peso devaluation, destocked and moved to just-in-time purchasing; micro-beaded fertilizer pricing came under pressure; the HB4 business model change removed upfront seed revenue; and receivable impairments (notably Bolivia and HB4) hit SG&A. Operating profit swung to a loss and financial costs rose to USD 50.1 million after the June 2025 note amendment increased principal and coupons. Act three (FY26): cost reduction (SG&A down 24% to USD 71.2 million) offset a further 18% revenue decline, but financial expenses (USD 50.9 million, of which interest 33.5) consumed twice Adjusted EBITDA, and the PFG foreclosure produced a USD 179.4 million discontinued-operations loss. 4Q26 Adjusted EBITDA turned slightly positive (USD 0.6 million vs -9.6 million), the first tangible evidence of a lower break-even.

Quarterly profile, FY2026 continuing operations: notes and sources

Notes: 1Q26 was reported before the PFG reclassification (total company basis). 2Q26 revenue is derived as FY26 total less the other three quarters (analyst calc.) and mixes bases; 3Q26 net loss per Bloomberg Línea. Treat the quarterly row as indicative only.

Balance sheet

Notes: FY2022–FY2024 balance sheets per the respective year's release; FY2023 later restated to total assets 818.1 and total equity 330.5 in the FY24 release. FY2025 balance sheet per the FY26 release comparative (not restated for PFG). FY2025 total debt: 255.5 (FY25 release) vs 260.2 (FY2025 20-F "total indebtedness"); the FY26 release's capitalization table shows FY25 components summing to 260.2. FY2025 net debt: 220.8 (FY25 release) vs 225.5 (FY26 release). The FY2026 secured notes balance of 118.6 does not reflect any reduction for the USD 15 million credit bid and remains disputed.

Commentary. The balance sheet absorbed two shocks. First, the July 2022 Marrone merger roughly doubled goodwill and intangibles (from 112.8 to 284.0) and was financed partly by the August 2022 secured notes. Second, the FY26 foreclosure removed USD 194 million of PFG net assets against a USD 15 million credit bid, collapsing goodwill back to 36.1 and intangibles to 82.2, and reducing parent equity from 265.4 to 39.1. Working capital has been released aggressively (inventories down 63% and receivables down 54% between FY24 and FY26), which funded operations but leaves less buffer for the upcoming selling season. The structural problem is visible in the working-capital line: current liabilities have exceeded current assets since FY25 because the accelerated notes sit in current liabilities.

Cash flow: notes and sources

Notes: Capex is not separately disclosed in the releases reviewed; investing cash flow is used as a proxy. The FY26 release does not include a cash-flow statement; one secondary source cites a recast FY25 continuing operating cash flow of USD 49.9 million. Management stated in September 2025 that incremental capex plus R&D would be cut from nearly 6% of sales to 2.5–3% in FY26–FY27. The FY2025 20-F risk factors reference a share-repurchase programme funded from cash; amounts repurchased: n/d. Cash fell by USD 21.5 million during FY26 to USD 11.2 million.

Ratios (analyst calc. unless stated)

Notes: FY2026 ROE/ROA use total net loss including discontinued operations; on continuing net loss FY26 ROE is about -30%. FY22 and FY23 net debt/EBITDA are the company's own figures. DPO uses "trade and other payables", which includes non-trade items and overstates true supplier days. FY26 metrics mix continuing-operations P&L with a balance sheet that still carries PFG-related items classified as held for foreclosure.

Ratio commentary. Leverage is the defining fact. Net debt/EBITDA rose from about 2.3x at the FY23 peak to above 8x, and Adjusted EBITDA no longer covers interest expense (0.8x in FY26). Returns on capital were never high even in the boom years (ROIC in mid-single digits), which suggests that the Marrone acquisition and HB4 build-out consumed capital without earning its cost. Long cash-conversion cycles (more than 100 days throughout) are structural to Argentine agri-input distribution, where suppliers finance dealers and farmers through the season; this financing role is precisely what becomes dangerous when the supplier itself is credit-constrained.

Management guidance

No numerical FY27 guidance. Stated priorities: improve performance and cash generation of continuing businesses; maintain cost and working-capital discipline; actively address capital structure and liquidity; execute the strategic-assessment roadmap (portfolio and channel rationalization, commercial-policy revisions, R&D realignment); exit or monetize non-core assets.

Consensus expectations

Not reliably available. Pre-results consensus for 4Q26 (USD 79 million revenue; EPS -0.06) was materially above actual results, indicating stale models. Treat any published consensus as low-confidence.

Bull case

1. The operating franchise is worth more than the equity implies. Continuing operations produced USD 82.9 million gross profit and positive 4Q26 Adjusted EBITDA after a 24% SG&A reduction; normalized Argentine demand plus a lower cost base could plausibly support Adjusted EBITDA well above FY26's USD 25.5 million, making an approx. USD 25 million equity value look cheap if the capital structure is resolved.

2. Local liquidity is improving. Rizobacter extended approx. USD 42.7 million of ONs to 2029 with more than 86% acceptance and is reprofiling bank debt, reducing near-term maturity walls outside the disputed notes.

3. HB4 optionality is free. With seed reconfiguration complete, HB4 is now a capital-light royalty stream with partners (GDM, CWRF) carrying commercialization cost; any acceleration of U.S. or Brazilian adoption is pure upside.

Bear case

1. The judgment exceeds the equity value several times over. A damages award above USD 108 million plus contractual interest against BIOX and guarantors, with cash of USD 11.2 million, makes a debt-for-equity outcome, further asset enforcement, or an insolvency process highly plausible; equity recoveries in such outcomes are typically minimal.

2. Earnings cannot service the debt. FY26 interest expense (USD 33.5 million) exceeded Adjusted EBITDA; net debt/EBITDA of about 8.4x leaves no room for error in another weak Argentine season.

3. Control and IP fragility. The HB4 licence is terminable following the June 2025 change of control at Bioceres Group Limited, now within a structure whose principal is in open conflict with the CEO, and the former parent is bankrupt.

Catalysts and monitorables (next 12 months)

• Appeal decisions or settlement/forbearance with noteholders; any agreement crediting the USD 15 million bid or resolving PFG transition terms.

• Filing of the FY2026 20-F (due by end-October 2026): auditor opinion, going-concern language, subsequent-events note on the damages judgment, updated employee count and shareholder table.

• Nasdaq bid-price cure (deadline approx. March 2027); possible reverse share split.

• 1Q27 (September quarter) results in November 2026: the seasonal peak for Argentine planting and the first test of the new cost base in a high-volume quarter.

• Rizobacter bank-debt reprofiling completion; FIX rating actions.

• Any exercise of the HB4 licence termination right; developments in the Bioceres S.A. bankruptcy and the Trucco–Sartori dispute.

• Syngenta inoculant agreement economics and any renegotiation.

• Argentine macro: corn acreage, farm credit, export duties, FX regime.

Analyst verdict

Bioceres Crop Solutions is no longer a growth story about HB4 wheat and global biologicals; it is a distressed holding company whose value rests on one good asset, Rizobacter, and on the outcome of a creditor dispute it has so far lost in court. The operating evidence of FY26 is genuinely mixed rather than uniformly bad: management cut SG&A by a quarter, restored marginally positive quarterly Adjusted EBITDA, completed the costly exit from direct seed sales, and kept local capital markets open for Rizobacter, which refinanced its bonds at 9% to 2029. These are not trivial achievements in Argentina in 2026.

But the arithmetic of the capital structure overwhelms them. Continuing operations generate roughly USD 25 million of Adjusted EBITDA against about USD 214 million of net financial debt, interest costs above EBITDA, USD 11 million of cash, and a New York judgment exceeding USD 108 million plus continuing interest held by creditors who have already shown, through the Pro Farm foreclosure, that they will enforce. The equity, at roughly USD 25 million, is the residual claim on a franchise whose enterprise value appears to be mostly owed to lenders. Governance compounds the risk: the CEO is simultaneously defending the company in court and fighting for control of the broader Bioceres ecosystem, the former parent is bankrupt, and the key trait licence carries a live termination right.

The most probable path, in this analyst's view, is a negotiated restructuring in which noteholders convert a large part of their claim into equity or take security over Rizobacter-level value, with heavy dilution or impairment for existing shareholders; a full-value recovery for current equity would require a favourable appellate or counterclaim outcome plus a strong Argentine season. Verdict: High risk / speculative. The business is viable; the current equity is not adequately protected.

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Methodological note: All figures are in U.S. dollars and refer to fiscal years ending 30 June unless stated. Figures were taken from the company's SEC-filed earnings releases and 20-F where available; secondary sources (press, market-data aggregators, counsel press releases) are identified where used and should be treated as lower confidence.