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DATE

Tuesday, May 12, 2026 at 8:30 a.m. ET

CALL PARTICIPANTS

• Chief Executive Officer — Federico Trucco
• Chief Financial Officer — Ezequiel Simmermacher
• General Counsel — Jose Roque

TAKEAWAYS

• Net Loss -- $10 million, driven by lower gross profit and increased financial expenses.
• Total Revenue -- $39.4 million, a 23% decline attributable to reduced operations following the Pro Farm foreclosure and seasonal weakness.
• Segment Revenue — Crop Protection -- $24.6 million, down 18% due to softened demand, competitive pressure in Argentina, and channel inventory adjustments.
• Segment Revenue — Seeds and Integrated Products -- Revenue declined 71%, reflecting the shift to an asset-light model and exit from lower-margin grain sales.
• Segment Revenue — Crop Nutrition -- $11.6 million and up 15%, mainly from micro fertilizer demand and global supply uncertainties.
• Gross Profit -- $12.7 million, a 30% decrease, with declines in all segments; overall margin fell to 32% from 35%.
• Gross Margin — Seeds and Integrated Products -- Improved from 19% to 30% on a higher mix of seed treatment packs.
• Adjusted EBITDA -- Negative $0.6 million versus $9.1 million positive, due to absence of $7.7 million in nonrecurring prior-year income and current-period inventory adjustment.
• Total Financial Debt -- $229 million, broadly unchanged sequentially; nearly all classified as short-term following acceleration notice related to litigation.
• Cash, Cash Equivalents, and Short-term Investments -- $14 million, net financial debt at $214 million, stable sequentially.
• Pro Farm Foreclosure and Discontinued Operations -- $194 million in net assets reclassified or recognized, resulting in a $179 million noncash loss after the $15 million credit bid by noteholders.
• Litigation Disclosure -- General Counsel Jose Roque stated, "The company strongly disputes the allegations" in the New York noteholder lawsuit and continues to assert counterclaims.
• Cost Control and Operational Efficiency Initiatives -- Efforts yielded a "meaningful reduction in operation expense" and improved joint venture results.
• Receivables Collection Strategy -- Management cited providing "alternatives to our customers to advance the receivables with some type of incentive" and incentivizing shorter sales terms to improve liquidity.

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RISKS

• Litigation risk persists due to the ongoing New York lawsuit and the outcome of the Pro Farm foreclosure, which General Counsel Jose Roque noted "remains in its early stages" with potential for material variance from expectations.
• Short-term liquidity pressure is evident, with $229 million in total financial debt, most now classified as short-term after the acceleration notice, and only $14 million on hand in cash and equivalents.
• Net loss of $10 million, a significant year-over-year deterioration, primarily resulted from lower gross profit and higher financial expenses.
• Crop Protection segment experienced material revenue and margin declines, while Seeds/Integrated Products saw a material revenue decline but an improvement in gross margin.

SUMMARY

The quarter was marked by major operational and structural shifts, including the $179 million noncash loss from the Pro Farm foreclosure and continued litigation in New York, which has placed nearly all of the company's $229 million financial debt in the short-term category. Management highlighted a sharp year-over-year contraction in revenue and profitability, concentrated in the Crop Protection and Seeds segments, while Crop Nutrition achieved double-digit revenue growth despite a related gross profit decline. Operational expense reductions and working capital discipline were cited as management priorities, as the company aims to stabilize liquidity and transition toward a simplified, asset-light business model.

• The addition of Ezequiel Simmermacher as Chief Financial Officer reflects a leadership refocus during "a time of significant uncertainty."
• Compared to prior periods benefiting from intellectual property monetization, the absence of $7.7 million in nonrecurring income further pressured year-over-year results.
• Ongoing legal proceedings have contributed to business uncertainty, with management affirming continued pursuit of constructive alternatives in parallel with litigation defense and claim prosecution.
• Balance sheet stability is heavily reliant on success in ongoing reprofiling efforts, especially for the Rizobacter debt in Argentina and relations with banking partners.

INDUSTRY GLOSSARY

• Pro Farm Foreclosure: The legal and financial process in which assets of Pro Farm Group, Inc. were seized and auctioned by secured noteholders after an alleged default, resulting in a significant noncash loss for Bioceres Crop Solutions Corp.
• Asset-Light Model: Strategic business structure emphasizing lower ownership of physical assets and inventory, focusing on higher-margin and less capital-intensive activities.
• Adjuvants: Additives used in crop protection products to enhance the effectiveness of pesticides or herbicides.
• Inoculant Obsolescence Adjustment: An inventory write-down reflecting products no longer suitable for sale or use, impacting reported gross profit for the Crop Nutrition segment.

Full Conference Call Transcript

Federico Trucco: Thanks, Paula, and good morning to everyone. Thanks for joining us today. Please turn to Slide 3 for today's key business and financial highlights. This quarter reflects a period of transition and operational refocusing for the company, while it is historically our weakest quarter from a baseline business perspective. Total revenues and gross profits showed a decline compared to the same quarter last year, which was partially offset by an improvement in operational expenses. Net loss was $10 million, primarily reflecting lower gross profit as well as increased financial expenses, all of which will be described in greater detail later in the presentation.

Also, in the last 3 years, we have booked profits from IP rights and other commercial arrangements in this quarter, which helped us offset baseline operating losses. Although we continue to explore strategic arrangements with our partners on a regular basis and see these as a recurrent source of profitability, this year, the timing of profit-generating arrangements did not coincide with the initial months of the calendar year. As I have stated in my message to shareholders of March 16, we recognize the significance of the events surrounding Pro Farm and the uncertainty generated by the ongoing litigation process. Jose Roque, our General Counsel, will now provide an update of the ongoing litigation. Please turn to Slide 4.

Jose Roque: Thank you, Federico, and good morning to everyone on the call. As previously disclosed, in November 2025, 4 holders of secured notes issued under our note purchase agreements dated August 2022, filed a lawsuit in New York against the company and certain guarantor affiliates. The plaintiffs alleged that defaults occurred under those agreements and are seeking payment of amounts they say became immediately due. The company strongly disputes the allegations. As explained in court filings, each of the alleged defaults turns on contested facts. The company has, at all times, acted in good faith and under active Board supervision to manage liquidity and preserve enterprise value. We have also asserted counterclaims against the plaintiffs and third-party individuals.

On January 20, 2026, as part of the litigation process, the noteholders conducted a foreclosure auction involving the Pro Farm Group, Inc. collateral. A noteholder affiliated entity was the only qualified bidder and acquired the assets through a $15 million credit bid. We believe and continue to argue in litigation that the foreclosure was conducted in a commercially unreasonable manner, and we have asserted counterclaims challenging the process. The case remains in its early stages, and the company intends to continue both our active defense against noteholders' allegations and the pursuit of our affirmative claims.

While we remain confident in our legal position, I would remind listeners that my statements regarding the litigation are subject to the usual disclaimers regarding forward-looking statements and that actual results may differ materially. The company intends to continue updating shareholders regarding material developments in the litigation through appropriate disclosures, including, where applicable, reports on Form 6-K.

Federico Trucco: Thank you, Jose. Please now turn to Slide #5 for an introduction to Ezequiel Simmermacher, who joined us as CFO at the beginning of the year. Ezequiel comes to us after a nearly 20-year career in agriculture with positions of increasing seniority at Monsanto first and then at CHS, where he was Regional Finance Director and then Director of Operational Excellence for South America until joining us. We're delighted to have Ezequiel in the team and very grateful for his commitment to our organization, particularly in light of joining at a time of significant uncertainty. Ezequiel, welcome.

Now turning the call over to you to discuss the accounting impact of the Pro Farm foreclosure as well as the quarter's financial performance for our continuing operations.

Ezequiel Simmermacher: Thank you, Federico, for the introduction, and good morning, everyone. It is great to be here in my first earnings call with Bioceres. Let's begin with Slide 6, which, as Federico mentioned, detail the impact of the January 2026 foreclosure auction involving the Pro Farm Group on our financials. As a result of the foreclosure process, the Pro Farm business was classified as discontinued operations and its assets and liabilities were reclassified accordingly in our financial statements. Based on the expected proceeds from the foreclosure auction, the company recognized a noncash impairment and loss associated with the transaction during the second quarter of fiscal year 2026.

In total, approximately $194 million of the net assets associated with the Pro Farm Group business was recognized or reclassified. After considering the $15 million credit bid submitted by noteholders, this results in accumulated noncash loss of approximately $179 million. The largest impact were reductions in intangible assets and goodwill, together with reductions in property, plant and equipment and working capital balance. These were partially offset by the derecognition of liabilities associated with the Pro Farm Group business. These impacts were recognized in the second quarter and are reflected in the current balance sheet presentations. Now let's walk through the financial results for the quarter.

And first, let me remind you that all financial results discussed below reflect the company's continuing operations for all periods presented and previous year's amounts have been recast to exclude the Pro Farm Group business unless otherwise noted. Let's turn to Slide 7 to begin looking at revenues. Total revenues for the quarter were $39.4 million, representing a 23% decline versus the same period last year. Before discussing the segments, I think it's important to remember that the fiscal third quarter is seasonally the lowest quarter for our continuous operation, particularly following the Pro Farm foreclosure auction and the resulting reduction in North America operations.

This quarter typically coincides with lower planting and harvesting activities in the Southern Hemisphere, meaning that fluctuation in demand, pricing and product mix tend to have a more visible impact on quarterly performance. Looking at segment performance, we saw a mixed dynamic across the portfolio. In Crop Protection, revenue were $24.6 million, down 18% year-over-year. The decline was mainly driven by softened demand and competitive pressure in certain categories, particularly in adjuvants and third-party products in Argentina. We also continue to see inventory adjustments across the nutrition channel, which affected purchasing activity. In third-party products, pricing pressure in both patent categories also weighted on revenues. In Seeds and Integrated Products revenues declined 71% year-over-year.

This continues the trend we've seen over the last several quarters as downstream seeds and grain sales are phased out as part of the strategic shift towards a more asset-light and lower working capital-intense model in seeds. As we've discussed before, this transition reduced reported revenues in the near term while also lowering exposure to lower margin and more working capital-intense activity. Crop Nutrition was the one segment that posted growth during the quarter, with revenues increased 15% year-over-year to $11.6 million. Growth was mainly driven by micro fertilizer supported by a low comparable base and stronger demand dynamics during the quarter amid global supply and pricing uncertainties associated with geopolitical tensions.

Overall, revenue performance during the quarter reflects a combination of softer market conditions in certain categories together with ongoing portfolio transition effects. Moving now to gross profit on Slide 8. Gross profit for the quarter was $12.7 million compared to $18.1 million in the same period last year, representing a 30% year-over-year decline. The decline was relatively broad-based across the 3 segments. In Crop Protection, gross profit performance largely mirrored the decline in revenues. Margins across the different product categories were generally stable, although overall segment margin came down from 37% to 35%, mainly due to the lower contribution from adjuvants within the mix this quarter.

In Seeds and Integrated Products, gross profit declined in absolute terms, but significantly less than revenues. As a result, gross margin improved from 19% to 30%, reflecting a more favorable mix with a higher relative contribution from seed treatment packs versus downstream grain sales. Finally, Crop Nutrition gross profit declined 38% despite higher revenues. The main driver here was obsolescence adjustment related to inoculants following an update inventory assessment during this quarter. Excluding this adjustment, underlying profitability in the inoculants business remained broadly stable year-over-year. Overall, gross margin declined from 35% to 32%, reflecting lower revenues, product mix effects and inoculants adjustment disclosed above.

Excluding that nonrecurring adjustment, underlying gross margin performance remains broadly in line with the prior year period. Now let's please turn to Slide 9 for a review of the adjusted EBITDA. Adjusted EBITDA for the quarter was negative $0.6 million compared to positive $9.1 million in the prior year quarter. When looking at this year-over-year comparison, it is important to separate a couple of nonrecurring items affecting comparability across periods. First, the prior year quarter included approximately $7.7 million of nonrecurring other income associated with changes in contractual obligations and intellectual property arrangements as part of the recognition -- reorganization in Seeds. The absence of that income had a significant impact on comparability versus last year.

Second, during the current quarter, Crop Nutrition results were impacted by a nonrecurring inoculant obsolescence adjustment associated with an updated inventory assessment. Looking beyond these items, underlying operations performance reflects lower gross profit across part of the business, particularly in Crop Protection, although the deterioration was partially offset by continuous progress on cost control, organizational streamlining initiatives. These actions resulted in a meaningful reduction in operation expense during the quarter, while joint ventures results also improved year-over-year and provided an additional positive contribution to EBITDA. Finally, let's turn to Slide #10 to review our balance sheet, cash position and a brief update on the debt situation.

As of March 31, 2026, total financial debt stood at approximately $229 million, broadly stable compared to the previous quarter. Cash, cash equivalents and short-term investments totaled approximately $14 million, resulting in a net financial debt of approximately $214 million, also stable on a sequential basis. One important point to highlight is that following the acceleration notice received in connection with the noteholder situation discussed earlier in the call, substantially all of the related debt is currently classified as short term in our balance sheet presentation. As Federico and Jose previously noted, the company continues to dispute both the purported acceleration of the notes and the commercial reasonable of the Pro Farm foreclosure action.

These matters remain subject to ongoing legal proceeding, and the company intends to continue vigorously defending its position and pursuing its claim and counterclaims in the litigation. At the same time, we continue to evaluate constructive alternatives and maintaining dialogue with relevant stakeholders where appropriate. As Federico mentioned earlier, we are also advancing a reprofiling process for Rizobacter debt obligation in Argentina, including voluntary maturity extensions, discussions with bondholders and continued coordination with key banking partners. More broadly, management remains highly focused on liquidity preservation, working capital discipline and tighter capital allocation across the organization as we continue to stabilize the platform and improve financial flexibility over time. With that, I will turn the call back over to Federico.

Thank you.

Federico Trucco: Thanks, Ezequiel. And please turn to Slide 11, our final slide for today. While market conditions in several areas of our business remain challenging and the effects of the transition in Seeds continue to weigh on reported results, we are increasingly focused on strengthening the fundamentals of the organization and prioritizing disciplined execution across the business. During the quarter, we continued advancing initiatives aimed at simplifying the organization, improving operational efficiency, strengthening working capital management and improving cash generation while advancing liability management initiatives across key operating subsidiaries.

In parallel, we are reinforcing governance and internal processes and concluding a strategic review of our continuing -- and conducting a strategic review of our continuing operations including initiatives focused on organizational streamlining and capital allocation optimization to ensure that capital management attention and resources remain aligned with the areas where we believe we can create the greatest long-term value. We recognize the uncertainty generated by the ongoing litigation. While we continue to pursue the appropriate legal course and evaluate constructive alternatives where possible, our priority remains clear, stabilizing the business, preserving the value of our core operations and positioning the company for a more resilient and sustainable future.

With that, I think we can now turn the call over to Q&A.

Operator: [Operator Instructions] Your first question comes from the line of Kemp Dolliver with Brookline Capital Markets.

Brian Kemp Dolliver: I did miss the first few minutes of the presentation, but I think you can go to add some information on this. What are you doing with regard to collections? It looks like you've made some progress on reducing receivables, but it's hard to tell given the restatements where you stand currently on that initiative.

Federico Trucco: I will pass that question over to Ezequiel. And first, I'll say that we're emphasizing, obviously, reducing receivables and advancing collections to prioritize liquidity and keep working capital discipline. But Ezequiel might be able to provide more color into this.

Ezequiel Simmermacher: 2 angles. First is we have been working on, let's say, giving alternatives to our customers to advance the receivables with some type of incentive. And on the other side, we have been working on new sales being done in lower sell period by giving some attractive to shorter terms that are more common to the industry.

Brian Kemp Dolliver: Okay. And what was operating cash flow for the quarter and then year-to-date?

Ezequiel Simmermacher: No, we can provide that after.

Federico Trucco: We don't have the number, the exact number here, but we can provide that information on the analyst session with you.

Operator: As there are no further questions at this time, I will turn the call back to Federico Trucco for closing remarks.

Federico Trucco: Thank you, and thanks again, everyone, for joining. We remain available for any additional information that might be required. And hope everyone has a great rest of the week.

Operator: And this concludes today's call. Thank you all for attending. You may now disconnect.