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6-K 1 dp202138_6k.htm FORM 6-K

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2023

 

Commission File Number: 001-41635

 

Lavoro Limited

 

(Exact name of registrant as specified in its charter)

 

Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401
São Paulo — SP, 04548-005, Brazil
+55 (11) 4280-0709

 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F  

 

 

 


TABLE OF CONTENTS

 

EXHIBIT  
99.1 Press release dated November 1, 2023 – Lavoro Reports Fiscal Year 2023 Earnings Results
99.2 Fiscal Year 2023 Earnings Presentation
99.3 Audited Consolidated Financial Statements of Lavoro Limited for the Fiscal Year Ended June 30, 2023

  

 

 


SIGNATURE

 

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.

 

    Lavoro Limited
     
     
      By: /s/ Ruy Cunha
        Name: Ruy Cunha
        Title: Chief Executive Officer

Date: November 1, 2023

 

 

 

 

 

EX-99.1 2 dp202138_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Lavoro Reports Fiscal Fourth Quarter 2023 Earnings Results

 

Lavoro’s revenue reached $1.8 billion for the FY2023, marking a 24% increase compared to the previous year

 

FY2023 gross profit was $332 million, up 34% y/y, with gross margins expanding 140 bps to 18.5%

 

Lavoro successfully completed the acquisition of Referência Agroinsumos on July 31, 2023, further expanding its retail presence in the State of Rio Grando do Sul in the South of Brazil. Referência serves over 2,000 farmers, and brings an additional 25 technical sales representatives (RTVs) to the Lavoro family

 

On June 30, 2023, Lavoro announced a partnership with Stenon, which will enable us to offer accurate real-time soil analysis to our farmer clients, helping their decision-making and leading to improved agronomic outcomes

 

Lavoro provides its FY2024 outlook, expecting consolidated revenue in the range of $2.0 to $2.3 billion, consolidated Inputs revenue in the range of $1.7 to $2.0 billion, and consolidated Adjusted EBITDA in the range of $135 million to $165 million.

 

SÃO PAULO – November 1, 2023 (GLOBE NEWSWIRE) — Lavoro Limited (Nasdaq: LVRO; LVROW), the first U.S.-listed pure-play agricultural inputs distributor in Latin America, today announced its financial results for the fiscal fourth quarter, ended on June 30, 2023.

 

“In recent months, we saw a further worsening in pricing trends in crop protection and fertilizers, as significant global pricing declines were exacerbated by excess channel inventories in Brazil, particularly in herbicides. While we are seeing signs of stabilization of the pricing trends, our expectation is for the retail ag inputs in Brazil to see overall decline of approximately -20% for our fiscal year 2024, led by these pricing headwinds. With that said, our view is that the fundamental long-term secular growth drivers for our Brazil Ag Retail segment have not changed. What we have been witnessing in the past few quarters is simply the normalization of input prices that overshot in ’21-’22 as a result of temporary factors that have now waned, namely the impact of COVID-led plant shutdowns on Chinese agrochemical production, and the effects of the War in Ukraine. We view this as a temporary effect that we expect should not persist beyond the end of this our fiscal year, and should not affect our long-term growth algorithm,” commented Ruy Cunha, CEO of Lavoro.

 

“Our scale, regional and product diversification, vertical integration with Crop Care, strong balance sheet, M&A capabilities, and ability to invest in technology and new services, sets us apart relative to the rest of industry. We believe we are uniquely positioned to capitalize on the current environment, accelerate our market share gains and improve our financial performance as market conditions normalize,” added Mr. Cunha.

 

4Q23 Financial Highlights

 

Consolidated revenue increased by 17% to $265.6 million in 4Q23 compared to the same period in 2022, mainly driven by higher input sales from Brazil Ag Retail1, attributable to (i) increased unit volumes of fertilizers, crop protection and specialties, (ii) growth in corn seeds price and volumes, partly offset by (iii) price declines in crop protection and fertilizer product categories. Once again, Latam Ag Retail revenue was affected by the depreciation of the Colombian Peso, with a -3% y/y decline. On a constant-currency basis, Latam grew 10%. Crop Care segment revenue decreased -21% y/y, driven by phasing effects at Union Agro, though gross profit grew 60% driven by strong performance of our biologicals product line. For FY23, Lavoro consolidated revenue increased by 24% to reach $1.8 billion, with Crop Care being a notable contributor as revenue growth exceeded 90%.

 

Gross Profit increased by 27% to $46.9 million in 4Q23, with gross margin expanding by 140bps to 17.6%. This was mainly attributable to (i) positive segment mix shifts, led by Crop Care (ii) improved product mix in our retail distribution, as sales of specialties products as a percentage of Inputs revenue improved by nearly 300bps to 9% in 4Q22, and (iii) strong performance from biologicals, our highest margin product line which grew

 

 

 

1 Our segments herein have been renamed to Brazil Ag Retail (Brazil Cluster), Latam Ag Retail (LatAm Cluster) and Crop Care (Crop Care Cluster), to be clearer with the region and business function they are performing. There is no change to the scope of their operations.

 

1 


 

 

over 80% versus the prior year quarter. These positive drivers more than offset headwinds from steep price declines in crop protection and fertilizers, which in turn were partially alleviated by a $12 million benefit from planned successful renegotiation with our suppliers. For FY23, gross profit reached $331.9 million, up 34% y/y, with gross margin expanding by 140 bps to 18.5%, owing to both segment and product mix shifts.

 

Adjusted EBITDA in 4Q23 was $2.4 million, improving by $18.7 million y/y, with positive incremental contribution from all three segments. The key drivers are similar to those outlined above for gross profit, with the addition of the benefit of an improved SG&A expense ratio vs. last year. For FY23, Adjusted EBITDA grew 64% to $149.8 million, and Adjusted EBITDA margin rose 200 bps to 8.3%. Crop Care yet again was a strong contributor, with segment Adjusted EBITDA expanding 280% y/y, resulting in Crop Care now accounting for nearly 19% of total Adjusted EBITDA in FY23, a jump from 8% in the previous year.

 

Non-recurring expenses increased by $4.6 million to $6.0 million in 4Q23, due to (i) IPO-related consultancy services expenses throughout fiscal year 2023 recognized as non-recurring in 4Q23 ($3.8 million); (ii) the remainder of a one-time DeSPAC bonus to employees paid in 4Q23 ($0.9 million) and (iii) M&A accounting and tax due diligence expenses ($0.8 million). For FY23, non-recurring items other than our Nasdaq listing expense, increased to $14.3 million, with key drivers being (i) $2.8 million impact from stock-based compensation; (ii) $ 5.8 million of one-time DeSPAC bonus; (iii) $3.8 million from IPO-related consultancy services, and (iv) $5.2 of M&A expenses.

 

Financial costs were $11.1 million higher in 4Q23 vs. the prior year, attributable to losses on fair value of commodity forward contracts, and an increase in the benchmark interest rate in Brazil. On a full fiscal year basis, financial results were $76.9 million higher than the previous year, owing to the same drivers

 

2 


 

 

Summary of 4Q23 and FY23 Results¹

 

Key Financial Metrics   4Q22 4Q23 Chg. %   FY22 FY23 Chg. %
(in millions of US dollars)2                
                 
Revenue by Segment   227.8 265.5 17 %   1,447.9 1,794.9 24 %
Brazil Ag Retail   149.5 197.2 32 %   1,184.2 1,502.1 27 %
Latam Ag Retail   63.7 61.8 -3 %   220.2 233.1 6 %
Crop Care   13.5 10.6 -21 %   62.4 120.8 94 %
Intercompany3   1.1 (4.1)     (18.9) (61.1)  
                 
Revenue by Category   227.8 265.6 17 %   1,448.0 1,794.8 24 %
Inputs revenue   180.7 217.0 20 %   1,310.5 1,664.6 27 %
Grains revenue   47.1 48.6 3 %   137.5 130.2 -5 %
                 
Gross Profit   37.0 46.9 27 %   247.5 332.0 34 %
Brazil Ag Retail   21.6 26.3 22 %   188.8 246.1 30 %
Latam Ag Retail   10.3 9.4 -9 %   35.9 38.0 6 %
Crop Care   5.1 8.1 59 %   22.7 53.8 137 %
Intercompany   3.1     0.1 (5.9)  
                 
Gross Margin   16.2 % 17.7 % 150 bps   17.1 % 18.5 % 140 bps
Gross Margin (% of Inputs)   20.5 % 21.6 % 110 bps   18.9 % 19.9 % 100 bps
                 
SG&A excl. D&A   (59.1) (55.5)     (166.6) (205.1)  
Other operating income (expense)   4.4 5.0     10.5 (53.0)  
EBITDA   (17.7) (3.6) -80 %   91.4 73.9 -19 %
(+) Nasdaq listing expenses4       61.5  
(+) Other non-recurring items   1.4 6.0     0.2 14.5  
Adjusted EBITDA   (16.3) 2.4 n.m.   91.6 149.8 64 %
                 
Adjusted EBITDA Margin %   -7.2 % 0.9 % 810 bps   6.3 % 8.3 % 200 bps
Adjusted EBITDA Margin (% of Inputs)   -9.0 % 1.1 % 1,010 bps   7.0 % 9.0 % 200 bps
                 
D&A   (6.9) (8.1)     (27.3) (32.4)  
Finance income (costs)   (17.0) (28.2)     (42.4) (119.2)  
Income taxes, current and deferred   14.6 20.6     (4.6) 34.0  
Net profit   (27.0) (19.3) n.m.   17.1 (43.7) n.m.
                 
Adjusted net profit   (25.6) (13.3) n.m.   17.3 32.3 87 %

 

 

 

1 USD/BRL average period exchange rate used to translate our results to USD throughout this document for illustration purposes: 4.952 for FY4Q23, 5.193 for FY3Q23, 5.280 for FY1H23, 4.924 for FY4Q22, 5.226 for FY3Q22, 5.570 for FY1H22.

2 Represents sales between Crop Care and Brazil Ag Retail.

3 Represents expenses related to the business combination with TPB Acquisition Corp I.

 

3 


 

 

Segment Results for 4Q23 and FY235

 

Brazil Ag Retail

 

Segment revenue increased by 45% to $197 million in 4Q23, with strong unit volume growth in crop protection, fertilizer and specialty sales, more than offsetting steep price declines that the industry witnessed over the past few months. Gross margin decreased by 110 bps to 13.3%, owing to these pricing headwinds, partly offset by a previously planned $12 million supplier renegotiation benefit.

 

Brazil Ag Retail   4Q22 4Q23 Chg. %   FY22 FY23 Chg. %
(in millions of US dollars)                
                 
Inputs revenue   102.7 148.7 45 %   1,025.5 1,367.9 33 %
Grains revenue   46.8 48.5 4 %   158.8 134.1 -16 %
Revenue   149.5 197.2 32 %   1,184.3 1,502.0 27 %
                 
Gross Profit   21.6 26.3 22 %   188.8 246.0 30 %
Gross Margin   14.4 % 13.3 % -110 bps   15.9 % 16.4 % 50 bps
Gross Margin (% of Inputs)   21.0 % 17.7 % -330 bps   18.4 % 18.0 % -40 bps
                 
Adjusted EBITDA   (19.3) (4.0) n.m.   69.9 111.9 60 %
Adjusted EBITDA Margin   -12.9 % -2.0 % 1,090 bps   5.9 % 7.5 % 160 bps
Adjusted EBITDA Margin (% of Inputs)   -18.8 % -2.7 % 1,610 bps   6.8 % 8.2 % 140 bps

 

Latam Ag Retail

 

The segment grew 10% on a constant currency basis (Colombian peso), primarily due to strong sales in specialties and corn seeds, partly offset by headwinds resulting from the removal of Paraquat, a financially relevant herbicide, from the product lineup one of our suppliers.The devaluation of the peso was a -13% y/y negative contributor, with revenue declining -3% on a US dollar basis. Gross Margin contracted by 100 bps in 4Q23, reflecting the deflationary pricing trends in crop protection and fertilizers.

 

Latam Ag Retail   4Q22 4Q23 Chg. %   FY22 FY23 Chg. %
(in millions of US dollars)                
                 
Inputs revenue   63.3 61.7 -3 %   207.5 223.0 7 %
Grains revenue   0.4 0.1 -75 %   12.7 10.1 -20 %
Revenue   63.7 61.8 -3 %   220.2 233.1 6 %
                 
Gross Profit   10.3 9.4 -9 %   35.9 38.0 6 %
Gross Margin   16.2 % 15.2 % -100 bps   16.3 % 16.3 % 0 bps
Gross Margin (% of Inputs)   16.3 % 15.2 % -110 bps   17.3 % 17.0 % -30 bps
                 
Adjusted EBITDA   2.5 3.3 32 %   14.4 17.4 300 %
Adjusted EBITDA Margin   3.9 % 5.3 % 140 bps   6.5 % 7.5 % 100 bps
Adjusted EBITDA Margin (% of Inputs)   3.9 % 5.3 % 140 bps   6.9 % 7.8 % 90 bps

 

 

 

4 USD/BRL average period exchange rate used to translate our results to USD: 4.952 for FY4Q23, 5.193 for FY3Q23, 5.280 for FY1H23, 4.924 for FY4Q22, 5.226 for FY3Q22, 5.570 for FY1H22.

  

4 


 

 

Crop Care

 

Crop Care segment revenue for 4Q23 saw a -21% decline, resulting from the phasing effects at Union Agro, our specialty fertilizer company, which had some sales pull-forward into 3Q23. Biologicals product sales grew over 80% y/y, partly driven from phasing shift from 3Q23 to 4Q23, as a result of postponement of the timing of biopesticide input purchases by farmers. The strong growth in biologicals, which are the highest gross margin products for Lavoro, led the gross margin expansion to 76.4%, from 37.8% a year ago.

 

Crop Care   4Q22 4Q23 Chg. %   FY22 FY23 Chg. %
(in millions of US dollars)                
                 
Revenue   13.5 10.6 -21 %   62.4 120.8 94 %
                 
Gross Profit   5.1 8.1 22 %   22.7 53.8 30 %
Gross Margin   37.8 % 76.4 % 3,860 bps   36.4 % 44.5 % 810 bps
                 
Adjusted EBITDA   0.5 1.2 140 %   7.4 28.1 280 %
Adjusted EBITDA Margin   3.7 % 11.3 % 760 bps   11.9 % 23.3 % 1,140 bps

 

Recent Business and Commercial Updates

 

Partnership with Stenon

 

On June 30, 2023, Lavoro announced a partnership with Stenon. Stenon is a step-change evolution in soil chemistry testing, with its FarmLab solution, which is a portable sensor-based devices enabling accurate real-time analysis of Nitrogen and other agronomically relevant soil indicators. With Stenon, as a practical example, our RTVs will be able to provide clients with timely recommendations for nitrogen application across their corn planting area, resulting in improved costs and crop yields. We are planning to sample 100,000 acres in the coming crop season across the state of Parana, where 100 RTVs have been trained and are ready to execute on this service.

 

Recent M&As Updates

 

Closed agreements

 

Referência Agroinsumos

 

On July 31, Lavoro successfully completed the acquisition of a controlling interest in Referência Agroinsumos. Founded in 2006, Referência has nine distribution locations and more than 80 employees, serving approximately 2,000 customers in the South of Brazil.

 

5 


 

 

Pro forma Financial Information6

 

Highlights of Pro Forma Results   4Q22 4Q23 Chg. %   FY22 FY23 Chg. %
(in millions of US dollars)                
                 
Pro forma Revenue by Segment   331.8 338.8 2 %   1,756.5 1,938.4 10 %
                 
Pro forma Gross Profit   58.3 63.0 8 %   306.1 359.4 17 %
Pro forma Gross Margin   17.6 % 18.6 % 100 bps   17.4 % 18.5 % 110 bps
                 
Pro forma Adjusted EBITDA   4.5 13.4 298 %   131.5 167.9 1%
Pro forma Adjusted EBITDA Margin %   1.4 % 4.0 % 260 bps   7.5 % 8.7 % 120 bps

 

Full Fiscal Year 2024 Consolidated Outlook7

 

    FY2024
Consolidated Financials Outlook   Low High
(in millions of US dollars)      
       
Revenue   2,000 2,300
       
Inputs revenue   1,700 2,000
       
Adjusted EBITDA   135 165

 

Conference Call Details

 

The Company will host a conference call and webcast to review its fiscal fourth quarter 2023 results on Wednesday, November 1, 2023, at 8:30 am ET / 9:30 am BRT.

 

Participant Numbers: 1-877-407-9716 (U.S.), 1-201-493-6779 (International)

 

The live audio webcast will be accessible in the Events section on the Company's Investor Relations website at https://ir.lavoroagro.com/disclosure-and-documents/events/.

 

Non-IFRS Financial Measures

 

This press release contains certain non-IFRS financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. The Company believes these non-IFRS financial measures provide meaningful supplemental information as they are used by the Company's management to evaluate the Company's performance, and provide additional information about trends in our operating performance prior to considering the impact of capital structure, depreciation, amortization and taxation on our results, as well as the effects of certain items or events that vary widely among similar companies, and therefore may hamper comparability across periods, although these measures are not explicitly defined under IFRS. Management believes that these measures enhance a reader's understanding of the operating and financial performance of the Company and facilitate a better comparison between fiscal periods. Adjusted EBITDA is defined as profit for the period, adjusted for finance income (cost), net, income

 

 

5 Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period presented and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non-controlling minority shareholders.

6 USD/BRL average period exchange rate used to translate our results to USD: 4.88 for FY1Q24, and 5.02 for FY2Q24 to FY3Q24 taxes current and deferred, depreciation and amortization, M&A expenses that in management’s judgment do not necessarily occur on a regular basis, fair value of inventories sold from acquired companies, minus gain on bargain purchases, to provide further meaningful information to evaluate the Company’s performance.

 

6 


 

 

Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of revenue for the period. Pro Forma Adjusted EBITDA is defined as pro forma profit for the period, adjusted for pro forma finance income (costs), net, pro forma income taxes current and deferred, pro forma depreciation and amortization, fair value on inventories sold from acquired companies, and M&A expenses that in management’s judgment do not necessarily occur on a regular basis, minus gain on bargain purchases. Pro Forma Adjusted EBITDA Margin is calculated as Pro Forma Adjusted EBITDA as a percentage of pro forma revenue for the period.

 

The Company does not intend for the non-IFRS financial measures contained in this release to be a substitute for any IFRS financial information. Readers of this press release should use these non-IFRS financial measures only in conjunction with comparable IFRS financial measures. Reconciliations of the non-IFRS financial measures, Adjusted EBITDA, and Pro Forma Adjusted EBITDA, to their most comparable IFRS measures, are provided in the table below.

 

Reconciliation of Adjusted EBITDA and Adjusted EBITDA Pro forma

 

Reconciliation of Adjusted EBITDA   4Q22 4Q23   FY22 FY23
(in millions of US dollars)            
             
Net Profit/Loss for the Period   (27.1) (19.5)   17.1 (43.8)
(+) Finance income (costs)   17.0 28.2   42.4 119.2
(+) Income taxes, current and deferred   (14.6) (20.6)   4.6 (34.0)
(+) Depreciation and amortization   6.1 8.2   22.3 27.2
(+) Fair value of inventories sold from acquired companies   0.9 0.2   5.0 5.1
(+) M&A expenses   0.9 0.8   3.0 2.1
(+) Gain on bargain purchases     (3.3)
(+) Nasdaq Listing expenses     61.5
(+) Stock-based compensation   0.5   2.8
(+) DeSPAC related bonus   0.9   5.8
(+) Related party consultancy services   0.5 3.8   0.5 3.8
Adjusted EBITDA   (16.3) 2.5   91.6 149.7
(/) Revenue   227.8 265.5   1,448.0 1,794.8
Adjusted EBITDA Margin %   -7.2 % 0.9 %   6.3 % 8.3 %

 

7 


 

 

 

Reconciliation of Pro Forma Adjusted EBITDA   4Q22 4Q23   FY22 FY23
(in millions of US dollars)            
             
Pro forma Net Profit/Loss for the Period   (11.2) (15.6)   45.9 (34.6)
(+) Pro forma finance income (costs), net   16.6 33.2   45.9 124.7
(+) Pro forma income taxes current and deferred   (11.0) (18.5)   10.2 (31.0)
(+) Pro forma depreciation and amortization   7.5 7.6   24.2 27.4
(+) M&A expenses   0.9 0.6   5.0 5.2
(+) Fair value of inventories sold from acquired companies   1.3 0.7   3.0 2.1
(+) Gain on bargain purchases     (3.3)
(+) Nasdaq Listing expenses     61.5
(+) Pro forma stock-based compensation   0.5   2.9
(+) Pro forma DeSPAC related bonus   0.9   5.8
(+) Pro forma related party consultancy services   0.5 3.8   0.5 3.8
Pro forma Adjusted EBITDA   4.6 13.2   131.4 167.8
(/) Pro forma revenue   331.8 338.8   1,756.5 1,929.4
Pro forma Adjusted EBITDA Margin %   1.4 % 3.9 %   7.5 % 8.7 %

 

Reconciliation of Adjusted Profit (Loss)

 

Reconciliation of Adjusted Net Profit   4Q22 4Q23   FY22 FY23
(in millions of US dollars)            
             
Profit/Loss for the Period   (27.0) (19.3)   17.1 (43.7)
(+) M&A expenses[8]   0.9 0.8   3.0 2.1
(-) Gain on bargain purchases[9]     (3.3)
(+) Nasdaq Listing expenses[10]     61.5
(+) Stock Option Plan   0.5   2.8
(+) DeSPAC bonus   0.9   5.8
(+) Related party consultancy services   0.5 3.8   0.5 3.8
Adjusted Net Profit/Loss   (25.6) (13.3)   17.3 32.3
(/) Revenue   227.8 265.5   1,448.0 1,794.8
Adjusted Net Profit/Loss Margin %   -11.2 % -5.0 %   1.2 % 1.8 %

 

About Lavoro

 

Lavoro is Brazil's largest agricultural inputs retailer and a leading producer of agricultural biological products. Lavoro's shares and warrants are listed on the Nasdaq stock exchange under the tickers "LVRO" and "LVROW." Through its comprehensive portfolio of products and services, the company empowers small and medium-size farmers to adopt the latest emerging agricultural technologies and enhance their productivity. Since its founding in 2017, Lavoro has broadened its reach across Latin America, serving 72,000 customers in Brazil, Colombia, and Uruguay, via its team of over 1,000 technical sales representatives (RTVs), its network of over 210 retail locations, and its digital marketplace and solutions. Lavoro's RTVs are local trusted advisors to farmers, regularly meeting them to provide agronomic recommendations throughout the crop cycle to drive optimized outcomes. Learn more about Lavoro at ir.lavoroagro.com.

 

 

7 M&A expenses primarily include M&A accounting and tax due diligence expenses.

8 Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gain. 

9 Represents expenses related to the business combination with TPB Acquisition Corp I.

 

8 


 

 

Reportable Segments

 

Lavoro’s reportable segments are the following:

 

Brazil Cluster (Brazil Ag Retail): comprises companies dedicated to the distribution of agricultural inputs such as crop protection, seeds, fertilizers, and specialty products, in Brazil.

 

LatAm Cluster (Latam Ag Retail): includes companies dedicated to the distribution of agricultural inputs outside Brazil (currently primarily in Colombia).

 

Crop Care Cluster (Crop Care): includes companies that produce and import our own portfolio of private label products including specialty products (e.g., biologicals and specialty fertilizers) and off-patent crop protection.

 

Lavoro’s Fiscal Year

 

Lavoro follows the crop year, which means that its fiscal year comprises July 1st of each year, until June 30th of the following year. Given this, Lavoro’s quarters have the following format:

 

1Q – quarter starting on July 1 and ending on September 30.

2Q – quarter starting on October 1 and ending on December 31.

3Q – quarter starting on January 1 and ending on March 31.

4Q – quarter starting on April 1 and ending on June 30.

 

Definitions

 

RTVs: refer to Lavoro’s technical sales representatives (Representante Técnico de Vendas), who are linked to its retail stores, and who develop commercial relationships with farmers.

 

Forward-Looking Statements

 

The contents of any website mentioned or hyperlinked in this press release are for informational purposes and the contents thereof are not part of or incorporated into this press release.

 

Certain statements made in this press release are “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 “aims,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expectations regarding the growth of Lavoro’s business and its ability to realize expected results, grow revenue from existing customers, and consummate acquisitions; opportunities, trends, and developments in the agricultural input industry, including with respect to future financial performance in the industry. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lavoro.

 

These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the outcome of any legal proceedings that may be instituted against Lavoro related to the business combination agreement or the transaction; the ability to maintain the listing of Lavoro’s securities on Nasdaq; the price of Lavoro’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Lavoro operates, variations in operating performance across competitors, changes in laws and regulations affecting Lavoro’s business; Lavoro’s inability to meet or exceed its financial projections and changes in the consolidated capital structure; changes in general economic conditions, including as a result of the COVID-19 pandemic; the ability to implement business plans, forecasts, and other expectations, changes in domestic and foreign business, market, financial, political and legal conditions; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; costs related to the business combination and being a public company and other risks and uncertainties indicated from time to time in the proxy statement/prospectus filed by Lavoro relating to the business combination or in the future, including those under “Risk Factors” therein, and in TPB Acquisition Corp.’s or Lavoro’s other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

 

9 


 

 

There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

 

In addition, forward-looking statements reflect Lavoro’s expectations, plans, or forecasts of future events and views as of the date of this press release. Lavoro anticipates that subsequent events and developments will cause Lavoro’s assessments to change. However, while Lavoro may elect to update these forward-looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lavoro’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Contact

 

Julian Garrido

julian.garrido@lavoroagro.com

 

Tigran Karapetian

tigran.karapetian@lavoroagro.com

 

Fernanda Rosa

fernanda.rosa@lavoroagro.com

 

10 

 

 

EX-99.2 3 dp202138_ex9902.htm EXHIBIT 99.2

Exhibit 99.2

 

 

4Q23 and FY23 Earnings Presentation November 1, 2023

 

2 Highly confidential and trade secret Disclaimer The contents of any website mentioned or hyperlinked in this presentation are for informational purposes and the contents thereof are not part of or incorporated into this presentation . Certain statements made in this presentation are “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 “aims,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements include, but are not limited to, statements regarding the expectations regarding the growth of Lavoro's business and its ability to realize expected results, grow revenue from existing customers, and consummate acquisitions ; opportunities, trends, and developments in the agricultural input industry, including with respect to future financial performance in the industry . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of Lavoro . These forward - looking statements are subject to a number of risks and uncertainties, including but not limited to, the outcome of any legal proceedings that may be instituted against Lavoro related to the business combination agreement or the transaction ; the ability to maintain the listing of Lavoro's securities on Nasdaq ; the price of Lavoro's securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Lavoro operates, variations in operating performance across competitors, changes in laws and regulations affecting Lavoro's business ; Lavoro's inability to meet or exceed its financial projections and changes in the consolidated capital structure ; changes in general economic conditions, including as a result of the COVID - 19 pandemic ; the ability to implement business plans, forecasts, and other expectations, changes in domestic and foreign business, market, financial, political and legal conditions ; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries ; costs related to the business combination and being a public company and other risks and uncertainties indicated from time to time in the proxy statement/prospectus filed by Lavoro relating to the business combination or in the future, including those under “Risk Factors” therein, and in Lavoro's other filings with the SEC . If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward - looking statements reflect Lavoro's expectations, plans, or forecasts of future events and views as of the date of this presentation . Lavoro anticipates that subsequent events and developments will cause Lavoro's assessments to change . However, while Lavoro may elect to update these forward - looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so . These forward - looking statements should not be relied upon as representing Lavoro's assessments as of any date subsequent to the date of this presentation . Accordingly, undue reliance should not be placed upon the forward - looking statements . We have prepared this presentation solely for informational purposes . The information in this presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any of our securities or securities of our subsidiaries or affiliates, not should it or any part of it form the basis of, or be relied on, in connection with any contract to purchase or subscribe for any of our securities or securities of any of our subsidiaries or affiliates, nor shall it or any part of it form the basis of, or be relied on, in connection with any contract or commitment whatsoever . This presentation also includes certain non - IFRS financial information . We believe that such information is meaningful and useful in understanding the activities and business metrics of our operations . We also believe that these non - IFRS financial measures reflect an additional way of viewing aspects of our business that, when viewed with our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting Standards Board, provide a more complete understanding of factors and trends affecting our business . Further, investors regularly rely on non - IFRS financial measures to assess operating performance and such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS . We also believe that non - IFRS financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present these measures when reporting their results . The non - IFRS financial information is presented for informational purposes and to enhance understanding of the IFRS financial statements . The non - IFRS measures should be considered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results . As other companies may determine or calculate this non - IFRS financial information differently, the usefulness of these measures for comparative purposes is limited . A reconciliation of such non - IFRS financial measures to the nearest IFRS measure is included in this presentation .

 

3 Highly confidential and trade secret Brazil Market Fundamentals ▪ Expecting retail ag inputs market in Brazil to contract approx. - 20% in FY24, as input prices normalize to the pre - COVID and war in Ukraine levels ▪ Impact of crop protection channel destocking expected to persist until end of calendar 2023, with Lavoro already seeing signs of stabilization ▪ Current ag input sales bookings for the upcoming crop season marginally lower compared prior year, as farmers continue to delay their purchasing decisions. ▪ Seeing positive unit volume growth thus far in FY24, indicating to us that underlying demand for inputs remain strong, and partially driven by Lavoro gaining share ▪ Expecting our markets to return to growth in FY25 and beyond, as deflationary trends subside Business Performance ▪ Achieved FY23 consolidated revenue of $1.79 billion 1 (+24% y/y) and Adj. EBITDA $150 million (+64% y/y) ▪ FY4Q23 consolidated revenue and gross profit grew +17% and 27% y/y respectively, despite more challenging - than - expected market conditions in the final 6 weeks of the quarter Management Focus in FY24 CEO Highlights ( 1 ) USD/BRL average period exchange rate used to translate our results to USD : 4 . 952 for FY 4 Q 23 , 5 . 193 for FY 3 Q 23 , 5 . 280 for FY 1 H 23 , 4 . 924 for FY 4 Q 22 , 5 . 226 for FY 3 Q 22 , 5 .

 

570 for FY 1 H 22 ▪ Continuing to execute against our strategic growth pillars of expanding our portfolio of value - added agronomic and financial services, and accretive M&A ▪ Planning to capitalize on the current market environment by leveraging our scale and financial strength to grow organically our RTV headcount and accelerate share gains 4 Highly confidential and trade secret 4Q23 Financial Performance In millions of US dollars 1 Note: Intercompany results represent sales between Crop Care and Brazil Ag Retail segments (1) USD/BRL average period exchange rate used to translate our results to USD: 4.952 for FY4Q23, 4.924 for FY4Q22 180.7 217.0 47.1 48.6 4Q22 4Q23 227.8 265.5 +17% Inputs Grains 21.6 26.3 10.3 9.4 5.1 8.1 3.1 4Q22 4Q23 37.0 46.9 +27% 3.3 - 19.3 - 4.0 2.5 0.5 4Q22 1.2 1.9 4Q23 - 16.3 2.4 149.5 197.2 63.7 61.8 13.5 1.1 4Q22 10.6 - 4.1 4Q23 227.8 265.5 +17% Intercompany / Corporate Crop Care Latam Ag Retail Brazil Ag Retail Revenue Gross Profit Adjusted EBITDA As % of Inputs revenue 20.5% 21.6% Highlights ▪ Impact from crop protection channel destocking led to more challenging - than - expected market conditions in the final 6 weeks of the quarter ▪ In spite of this, Lavoro gross profit growth of +27% y/y, led by seed and specialty sales growth, high double - digit growth in biologicals, and the $12 million benefit from agrochemical supplier renegotiations ▪ Gross Margins expanded due to segment and product mix improvements, partially offset by the deflationary impact in agrochemicals and fertilizers on our distribution margins ▪ Adj.

 

EBITDA also benefited from $4 million y/y decline in operating expenses, driven by overhead savings initiatives 5 Highly confidential and trade secret Ag Input prices have already retraced back to pre - COVID levels Crop Protection Price Index 1 [January 2023 = 100] 100 72 65 40 45 50 55 60 65 70 75 80 85 90 95 100 105 Jan 97 Feb 87 Mar 77 Apr 66 May 57 Jun 60 Jul Aug Sep Herbicides Fungicides Inseticidas $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 $1,100 $1,200 $1,300 Jan - 16 Jan - 17 Jan - 18 Jan - 19 Jan - 20 Jan - 21 Jan - 22 Jan - 23 Jan - 14 Jan - 15 Jan - 24 $/ton - 54% - 29% - 65% - 58% Brazil Potash Brazil Phosphate China Glyphosate Price Observing early signs of stabilization and recovery in input prices, following sharp prices declines earlier this year ( 1 ) Upstream wholesale prices of Chinese agrochemical manufacturers, with index weighted by the 65 top active ingredients sold in Brazil 6 Highly confidential and trade secret $0 $500 $1,000 $1,500 $2,000 Crop Year USD / ha 11/12 12/13 13/14 14/15 15/16 16/17 17/18 18/19 19/20 20/21 21/22 22/23 23/24 24/25 Ø $ 628 - 40% - 43% Brazilian farmer profitability remains high Note : Lavoro analysis based on data from AgroConsult Mato Grosso (North) Parana (West) Goias (West) Minas Gerais (Northwest) Average of 5 major states Forecast 37% 31% 26% 31% 31% 34% 45% 51% 28% 30% Crop Year 11/12 12/13 13/14 14/15 15/16 25% 16/17 17/18 30% 18/19 19/20 20/21 43% 21/22 25% 22/23 23/24 24/25 Farmer Operating Margins (Avg.

 

 

of 5 major states) Brazil farmer profitability decline of similar magnitude as 2012 - 2014, albeit from a higher base such that we are back to 10 - year average Farmer profit margins hover around 25%, higher than most regions of the world, and forecasted by ag consultancies to improve this Crop Year ‘23/’24 Forecast 7 Highly confidential and trade secret Financial Outlook for Fiscal Year 2024 Note : USD/BRL average period exchange rate used to translate our results to USD : 4 . 88 for FY 1 Q 24 , and 5 . 02 for FY 2 Q 24 to FY 3 Q 24 FY2024 Consolidated Financials Outlook Low High (in millions of US dollars) Revenue 2,000 2,300 Inputs revenue 1,700 2,000 Adjusted EBITDA 135 165 ▪ We anticipate 40 - 50% of our FY24 Adjusted EBITDA be delivered in 2H ▪ Expect 1Q results to be low point for the year for Adjusted EBITDA ▪ Meaningful deviaition from seasonality from patterns seen in previous years is driven by: ▪ phasing effect of Crop Care and Specialty sales shifted from 1Q to 2Q - 4Q ▪ Change in farmer purchasing patterns ▪ And anticipation for improved crop protection margins in 2H as the effects from destocking of agrochemicals dissipate 9 Highly confidential and trade secret FY23 Financial Performance In millions of US dollars 1 Note: Intercompany results represent sales between Crop Care and Brazil Ag Retail segments (1) USD/BRL average period exchange rate used to translate our results to USD: 4.952 for FY4Q23, 5.193 for FY3Q23, 5.280 for FY1H 23, 4.924 for FY4Q22, 5.226 for FY3Q22, 5.570 for FY1H22 1,310 1,665 138 130 FY22 FY23 1,448 1,795 +24% Inputs Grains 188.8 246.0 35.9 37.9 22.7 53.8 FY22 - 5.9 FY23 247.5 331.9 +34% 69.9 111.9 14.4 17.4 7.3 28.1 - 7.7 FY22 FY23 91.6 149.8 +64% 1,184 1,502 220 233 121 62 - 19 FY22 - 61 FY23 1,448 1,795 +24% Intercompany / Corporate² Crop Care Latam Ag Retail Brazil Ag Retail As % of Inputs revenue 18.9% 19.9% 6.3% 8.3% Revenue Gross Profit Adjusted EBITDA

 

Appendix

 

 

10 Highly confidential and trade secret Summary of Financial Results for 4Q23 and FY23 ( 1 ) USD/BRL average period exchange rate used to translate our results to USD : 4 . 952 for FY 4 Q 23 , 5 . 193 for FY 3 Q 23 , 5 . 280 for FY 1 H 23 , 4 . 924 for FY 4 Q 22 , 5 . 226 for FY 3 Q 22 , 5 . 570 for FY 1 H 22 Key Financial Metrics 4Q22 4Q23 Chg. % FY22 FY23 Chg. % Revenue by Segment 227.8 265.5 17 % 1,447.9 1,794.9 24 % Brazil Ag Retail 149.5 197.2 32 % 1,184.2 1,502.1 27 % Latam Ag Retail 63.7 61.8 - 3 % 220.2 233.1 6 % Crop Care 13.5 10.6 - 21 % 62.4 120.8 94 % Intercompany 1.1 (4.1) (18.9) (61.1) Revenue by Category 227.8 265.6 17 % 1,448.0 1,794.8 24 % Inputs revenue 180.7 217.0 20 % 1,310.5 1,664.6 27 % Grains revenue 47.1 48.6 3 % 137.5 130.2 - 5 % Gross Profit 37.0 46.9 27 % 247.5 332.0 34 % Brazil Ag Retail 21.6 26.3 22 % 188.8 246.1 30 % Latam Ag Retail 10.3 9.4 - 9 % 35.9 38.0 6 % Crop Care 5.1 8.1 59 % 22.7 53.8 137 % Intercompany – 3.1 0.1 (5.9) Gross Margin 16.2 % 17.7% 150 bps 17.1 % 18.5 % 140 bps Gross Margin (% of Inputs) 20.5 % 21.6% 110 bps 18.9 % 19.9 % 100 bps SG&A excl. D&A (59.1) (55.5) (166.6) (205.1) Other operating income (expense) 4.4 5.0 10.5 (53.0) EBITDA (17.7) (3.6) - 80 % 91.4 73.9 - 19 % (+) Nasdaq listing expenses – – – 61.5 (+) Other non - recurring items 1.4 6.0 0.2 14.5 Adjusted EBITDA (16.3) 2.4 n.m. 91.6 149.8 64 % Adjusted EBITDA Margin % - 7.2 % 0.9 % 810 bps 6.3 % 8.3 % 200 bps Adjusted EBITDA Margin (% of Inputs) - 9.0 % 1.1 % 1,010 bps 7.0 % 9.0 % 200 bps D&A (6.9) (8.1) (27.3) (32.4) Finance income (costs) (17.0) (28.2) (42.4) (119.2) Income taxes, current and deferred 14.6 20.6 (4.6) 34.0 Net profit (27.0) (19.3) n.m. 17.1 (43.7) n.m. Adjusted net profit (25.6) (13.3) n.m. 17.3 32.3 87 % In millions of US dollars 1 11 Highly confidential and trade secret Pro Forma Financial Results 1 Highlights of Pro Forma Results 4Q22 4Q23 Chg.

 

% FY22 FY23 Chg. % (in millions of US dollars) Pro forma Revenue by Segment 331.8 338.8 2 % 1,756.5 1,938.4 10% Pro forma Gross Profit 58.3 63.0 8 % 306.1 359.4 17 % Pro forma Gross Margin 17.6% 18.6% 100 bps 17.4% 18.5% 110 bps Pro forma Adjusted EBITDA 4.5 13.4 298% 131.5 167.9 1% Pro forma Adjusted EBITDA Margin % 1.4% 4.0% 260 bps 7.5% 8.7% 120 bps (1) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period presented and the prior year (rather than just the partial “stub period” contribution) . Pro Forma Revenues represent fully combined revenues, which include revenues from non - controlling minority shareholders . Note that the Pro Forma results displayed here include the historical financial contribution of recently acquired Referencia , and hence will not be comparable to the Pro Forma financials in the 20 - F which exclude Referencia . (2) USD/BRL average period exchange rate used to translate our results to USD : 4 . 952 for FY 4 Q 23 , 5 . 193 for FY 3 Q 23 , 5 . 280 for FY 1 H 23 , 4 . 924 for FY 4 Q 22 , 5 . 226 for FY 3 Q 22 , 5 .

 

570 for FY 1 H 22 In millions of US dollars 2 12 Highly confidential and trade secret Reconciliation of Adjusted EBITDA and Pro Forma Adjusted EBITDA Reconciliation of Adjusted EBITDA 4Q22 4Q23 FY22 FY23 Net Profit/Loss for the Period (27.1) (19.5) 17.1 (43.8) (+) Finance income (costs) 17.0 28.2 42.4 119.2 (+) Income taxes, current and deferred (14.6) (20.6) 4.6 (34.0) (+) Depreciation and amortization 6.1 8.2 22.3 27.2 (+) Fair value of inv. sold from acquired companies 0.9 0.2 5.0 5.1 (+) M&A expenses 0.9 0.8 3.0 2.1 (+) Gain on bargain purchases — — (3.3) — (+) Nasdaq Listing expenses — — — 61.5 (+) Stock - based compensation — 0.5 — 2.8 (+) DeSPAC related bonus — 0.9 — 5.8 (+) Related party consultancy services 0.5 3.8 0.5 3.8 Adjusted EBITDA (16.3) 2.5 91.6 149.7 (/) Revenue 227.8 265.5 1,448.0 1,794.8 Adjusted EBITDA Margin % - 7.2% 0.9% 6.3% 8.3% Reconciliation of Pro Forma Adjusted EBITDA 4Q22 4Q23 FY22 FY23 Pro forma Net Profit/Loss for the Period (11.2) (15.6) 45.9 (34.6) (+) Pro forma finance income (costs), net 16.6 33.2 45.9 124.7 (+) Pro forma income taxes current and deferred (11.0) (18.5) 10.2 (31.0) (+) Pro forma depreciation and amortization 7.5 7.6 24.2 27.4 (+) M&A expenses 0.9 0.6 5.0 5.2 (+) Fair value of inv. sold from acquired companies 1.3 0.7 3.0 2.1 (+) Gain on bargain purchases — — (3.3) — (+) Nasdaq Listing expenses — — — 61.5 (+) Pro forma stock - based compensation — 0.5 — 2.9 (+) Pro forma DeSPAC related bonus — 0.9 — 5.8 (+) Pro forma related party consultancy services 0.5 3.8 0.5 3.8 Pro forma Adjusted EBITDA 4.6 13.2 131.4 167.8 (/) Pro forma revenue 331.8 338.8 1,756.5 1,929.4 Pro forma Adjusted EBITDA Margin % 1.4 % 3.9% 7.5% 8.7% ( 1 ) USD/BRL average period exchange rate used to translate our results to USD : 4 . 952 for FY 4 Q 23 , 5 . 193 for FY 3 Q 23 , 5 . 280 for FY 1 H 23 , 4 . 924 for FY 4 Q 22 , 5 . 226 for FY 3 Q 22 , 5 .

 

570 for FY 1 H 22 In millions of US dollars 1 13 Highly confidential and trade secret Reconciliation of Adjusted Profit (Loss) Reconciliation of Adjusted Net Profit 4Q22 4Q23 FY22 FY23 Profit/Loss for the Period (27.0) (19.3) 17.1 (43.7) (+) M&A expenses 0.9 0.8 3.0 2.1 ( - ) Gain on bargain purchases — — (3.3) — (+) Nasdaq Listing expenses — — — 61.5 (+) Stock Option Plan — 0.5 — 2.8 (+) DeSPAC bonus — 0.9 — 5.8 (+) Related party consultancy services 0.5 3.8 0.5 3.8 Adjusted Net Profit/Loss (25.6) (13.3) 17.3 32.3 (/) Revenue 227.8 265.5 1,448.0 1,794.8 Adjusted Net Profit/Loss Margin % - 11.2 % - 5.0 % 1.2 % 1.8 % ( 1 ) USD/BRL average period exchange rate used to translate our results to USD : 4 . 952 for FY 4 Q 23 , 5 . 193 for FY 3 Q 23 , 5 . 280 for FY 1 H 23 , 4 . 924 for FY 4 Q 22 , 5 . 226 for FY 3 Q 22 , 5 . 570 for FY 1 H 22 In millions of US dollars 1

 

EX-99.1 4 dp202138_ex9903.htm EXHIBIT 99.1

Exhibit 99.3

 

 

 

 

Content

 
Consolidated financial statements  
Consolidated statement of financial position 1
Consolidated statement of profit or loss 3
Consolidated statement of comprehensive income or loss 4
Consolidated statement of changes in equity 5
Consolidated statement of cash flows 6

 

1.   Background information 7
2.   Significant accounting policies 9
3.   Summary of significant accounting policies 15
4.   Segment information 18
5.   Cash equivalents 22
6.   Trade receivables 22
7.   Financial instruments 23
8.   Financial and capital risk management 26
9.   Inventories 34
10.   Taxes recoverable 34
11.   Commodity forward contracts – Barter transactions 35
12.   Advances to suppliers 37
13.   Right-of-use assets and lease liabilities 37
14.   Property, plant and equipment 41
15.   Intangible assets 43
16.   Impairment testing of non-financial assets 45
17.   Trade payables 46
18.   Borrowings 47
19.   Obligations to FIAGRO quota holders 49
20.   Payables for the acquisition of subsidiaries 50
21.   Acquisition of subsidiaries 50
22.   Accounting considerations related to the SPAC Transaction 60
23.   Income taxes 63
24.   Provisions for contingencies 67
25.   Advances from customers 67
26.   Related parties 68
27.   Equity 69
28.   Revenue from contracts with customers 75
29.   Costs and expenses by nature 77
30.   Finance income (costs) 80
31.   Other operating (expenses) income, net 80
32.   Non-cash transactions 80
33.   Subsequent events 81

 

 


 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of

Lavoro Limited

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statement of financial position of Lavoro Limited (Lavoro or the Company) as of June 30, 2023 and 2022, the related consolidated statement of profit or loss, comprehensive income or loss, changes in equity and cash flows for each of the three years in the period ended June 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 


SPAC Transaction

 

Description of the Matter

 

As discussed in Notes 1(a) and 22 to the consolidated financial statements, the Company consummated on February 28, 2023, a corporate reorganization as a result of the SPAC Transaction between Lavoro and TPB Acquisition Corp. The transaction was accounted for as a capital reorganization in accordance with IFRS 2, Share-based Payment, being TPB Acquisition Corp. identified as the “acquired” company and Lavoro as the accounting “acquirer”. As a result, on the date the corporate reorganization was consummated Lavoro received assets and assumed liabilities to certain of its shareholders of TPB Acquisition Corp. The amount of R$319,554 thousand representing the excess of fair value of Lavoro’s ordinary shares issued over the fair value of TPB Acquisition Corp identifiable net assets acquired represents a compensation for the service of a stock exchange listing for its shares and was registered in the statement of profit and loss as listing expenses incurred.

 

Auditing this transaction was specially challenging due to the complexity of the transaction in determining the accounting acquirer and assess it as a corporate reorganization, the significant amounts involved in the determination of the value of the listing expenses, including the Monte Carlo simulation used by management to determine the fair value of equity instruments, and accounting treatment of the financial instruments related to this transaction.

 

How We Addressed the Matter in Our Audit

 

Our audit procedures included, among others, assessing the terms of the agreements related to the SPAC transaction, assessing management`s evaluation for determining the accounting acquirer, assessing the classification and valuation of financial instruments such as warrants and forward purchase agreement and the Company's calculations of listing expense. We also involved our valuation specialists to assist in evaluating the Company's use of a Monte Carlo simulation for valuing the vesting and unvested founder shares.

 

We also evaluated the corresponding disclosures in Notes 1(a) and 22.

 

Goodwill impairment test

 

Description of the Matter

 

As of June 30, 2023, the carrying amount of goodwill in the Company’s statement of financial position is R$546,665 thousand. As discussed in Note 16 to the consolidated financial statements, the Company performs goodwill impairment testing at the cash generating unit (CGU) level annually to assess whether there is an indicator of impairment.

 

Auditing the Company’s annual goodwill impairment test was complex and highly judgmental due to the significant estimation required to determine the value in use of the CGUs utilizing a discounted cash flows model. In particular, the value in use estimate was sensitive to significant assumptions, such as changes in the revenue growth rate, operating margin and discount rate, which are affected by expectations about future market or economic conditions and those related to sales of each of the Company’s CGUs.

 

 


How We Addressed the Matter in Our Audit

 

We evaluated management’s assumptions by performing audit procedures that included, among others, comparing the significant assumptions used by management to current market and economic trends and evaluated whether changes to the Company’s assumptions would affect the value in use. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions, such as revenue growth rate and discount rate, to evaluate the changes in the value in use of the cash generating units that would result from changes in the assumptions. We also involved our valuation specialists in assessing valuation methodology used by the Company, to assist in testing the discount rate used and to recalculate the discounted cash flows.

 

We also assessed the adequacy of the related disclosures in Note 16.

 

 

/s/ ERNST & YOUNG Auditores Independentes S/S Ltda.

 

ERNST & YOUNG

Auditores Independentes S/S Ltda.

 

We have served as the Company's auditor since 2020. São Paulo, Brazil

 

October 31, 2023

 

 

Consolidated statement of financial position  

  

As of June 30, 2023 and 2022 

(In thousands of Brazilian reais - R$, except if otherwise indicated)

    Notes   2023   2022
             
Assets            
Current assets            
  Cash equivalents   5   564,294   254,413
  Trade receivables   6   2,667,057   1,794,602
  Inventories   9   1,868,204   1,749,041
  Taxes recoverable   10   57,001   93,725
  Derivative financial instruments   8   40,410   7,677
  Commodity forward contracts   11   114,861   32,800
  Advances to suppliers   12   192,119   383,257
  Other assets       32,701   60,165
             
Total current assets       5,536,646   4,375,680
             
Non-current assets            
  Restricted cash   22   139,202   1,344
  Trade receivables   6   41,483   39,751
  Other assets       8,390   2,473
  Judicial deposits       8,820   3,887
  Right-of-use assets   13   173,679   140,179
  Taxes recoverable   10   282,903   50,937
  Deferred tax assets   23   329,082   200,986
  Property, plant and equipment   14   196,588   146,205
  Intangible assets   15   807,192   724,321
             
Total non-current assets       1,987,339   1,310,083
             
Total assets       7,523,984   5,685,763

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  1

Consolidated statement of financial position  

  

As of June 30, 2023 and 2022 

(In thousands of Brazilian reais - R$, except if otherwise indicated)

    Notes   2023   2022
             
Liabilities            
Current liabilities            
  Trade payables   17   2,575,701   2,301,700
  Trade payables – Supplier finance   17(c)   26,157   -
  Lease liabilities   13   85,865   69,226
  Borrowings   18   922,636   681,217
  Obligations to FIAGRO quota holders   19   150,018   -
  Payables for the acquisition of subsidiaries   20   221,509   111,684
  Derivative financial instruments   8   44,008   7,121
  Commodity forward contracts   11   207,067   27,038
  Salaries and social charges       223,376   187,285
  Taxes payable       37,105   34,216
  Dividends payable       1,619   411
  Warrant liabilities   22   36,446   -
  Advances from customers   25   488,578   320,560
  Other liabilities       34,388   95,893
             
Total current liabilities       5,054,473   3,836,351
             
Non-current liabilities            
  Trade payables   17   2,547   -
  Lease liabilities   13   98,554   86,027
  Borrowings   18   42,839   29,335
  Payables for the acquisition of subsidiaries   20   53,700   52,747
  Provision for contingencies   24   8,845   2,966
  Liability for FPA Shares   22   139,133   -
  Other liabilities       223   1,119
  Taxes payable       963   -
  Deferred tax liabilities   23   12,351   7,491
             
Total non-current liabilities       359,155   179,685
             
Equity / Net investment   27        
Net investment from the parent       -   1,451,647
Share Capital       591   -
Additional Paid-in Capital       2,134,339   -
Capital reserve       14,533   -
Other comprehensive loss       (28,634)   -
Accumulated losses       (260,710)   -
 Equity attributable to shareholders of the Parent Company / Parent Company's Net investment       1,860,119   1,451,647
Non-controlling interests       250,238   218,080
Total equity / net investment       2,110,357      1,669,727
             
Total liabilities and equity / net investment       7,523,984      5,685,763

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  2

Consolidated statement of profit or loss

  

For the years ended June 30, 2023, 2022 and 2021 

(In thousands of Brazilian reais - R$, except if otherwise indicated)

 

    Notes   2023   2022   2021
                 
                 
Revenue   28   9,347,413   7,746,534   5,098,545
Cost of goods sold   29   (7,616,606)   (6,421,037)   (4,362,657)
                 
Gross profit       1,730,807   1,325,497   735,888
                 
Operating expenses                
Sales, general and administrative expenses   29   (1,228,128)   (1,022,388)   (619,506)

Other operating

 

(expenses) income, net

 

  31   (275,810)   56,759   15,618
                 
Operating profit       226,869   359,868   132,000
                 
Finance Income (costs)                
Finance income   30   371,060   426,933   227,099
Finance costs   30   (988,867)   (646,377)   (312,892)
                 
Profit (loss) before income taxes       (390,938)   140,424   46,207
                 
 Income taxes                
Current   23   37,499   (111,409)   (61,676)
Deferred   23   134,757   78,747   37,000
                 
Profit (loss) for the year       (218,682)   107,762   21,531
                 
Attributable to:                
Net investment of the parent/ Equity holders of the parent       (260,710)   78,170   38,390
Non-controlling interests       42,028   29,592   (16,859)
                 
Earnings (loss) per share                
Basic, profit (loss) for the year attributable to net investment of the parent/ equity holders of the parent   27   (2.29)   0.69   0.34
Diluted, profit (loss) for the year attributable to net investment of the parent/ equity holders of the parent   27   (2.29)   0.69   0.34

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  3

Consolidated statement of comprehensive income or loss 

  

For the years ended June 30, 2023, 2022 and 2021 

(In thousands of Brazilian reais - R$, except if otherwise indicated)

 

 

    2023   2022   2021
             
Profit (loss) for the year   (218,682)   107,762   21,531
Items that may be reclassified to profit or loss in subsequent years            
Exchange differences on translation of foreign operations   (30,600)   (34,263)   (16,436)
             
Total comprehensive (loss) income for the year   (249,282)   73,499   5,095
             
Attributable to:            
Net investment of the parent/ equity holders of the parent   (289,344)   45,630   22,346
Non-controlling interests   40,062   27,869   (17,251)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  4

Consolidated statement of changes in equity 

  

For the years ended June 30, 2023, 2022 and 2021 

(In thousands of Brazilian reais - R$, except if otherwise indicated)

 

 

  Notes Net investment of the Parent   Share Capital   Additional
Paid-in
Capital
  Share-Based Compensation reserve   Acumulated gain/losses   Foreign currency
translation
reserve
  Total   Non-controlling interest   Total
Equity/ Net
Investment
                                     
At June 30, 2020   787,707   -   -   -   -   -   787,707   68,922   856,629
                                     
Capital contributions  27 554,735   -   -   -   -   -   554,735   100,350   655,085
Acquisition of non-controlling interests 27 (22,071)   -   -   -   -   -   (22,071)   (57,422)   (79,493)
Acquisition of subsidiaries 21 2,789   -   -   -   -   -   2,789   28,065   30,854
Profit for the year   38,390   -   -   -   -   -   38,390   (16,859)   21,531
Exchange differences on translation of foreign operations   (16,436)   -   -   -   -   -   (16,436)   -   (16,436)
                                     
At June 30, 2021   1,345,114   -   -   -   -   -   1,345,114   123,056   1,468,170
                                     
Capital contributions 27  190,003   -   -   -   -   -   190,003   12,422   202,425
Dividends paid   (131,979)   -   -   -   -   -   (131,979)   (1,090)   (133,069)
Acquisition of non-controlling interests 27  (3,257)   -   -   -   -   -   (3,257)   (31,094)   (34,351)
Acquisition of subsidiaries  21 6,136   -   -   -   -   -   6,136   86,917   93,053
Profit for the year   78,170   -   -   -   -   -   78,170   29,592   107,762
Exchange differences on translation of foreign operations   (32,540)   -   -   -   -   -   (32,540)   (1,723)   (34,263)
                                     
At June 30, 2022   1,451,647   -   -   -   -   -   1,451,647   218,080   1,669,727
                                     
Capital contributions 27 60,880   -   -   -   -   -   60,880   -   60,880
Acquisition of non-controlling interests 27 (64,711)   -   -   -   -   -   (64,711)   (36,176)   (100,887)
Non-controlling dilution on capital contributions 27 (7,475)   -   -   -   -   -   (7,475)   7,475   -
Dividends paid   -   -   -   -   -   -   -   (3,485)   (3,485)
Acquisition of subsidiaries 21 8,809   -   -   -   -   -   8,809   14,389   23,198
Share-based payments 27 12,112   -   -   -   -   -   12,112   -   12,112
Profit for the period   209,310   -   -   -   -   -   209,310   54,579   263,889
Exchange differences on translation of foreign operations   (27,481)   -   -   -   -   -   (27,481)   (1,007)   (28,488)
                                     
Pre reorganization   1,643,091   -   -   -   -   -   1,643,091   253,855   1,896,946
                                     
Changes in parent company's net investment 27  (1,643,091)   514   1,464,083   12,112   209,310   (42,928)   -       -
SPAC merger transaction 22  -   77   670,256   -   -   -   670,333       670,333
Exchange differences on translation of foreign operations   -   -   -   -   -   14,294   14,294   763   15,057
Loss for the period   -   -   -   -   (470,020)   -   (470,020)   (12,550)   (482,570)
Share-based payment 27  -   -   -   2,421   -   -   2,421       2,421
Acquisition of subsidiaries 21  -   -   -   -   -   -   -   8,169   8,169
                                     
At June 30, 2023   -   591   2,134,339   14,533   (260,710)   (28,634)   1,860,119   250,238   2,110,357

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  5

Consolidated statement of cash flows

  

For the years ended June 30, 2023, 2022 and 2021 

(In thousands of Brazilian reais - R$, except if otherwise indicated)

 

 

    Notes   2023   2022   2021
                 
Operating activities:                
Profit (loss) before income taxes       (390,938)   140,424   46,207
Adjustments to reconcile profit (loss) for the year to net cash flow:                
Allowance for expected credit losses   29   36,769   27,393   11,094
Listing expense   31   319,554   -   -
Foreign exchange diferences       (10,955)   1,957   (12,759)
Accrued interest expenses   30   844,885   594,076   295,169
Interest arising from revenue contracts   30   (250,337)   (407,449)   (204,744)
Loss (gain) on derivatives   30   (79,375)   26,323   4,883
Interest from tax benefits   30   (27,153)   -   -
Other finance loss, net   30   24,122   22,440   12,042
Fair value on commodity forward contracts   30   98,674   (9,200)   (6,337)
Amortization of intangibles   29   67,927   57,607   29,717
Amortization of right-of-use assets   29   56,236   51,203   17,997
Depreciation   29   16,408   9,697   5,717
Losses and damages of inventories   29   19,127   23,339   9,808
Gain on bargain purchase       -   (18,295)   -
Provisions for contingencies       5,879   (11,998)   (3,564)
Share-based payment expense   27   14,533   -   -
Others       (2,681)   (26,495)   (7,484)
                 
Changes in operating assets and liabilities:                
Assets                
Trade receivables       (608,550)   19,563   262,671
Inventories       49,745   (721,602)   5,745
Advances to suppliers       191,138   74,542   (201,351)
Derivative financial instruments       (32,732)   (7,677)   -
Taxes recoverable       (66,345)   (41,685)   (23,374)
Other receivables       77,567   (6,765)   4,493
Liabilities                
Trade payables       (117,567)   273,611   (316,575)
Advances from customers       106,903   (207,440)   187,035
Derivative financial instruments       116,262   (24,328)   (14,250)
Salaries and social charges       36,091   91,540   46,363
Taxes payable       (3,360)   (39,463)   25,518
Other payables       (66,051)   (2,237)   25,051
                 
Interest paid on borrowings   18   (95,739)   (7,401)   (30,424)
Interest paid on trade payables and lease liabilities       (346,749)   (360,665)   (208,938)
Interest paid on acquisition of subsidiary       (4,875)   (14,907)   (2,797)
Interest received from revenue contracts       206,430   310,967   179,796
Income taxes paid       (76,775)   (76,546)   (85,682)
                 
Net cash flows from (used in) operating activities       108,068   (259,471)   51,027
                 
Investing activities:                
Acquisition of subsidiary, net of cash acquired   20 and 21   (157,442)   (198,305)   (280,374)
Additions to property, plant and equipment and intangible assets       (65,376)   (47,697)   (34,940)
Proceeds from the sale of property, plant and equipment       2,084   1,309   4,242
                 
Net cash flows used in investing activities       (220,734)   (244,693)   (311,072)
                 
Financing activities:                
Proceeds from borrowings   18   1,449,445   615,984   466,280
Repayment of borrowings     18   (1,456,017)   (299,613)   (472,909)
Payment of principal portion of lease liabilities   13    (60,570)   (45,814)   (7,957)
Proceeds from FIAGRO quota holders, net of transaction costs   19   150,018   -   -
Trade payables – Supplier finance   17(c)   16,569   -   -
Dividend payments       (2,277)   (139,512)   -
Proceeds from SPAC merger, net   22   391,572   -   -
Acquisition of non-controlling interests   27   (100,887)   (34,351)   (79,493)
Capital contributions   27   60,880   202,425   655,085
                 
Net cash flows provided by financing activities       448,733   299,119   561,006
                 
Net increase (decrease) in cash equivalents       336,068   (205,045)   300,961
Net foreign exchange difference       (26,187)   -   -
                 
Cash equivalents at beginning of year       254,413   459,458   158,497
                 
Cash equivalents at end of year       564,294   254,413   459,458

 

The accompanying notes are an integral part of the consolidated financial statements

 

  6

Notes to the consolidated financial statements

  

(In thousands of Brazilian reais - R$, except if otherwise indicated)

 

 

1. Background information

 

Lavoro Limited is a Cayman Island exempted company incorporated on August 22, 2022.

 

Lavoro Limited is a public company listed with the US Securities and Exchange Commission (“SEC”) and its shares are traded on Nasdaq Global Select Market under ticker symbol “LVRO”.

 

Lavoro Limited (“Lavoro” and collectively with its subsidiaries, the “Group”) is one of the main agricultural input distribution platforms in Latin America, with relevant agricultural input distribution operations in Brazil and Colombia, and an early stage agricultural input trading company in Uruguay. Also, as a result of a verticalization strategy, the Group produces agricultural biological and special fertilizers products through its own facilities. The Group offers farmers a complete portfolio of products and services with the goal of helping farmer customers succeed by providing multi-channel support.

 

As of June 30, 2023, the Group is controlled by investment funds, managed by general partners which are ultimately controlled by Patria Investments Limited (the “Parent” or “Patria”), a manager of alternative assets with its shares listed on the NASDAQ.

 

(a) The SPAC Transaction

 

On September 14, 2022, Lavoro and TPB Acquisition Corporation I (“TPB Acquisition Corp.”), a special purpose acquisition company sponsored by The Production Board LLC, signed an agreement pursuant to which they entered into a definitive business combination agreement (the “Business Combination Agreement”) that resulted in Lavoro becoming a U.S. publicly listed company on the NASDAQ Global Market.

 

The SPAC Transaction was approved at an extraordinary general meeting of TPB Acquisition Corp’s shareholders on February 22, 2023.

 

On February 28, 2023, as a result of the SPAC Transaction Lavoro and TPB Acquisition Corp consummated a corporate reorganization, as further explained below, pursuant to which (i) Lavoro Agro Limited’s shareholders contributed their shares in Lavoro Agro Limited to Lavoro in exchange of Lavoro’s shares at a pre-determined exchange ratio, becoming Lavoro’s controlling shareholders (ii) TPB Acquisition Corp’s shareholders contributed the net assets of TPB Acquisition Corp, which primarily consisted of cash and marketable securities held in the trust account and certain public and private warrants liabilities in exchange of Lavoro’s shares, becoming Lavoro’s non-controlling shareholders.

 

See Note 22 for further information.

 

  7

Table of Contents 

  

Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) Corporate reorganizations

 

The Group’s operations include the operations of the following entities (i) Lavoro Agro Holding S.A. and its subsidiaries (“Lavoro Holding”) which was incorporated in 2017 and is domiciled in the city of São Paulo, Brazil, (ii) Crop Care Holding S.A., and its subsidiaries (“Crop Care”) which was incorporated in 2018 and is domiciled in the city of São Paulo, Brazil and (iii) Lavoro Colombia S.A.S. and its subsidiaries (“Lavoro Colombia”) which was incorporated in 2021 and is domiciled in the city of Bogotá, Colombia.

 

In January 2023, as part of the SPAC Transaction, a corporate reorganization was completed whereby Lavoro Brazil, Crop Care and Lavoro Colombia were contributed to, and became subsidiaries of Lavoro Agro Limited, a Cayman Islands exempted company with limited liability which was incorporated on November 21, 2021, to become the holding company of all the operations of the Group.

 

As mentioned above, following the consummation of the SPAC Transaction, Lavoro became the parent company of Lavoro Agro Limited and the holding company of all the operations of the Group.

 

(c) The Group’s business

 

The Group initiated its operations in 2017 and has expanded mainly through mergers and acquisitions in the distribution of agricultural inputs such as crop protection products, fertilizers, seeds and specialty inputs (foliar fertilizers, biologicals, adjuvants and organominerals) and its production through its proprietary portfolio of products under the crop care segment.

 

Through Crop Care, the Group operates as an importer of post-patent agricultural inputs and producer of specialties products through its own factories’ manufacturing plants. The inputs produced are delivered through the Group’s own distribution channels and by means of direct sales to customers.

 

The Group operates in Brazil, Colombia and Uruguay in the agricultural input distribution market through its own stores and sells agricultural inputs and products, in particular fertilizers, seeds and pesticides. The Group’s customers are rural producers that operate in the production of cereals, mainly soybeans and corn, in addition to cotton, citrus and fruit and vegetable crops, among others.

 

Seasonality

 

Agribusiness is subject to seasonality throughout the year, especially due to the crop cycles that depend on specific weather conditions. Operations, especially in Brazil, have unique weather conditions compared to other countries producing agricultural commodities, making it possible to harvest two to three crops in the same area per year. Thus, considering that the activities of the Group’s customers are directly related to crop cycles, which are seasonal in nature, revenues and cash flows from sales may also be substantially seasonal.

 

The sale of our products is dependent upon planting and growing seasons, which vary from year to year, and are expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability. Demand for our products is typically strongest between October and December, with a second period of strong demand between January and March. The seasonality of agricultural inputs results in our sales volumes and net sales typically being the highest during the period between September to February and our working capital and total debt requirements typically being the highest just after the end of this period.

   

 

  8

Table of Contents 

  

Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(d) Other relevant events

 

· Acquisitions

 

The Group concluded several business acquisitions during the year ended June, 30, 2023, for which the total consideration was R$302,468 including cash, amounts payable in installments and issuance of shares. These acquisitions are further described in Note 21. Additionally, the Group completed an acquisition subsequent to June 30, 2023, which are described in note 33.

 

· Ongoing armed conflict between Russia and Ukraine

 

As a result of the current geopolitical tensions and conflict between Russia and Ukraine, and the recent recognition by Russia of the independence of the self-proclaimed republics of Donetsk and Luhansk in the Donbas region of Ukraine, the governments of the United States, the European Union, Japan and other jurisdictions have recently announced the imposition of sanctions on certain industry sectors and parties in Russia, Belarus and the regions of Donetsk and Luhansk, as well as enhanced export controls on certain products and industries. These and any additional sanctions and export controls, as well as any counter responses by the governments of Russia or other jurisdictions, could adversely affect, directly or indirectly, the global supply chain, with negative implications on the availability and prices of agricultural commodities and raw materials (including petrol, which would affect the price of agricultural inputs), energy prices, and Group’s customers, as well as the global financial markets and financial services industry and the global supply chain in general.

 

From a supply point of view, Brazil is highly dependent on fertilizer imports, and Russia and Belarus hold a market share in Brazilian soil fertilizer imports of approximately 26% to 30%, respectively (a share which is higher for potash-based products). The Group currently buys all of the Group’s fertilizers from suppliers based in Brazil, but most of the Group’s fertilizer suppliers import or have imported, to some degree, from sources in Russia and Belarus. Fertilizers represented approximately 21% of Group’s net revenues in the year ended June 30, 2023 (and 20% of Group’s net revenues in the year ended June 30, 2022). In addition, fertilizer prices, which had already risen before the conflict, have continued to rise, which has led producers to delay purchase negotiations. Despite such supply risk, the Group does not expect material shortages of fertilizers.

 

The Group does not believe that fertilizer supply challenges will cause any material adverse effects on the Group's business during the upcoming crop year, given that the Group has already delivered substantially all soy and corn fertilizer for the crop year.

 

2. Significant accounting policies

 

(a) Basis for preparation of consolidated financial statements - Predecessor method

 

Lavoro became the Group’s legal holding company through the corporate reorganization described in Note 1 (b). Such corporate reorganization was recorded at book value since it is a transaction under common control.

 

Under IFRS there is no specific guidance applicable to business combinations of entities under common control, as IFRS 3 excludes business combinations between such entities from its scope.

 

  9

Table of Contents 

  

Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Due to the lack of specific guidance the Group has established an accounting policy as required by IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors. In doing so, the Group considered guidance of other standards-setting bodies that use a similar conceptual framework to develop accounting standards as well as the accounting practices of entities subject to those standards such as the United States of America and the United Kingdom.

 

As a result, the Group accounted for the corporate reorganizations using the predecessor method of accounting, and the consolidated financial statements are presented “as if” the historical consolidated operations of Lavoro Brazil, Crop Care and Lavoro Colombia were the predecessor of Lavoro. Under the predecessor method, the historical operations of the Group prior to the corporate reorganizations are deemed to be those of Lavoro. Thus, these consolidated financial statements reflect:

 

· the historical operating results and financial position of Lavoro Brazil, Crop Care and Lavoro Colombia on a combined basis prior to the corporate reorganizations

 

· the assets and liabilities of Lavoro Brazil, Crop Care and Lavoro Colombia at their historical cost; and

 

· Lavoro’s earnings per share for all years presented. The number of ordinary shares issued by Lavoro, as a result of the corporate reorganization, is reflected retroactively for the purposes of calculating earnings per share in all prior years presented.

 

The consolidated financial statements as of June 30, 2023 and 2022 and for the year ended June 30, 2023, 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”).

 

The Group has prepared the financial statements on the basis that it will continue to operate as a going concern. The Directors consider that there are no material uncertainties that may cast significant doubt over this assumption. They have formed a judgement that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the end of the reporting period.

 

The consolidated financial statements have been prepared under the historical cost basis, except for financial assets and financial liabilities (including commodity forward contracts and derivative instruments) at fair value through profit or loss.

 

The consolidated financial statements are presented in Brazilian reais (“BRL” or “R$”), which is the Group’s functional and presentation currency. All amounts are rounded to the nearest thousand (R$000), except when otherwise indicated.

 

On October 31, 2023, the issuance of the consolidated financial statements was approved by the Group’s Board of Directors.

 

  10

Table of Contents 

  

Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) Significant accounting judgments, estimates and assumptions

 

Use of critical accounting estimates and judgments

 

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, revenues, income and expenses. These estimates are based on management’s experience and knowledge, information available at the reporting date and other factors, including expectations of future events that are believed to be reasonable under normal circumstances. Any changes in facts and circumstances may lead to a revision of these estimates. Actual results could differ from these estimates.

 

The estimates and assumptions are revised on an ongoing basis. Revisions to estimates are recognized on a forward-looking basis. The significant estimates and judgments applied by the Group in the preparation of these consolidated financial statements are presented in the following notes:

 

Note Significant estimates and judgments
11 Commodity forward contract
16 Impairment testing of non-financial assets
21 Business combination
22 SPAC Transaction
23 Deferred income taxes recoverability

 

(c) Basis of combination/consolidation procedures

 

Lavoro’s fiscal year end is June 30. The consolidated financial statements are prepared for the same reporting periods, using consistent accounting policies.

 

All unrealized intra-group and intercompany balances, transactions, gains and losses relating to transactions between group companies were eliminated in full.

 

The consolidated financial statements include the following subsidiaries of Lavoro Limited:

 

      Equity interest
Name Core activities Location 2023 2022 2021
Corporate:          
Lavoro Agro Limited (i) Holding George Town – Cayman Island 100% - -
Lavoro America Inc. (i) Holding California - USA 100%    

  

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Lavoro Merger Sub II Limited (i) Holding George Town – Cayman Island 100% - -
Lavoro Agro Cayman II (i) Holding George Town – Cayman Island 100% - -
Lavoro Latam SL (i) Holding Madrid - Spain 100% - -
Malinas S.A. (i) Holding Montevideu – Uruguay 100% - -
Lavoro Brazil:          
Lavoro Agro Holding S.A. Holding São Paulo – Brazil 100% 100% 100%
Lavoro Agrocomercial S.A. (viii) Distributor of agricultural inputs Rondonópolis – Brazil 97.42% 97.42% 91.65%
Agrocontato Comércio e Representações de Produtos Agropecuários S.A. (viii) Distributor of agricultural inputs Sinop – Brazil 97.42% 97.42% 91.65%
PCO Comércio, Importação, Exportação e Agropecuária Ltda. (viii) Distributor of agricultural inputs Campo Verde – Brazil 97.42% 97.42% 91.65%
Agrovenci Distribuidora de Insumos Agrícolas Ltda. (MS) (ii) (v) Distributor of agricultural inputs Chapadão do Sul – Brazil 93.11% 86.22% -
Produtiva Agronegócios Comércio e Representação Ltda. (v) Distributor of agricultural inputs Paracatu – Brazil 87.40% 87.40% -
Facirolli Comércio e Representação S.A. (Agrozap) (v) Distributor of agricultural inputs Uberaba – Brazil 62.61%- 62.61% -
Agrovenci Comércio, Importação, Exportação e Agropecuária Ltda. (viii) Distributor of agricultural inputs Campo Verde – Brazil 97.42% 97.42% 91.65%
Central Agrícola Rural Distribuidora de Defensivos Ltda. (viii) Distributor of agricultural inputs Vilhena – Brazil 97.42% 97.42% 91.65%
Distribuidora Pitangueiras de Produtos Agropecuários S.A. (viii) Distributor of agricultural inputs Ponta Grossa – Brazil 93.11% 86.22% 86.22%
Produtec Comércio e Representações S.A. (viii) Distributor of agricultural inputs Cristalina – Brazil 87.4% 87.40% 72.42%
Qualiciclo Agrícola S.A. (viii) Distributor of agricultural inputs Limeira – Brazil 66.75% 61.00% 61.00%
Desempar Participações Ltda. (viii) Distributor of agricultural inputs Palmeira – Brazil 93.11% 86.20% 86.20%
Denorpi Distribuidora de Insumos Agrícolas Ltda. (viii) Distributor of agricultural inputs Palmeira – Brazil 93.11% 86.20% 86.20%

   

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Deragro Distribuidora de Insumos Agrícolas Ltda. (viii) Distributor of agricultural inputs Palmeira – Brazil 93.11% 86.20% 86.20%
Desempar Tecnologia Ltda. (viii) Holding Palmeira – Brazil 93.11% 86.20% 86.20%
Futuragro Distribuidora de Insumos Agrícolas Ltda. (viii) Distributor of agricultural inputs Palmeira – Brazil 93.11% 86.20% 86.20%
Plenafértil Distribuidora de Insumos Agrícolas Ltda. (viii) Distributor of agricultural inputs Palmeira – Brazil 93.11% 86.20% 86.20%
Realce Distribuidora de Insumos Agrícolas Ltda. (viii) Distributor of agricultural inputs Palmeira – Brazil 93.11% 86.20% 86.20%
Cultivar Agrícola Comércio, Importação e Exportação S.A. (viii) Distributor of agricultural inputs Chapadão do Sul – Brazil 93.11% 63.47% 63.47%
América Insumos Agrícolas Ltda. (iii) Distributor of agricultural inputs Sorriso – Brazil - 97.42% 91.65%
Integra Soluções Agrícolas Ltda. (iv) Distributor of agricultural inputs Catalão – Brazil - 87.4% 72.42%
Nova Geração (v) (viii) Distributor of agricultural inputs Pinhalzinho – Brazil 66.75% 61.00% -
Floema Soluções Nutricionais de Cultivos Ltda. (v) Distributor of agricultural inputs Uberaba – Brazil 62.61% - -
Casa Trevo Participações S.A. (v) Holding Nova Prata – Brazil 79.14% - -
Casa Trevo Comercial Agrícola LTDA. (v) Distributor of agricultural inputs Nova Prata – Brazil 79.14% - -
CATR Comercial Agrícola LTDA (v) Distributor of agricultural inputs Nova Prata – Brazil 79.14% - -
Sollo Sul Insumos Agrícolas Ltda (v) Distributor of agricultural inputs Pato Branco – Brazil 93.11% - -
Dissul Insumos Agrícolas Ltda. (v) Distributor of agricultural inputs Pato Branco – Brazil 93.11% - -
Lavoro Agro Fundo de Investimento nas Cadeias Produtivas Agroindustriais (vi) FIAGRO São Paulo – Brazil 5% - -
Lavoro Colômbia:          
Lavoro Colombia S.A.S. (viii) Holding Bogota  – Colombia 94.90% 94.90% -
Crop Care Colombia (viii) Distributor of agricultural inputs Bogota - Colombia 94.90% 94.90% 100%

    

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Agricultura y Servicios S.A.S. (viii) Distributor of agricultural inputs Ginebra - Colombia 94.90% 94.90% 97.61%
Fertilizantes Liquidos y Servicios S.A.S. (vii) Distributor of agricultural inputs Cali - Colombia - - 97.61%
Grupo Cenagro S.A.S. (v) Distributor of agricultural inputs Yumbo – Colombia 94.90% 94.90% -
Cenagral S.A.S (v) Distributor of agricultural inputs Yumbo – Colombia 94.90% 94.90% -
Grupo Gral S.A.S. (viii) Distributor of agricultural inputs Bogota - Colombia 94.90% 94.90% 100%
Agrointegral Andina S.A.S. (viii) Distributor of agricultural inputs Bogota  – Colombia 94.90% 94.90% 100%
Servigral Praderas S.A.S. (viii) Distributor of agricultural inputs Bogota  – Colombia 94.90% 94.90% 100%
Agroquímicos para la Agricultura Colombiana S.A.S. (viii) Distributor of agricultural inputs Bogota  – Colombia 94.90% 94.90% 100%
Provecampo S.A.S. (v) Distributor of agricultural inputs Envigado  – Colombia 94.90% - -
Crop Care:          
Crop Care Holding S.A. Holding São Paulo – Brazil 100% 100% 100%
Perterra Insumos Agropecuários S.A. Private label products São Paulo – Brazil 100% 100% 100%
Araci Administradora de Bens S.A. Private label products São Paulo – Brazil 100% 100% 100%
Union Agro S.A. (v) Private label products Pederneiras – Brazil 73% 73.00% -
Agrobiológica Sustentabilidade S.A. Private label products São Paulo – Brazil 65.13% 65.13% 65.13%
Agrobiológica Soluções Naturais Ltda. Private label products Leme – Brazil 65.13% 65.13% 65.13%
Cromo Indústria Química LTDA. (v) Private label products Estrela - Brasil 70% - -
Perterra Trading S.A. Private label products Montevideu - Uruguay 100% 100% -

 

(i) Refers to entities of the reorganization, see note 1.b.

(ii) Agrovenci Distribuidora de Insumos Agrícolas Ltda. was incorporated in August 2021.

(iii) América Insumos Agrícolas Ltda. was merged with another entity within the Group in November 2022.

(iv) Integra Soluções Agrícolas Ltda. was merged with another entity within the Group in May 2023.

(v) See note 21 of Acquisitions of subsidiaries.

(vi) Lavoro Agro Fundo de Investimentos nas Cadeias Produtivas Agroindustriais - Direitos Creditórios was incorporated in July 2022. (see Note 19).

(vii) Fertilizantes Liquidos y Servicios S.A.S. was merged with another entity within the Group in May 2022.

(viii) Changes in non-controlling interests were described in note 27 of Equity.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

3. Summary of significant accounting policies

 

The significant accounting policies applied in the preparation of the consolidated financial statements have been included in the related explanatory notes and are consistent in all reporting years.

 

(a) New accounting standards, interpretations and amendments adopted starting July 1, 2020:

 

The following new accounting standards, interpretations and amendments were adopted starting July 1, 2020:

 

Reference to the Conceptual Framework – Amendments to IFRS 3;

 

Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16;

 

IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time Adopter;

 

IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities;

 

IAS 41 Agriculture – Taxation in fair value measurements; and

 

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37.

 

The adoption of these new standards and interpretations did not have a material effect on the consolidated financial statements.

 

(b) New accounting standards, interpretations and amendments issued but not yet effective

 

Some accounting standards and interpretations have been issued, but are not yet effective.

 

The Group has not early adopted any of these standards and does not expect these standards to have a material impact on the financial statements in subsequent periods.

 

New and amended standards and interpretations issued, but not yet effective up to the date of the issuance of the Group’s consolidated financial statements are as follows:

 

Amendments to IAS 1: Classification of Liabilities as Current or Non-current;

 

Definition of Accounting Estimates - Amendments to IAS 8;

 

Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2.

 

Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to IAS 12: requires the recognition of deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. It will apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities. The amendment should be applied to transactions that occur on or after the beginning of the earliest comparative period presented.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The Group intends to adopt these new standards, amendments and interpretations, if applicable, when they become effective; and the Group does not expect them to have a material impact on the financial statements, except for the Amendment to IAS 12, which the Group is currently evaluating.

 

(c) Foreign currency

 

(i) Functional currency and presentation

 

The consolidated financial statements are presented in Brazilian reais (“R$”), which is the Group’s functional currency.

 

The Group determines the functional currency of each of the consolidated entities. Items included in the financial statements of each entity are measured using that functional currency. The functional currency for the majority of the Group’s entities is the Brazilian real (Brazil Cluster and Crop Care Cluster – see Note 4), except for the companies in Colombia, whose functional currency is the Colombian peso (COP$).

 

For consolidation, the operations in Colombia are translated into Brazilian reais, as follows:

 

(i) Assets and liabilities are translated into Reais at the closing exchange as of the reporting date;

(ii) Profit or loss items are translated at the average monthly exchange rate; and

(iii) Exchange differences arising on translation are recognized in other comprehensive income.

 

On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is reclassified to profit or loss. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising from the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange as of the reporting date.

 

(j) Transactions and balances

 

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

 

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange as of the reporting date. Differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss.

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in other comprehensive income or profit or loss are also recognized in other comprehensive income or profit or loss, respectively).

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(d) Current versus non-current classification

 

The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:

 

Expected to be realized or intended to be sold or consumed in the normal operating cycle;

Held primarily for the purpose of trading;

Expected to be realized within twelve months after the reporting period; or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

 

All other assets are classified as non-current.

 

A liability is current when:

 

It is expected to be settled in the normal operating cycle;

It is held primarily for the purpose of trading;

It is due to be settled within twelve months after the reporting period; or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

 

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

 

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

 

(e) Statement of cash flows

 

In 2023, cash outflows related to acquisitions of non-controlling interests are classified under net cash flows provided by financing activities and interest paid on acquisitions of subsidiary is classified under net cash flows from (used in) operating activities. In 2022 and 2021, both amounts were classified under net cash flows used in investing activities.

 

While the effect of the change in classification of those cash flows from investing to financing and operating activities is not material, management has retrospectively revised those periods for comparison purposes.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The retrospective changes in the comparative periods can be summarized as follows:

 

                              2022
   

Originally

presented

 

Effects of

Change in

classification

 

After

change in

classification

             
Acquisition of subsidiary, net of cash acquired   (213,212)   14,907   (198,305)
Acquisition of non-controlling interests   (34,351)   34,351   -
Net cash flows used in investing activities   (293,951)   49,258   (244,693)
Acquisition of non-controlling interests   -   (34,351)   (34,351)
Net cash flows provided by financing activities 333,470   (34,351)   299,119
Interest paid on acquisition of subsidiary   -   (14,907)   (14,907)
Net cash flows used in operating activities   (244,564)   (14,907)   (259,471)

 

                               2021
   

Originally

presented

 

Effects of

Change in

classification

 

After

change in

classification

             
Acquisition of subsidiary, net of cash acquired   (283,171)   2,797   (280,374)
Acquisition of non-controlling interests   (79,493)   79,493   -
Net cash flows used in investing activities   (393,362)   82,290   (311,072)
Acquisition of non-controlling interests   -   (79,493)   (79,493)
Net cash flows provided by financing activities 640,499   (79,493)   561,006
Interest paid on acquisition of subsidiary   -   (2,797)   (2,797)
Net cash flows from operating activities   53,824   (2,797)   51,027

 

4. Segment information

 

(a) Reportable segments by management

 

The chief operating decision-maker of the Group (the “CODM”) is the board of directors which is responsible for allocating resources among operating segments and assessing their performance and for making strategic decisions.

 

The determination of the reportable segments is based on internal reports reviewed by the CODM, which include considerations in relation to risks and returns, organizational structure, etc. Certain expenses across segments are allocated based on reasonable allocation criteria, such as revenues or historical trends.

 

The Group’s reportable segments are the following:

 

Brazil Cluster: includes companies located in Brazil that sell agricultural inputs;

LATAM Cluster: includes companies located in Colombia that sell agricultural inputs;

Crop Care Cluster: includes companies that produce and import their own portfolio of proprietary products including off-patent crop protection and specialty products (e.g, biologicals and special fertilizers).

 

The CODM used information on a pro forma basis giving effect of the acquisitions completed during the year to assess the segment performance. Starting March 31, 2023, the CODM used historical segment financial information. Segment information for prior years has been recast for comparative purposes.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) Financial information by segment

 

Segment assets and liabilities as of June 30, 2023:  

Description   Brazil   LATAM   Crop Care   Total reportable segments  

Corporate

(i)

 

Eliminations between

segments (ii)

  Consolidated
Certain assets                            
Cash equivalents   207,744   22,003   95,585   325,332   238,962   -   564,294
Trade receivables   2,194,853   343,745   242,391   2,780,989   -   (72,449)   2,708,540
Inventories   1,547,384   202,239   151,289   1,900,912   -   (32,708)   1,868,204
Advances to suppliers   176,831   2,266   13,088   192,185   -   (66)   192,119
                             
Total assets   5,926,380   683,894   680,294   7,290,568   449,779   (216,363)   7,523,984
                             
Certain liabilities                            
Trade payables   2,304,043   309,828   46,506   2,660,377   455   (56,427)   2,604,405
Borrowings   824,868   71,562   69,045   965,475   -   -   965,475
Advances from customers   478,313   7,020   3,245   488,578   -   -   488,578
                             
Total liabilities and equity   5,926,380   683,894   680,294   7,290,568   449,779   (216,361)   7,523,984

(i) Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.

(ii) Transactions between the Crop Care segment and the Brazil segment.

 

Statement of profit or loss data for the year ended June 30, 2023: 

Description   Brazil   LATAM   Crop Care   Total reportable segments  

Corporate

(i)

 

Eliminations between

segments (ii)

  Consolidated
Revenue   7,829,305   1,206,341   632,819   9,668,465   -   (321,052)   9,347,413
Cost of goods sold   (6,543,315)   (1,009,721)   (351,914)   (7,904,950)   -   288,344   (7,616,606)
Sales, general and administrative expenses (iii)   (951,888)   (120,936)   (151,741)   (1,224,565)   (3,563)   -   (1,228,128)
Other operating income, net   48,135   (1,640)   1,511   48,007   (323,817)   -   (275,810)
Financial (costs) income   (525,056)   (15,371)   (48,415)   (588,842)   (28,965)   -   (617,807)
Income taxes   208,331   (22,263)   (24,932)   161,136   -   11,120   172,256
                             
Profit (loss) for the year   65,512   36,410   57,328   159,250   (356,344)   (21,588)   (218,682)
                             
Depreciation and amortization   (142,139)   (11,792)   (13,555)   (167,486)   -   -   (167,486)
(i) Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.

(ii) Sales between the Crop Care segment and the Brazil segment.

(iii) Sales, general and administrative expenses include Depreciation and amortization.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Segment assets and liabilities as of June 30, 2022: 

Description   Brazil   LATAM   Crop Care   Total reportable segments  

Eliminations between

segments (i)

  Combined
Certain assets                        
Cash equivalents   195,343   16,951   42,119   254,413   -   254,413
Trade receivables   1,379,808   324,152   170,868   1,874,828   (40,475)   1,834,353
Inventories   1,451,541   174,532   122,968   1,749,041   -   1,749,041
Advances to suppliers   354,163   1,202   30,799   386,164   (2,907)   383,257
                         
Total assets   4,602,679   619,238   508,331   5,730,248   (44,485)   5,685,763
                         
Certain liabilities                        
Trade payables   1,988,518   311,612   42,035   2,342,165   (40,465)   2,301,700
Borrowings   588,403   39,755   82,394   710,552   -   710,552
Advances from customers   318,404   164   3,502   322,070   (1,510)   320,560
                         
Total liabilities and equity   4,602,679   619,238   508,332   5,730,248   (44,485)   5,685,763
(i) Transactions between the Crop Care segment and the Brazil segment.

 

Statement of profit or loss data for the year ended June 30, 2022: 

Description   Brazil   LATAM   Crop Care   Total reportable segments

Eliminations between

segments (i)

  Combined
Revenue   6,351,223   1,166,415   332,239   7,849,877   (103,343)   7,746,534
Cost of goods sold   (5,336,991)   (975,756)   (211,633)   (6,524,380)   103,343   (6,421,037)
Sales, general and administrative expenses (ii)   (809,144)   (120,902)   (92,342)   (1,022,388)   -   (1,022,388)
Other operating income, net   42,608   (6,081)   20,232   56,759   -   56,759
Financial (costs) income   (217,277)   (9,639)   7,472   (219,444)   -   (219,444)
Income taxes   3,973   (20,865)   (15,770)   (32,662)   -   (32,662)
                         
Profit for the year   34,392   33,172   40,198   107,762   -   107,762
                         
Depreciation and amortization   (127,675)   (11,295)   (6,543)   (145,513)   -   (145,513)
(i) Sales between the Crop Care segment and the Brazil segment.

(ii) Sales, general and administrative expenses include Depreciation and amortization.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Statement of profit or loss data for year ended June 30, 2021:

 

Description   Brazil   LATAM   Crop Care   Total reportable segments  

Eliminations between

segments (i)

  Combined
                         
Revenue   4,198,570   858,837   46,850   5,104,257   (5,712)   5,098,545
Cost of goods sold   (3,653,813)   (704,738)   (9,818)   (4,368,369)   5,712   (4,362,657)
Sales, general and administrative expenses (ii)   (476,578)   (101,081)   (41,847)   (619,506)   -   (619,506)
Other operating income, net   13,363   184   2,071   15,618   -   15,618
Financial (costs) income   (68,772)   (13,524)   (3,497)   (85,793)   -   (85,793)
Income taxes   (8,412)   (15,538)   (726)   (24,676)   -   (24,676)
                         
Profit for the year   4,358   24,140   (6,967)   21,531   -   21,531
                         
Depreciation and amortization   (85,518)   (4,519)   (2,930)   (92,967)   -   (92,967)
(i) Sales between the Crop Care segment and the Brazil segment.

(ii) Sales, general and administrative expenses include Depreciation and amortization.

 

Revenues from external customers for each product and service are disclosed in Note 28. Further breakdown in relation to products and services provided by the Group is not available and such information cannot be produced without unreasonable effort.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

5. Cash equivalents

 

Accounting policy

 

Cash equivalents are comprised of short-term highly liquid investments with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

 

    Annual yield   2023   2022
             
             
Cash equivalents (R$)   77% CDI (i)   304,292   237,462
Cash equivalents (COP)   13,25% DTF(ii)   22,003   16,951
Cash equivalents (US$)   3.65% a year(iii)   237,999   -
             
Total cash equivalents       564,294   254,413

(i) Represents the Brazilian interbank deposit rate, which is an average of the overnight interbank rates in Brazil (the "CDI").

(ii) Colombian investment rate, which is an average of interbank and corporate finance ("DTF").

(iii) Average annualized yield obtained in the last year from overseas bank accounts.

 

6. Trade receivables

 

Accounting policy

 

Trade receivables correspond to amounts receivable from customers for the sale of goods or services in the ordinary course of the Group’s business.

 

A receivable is recognized if an amount of consideration that is unconditional is due from the customer (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in Note 7.

 

    2023    2022
         
 Trade receivables (Brazil)   2,525,845   1,639,637
 Trade receivables (Colombia)   370,767   345,830
 (-) Allowance for expected credit losses (188,072)             (151,114)
         
 Total   2,708,540   1,834,353
         
 Current   2,667,057   1,794,602
 Non-current   41,483   39,751

 

The average effective interest rate used to discount trade receivables for the year ended June 30, 2023 was 0.96% per month (1.00% as of June 30, 2022). The Group does not have any customer that represents more than 10% of its trade receivables or revenues.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

As of June 30, 2023, the Group also transferred trade receivables to the FIAGRO in the amount of R$167,278. There were no trade receivables transferred as of June 30, 2022.

 

As the Group has retained the risks and rewards of ownership, these amounts were not derecognized from trade receivables. Consequently, the liability resulting from these operations is recorded as obligations to FIAGRO quota holders (note 19).

 

Allowance for expected credit losses

 

    2023       2022   2021
             
Opening balance   (151,114)   (111,969)   (89,173)
Increase in allowance   (36,769)   (27,393)   (11,094)
Allowance for credit losses from acquisitions   (11,702)   (16,274)   (12,623)
Trade receivables write-off   9,500   3,492   3,058
Exchange rate translation adjustment   2,013   1,030   (2,137)
             
Ending balance (i)   (188,072)   (151,114)   (111,969)
(i) The credit risk of the Group is described in note 8.b.

 

The aging analysis of trade receivables is as follow:

 

    2023   2022
         
Not past due   2,089,543   1,534,224
         
Overdue        
  1 to 60 days   169,556   93,436
  61 to 180 days   359,958   240,320
  181 to 365 days   90,734   7,157
  Over 365 days   186,821   110,398
  Allowance for expected credit losses   (188,072)   (151,182)
         
    2,708,540   1,834,353

 

7. Financial instruments

 

Accounting policy

 

Initial recognition and measurement

 

(i)    Financial assets

 

Financial assets are classified at initial recognition and subsequently measured at amortized cost or fair value through profit or loss.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

 

In order for a financial asset to be classified and measured at amortized cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

 

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows.

 

Subsequent measurement

 

For purposes of subsequent measurement, Group’s financial assets are classified in following categories:

 

• Financial assets at amortized cost 

• Financial assets at fair value through profit or loss

 

Financial assets at amortized cost

 

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

 

Financial assets at fair value through profit or loss

 

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss.

 

Derecognition

 

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired.

 

Impairment

 

The Group recognizes an allowance for expected credit losses for trade receivables, which is the only debt instrument not held at fair value through profit or loss.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(ii)       Financial liabilities:

 

The Group classifies its financial liabilities in the following categories: (i) measured at amortized cost and (ii) fair value through profit or loss. Financial liabilities classified as fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as fair value through profit or loss. Financial liabilities are derecognized when contractual obligations are withdrawn, canceled, or expired. The difference between the extinguished book value and the consideration paid (including transferred assets or assumed liabilities) is recognized in the statement of income.

 

The Group’s financial instruments were classified according to the following categories:

 

    2023
    Amortized cost   Fair value through profit or loss
Assets:        
Trade receivables   2,708,540   -
Commodity forward contracts   -   114,861
Derivative financial instruments   -   40,410
Restricted cash   139,202   -
         
Total   2,847,742   155,271
         
Liabilities:        
Trade payables   2,578,248   -
Lease liabilities   184,419   -
Borrowings   965,475   -
Obligations to FIAGRO quota holders   150,018   -
Payables for the acquisition of subsidiaries   275,209   -
Derivative financial instruments   -   44,008
Salaries and social charges   223,376   -
Commodity forward contracts   -   207,067
Dividends payable   1,619   -
Warrant liabilities   -   36,446
Liability for FPA Shares   139,133   -
         
Total   4,517,497   287,521

  

 

    2022
    Amortized cost   Fair value through profit or loss
Assets:        
Trade receivables   1,834,353   -
Commodity forward contracts   -   32,800
Derivative financial instruments   -   7,677
Restricted cash   1,344   -
         
Total   1,835,697   40,477
         
Liabilities:        
Trade payables   2,301,700   -
Lease liabilities   155,253   -
Borrowings   710,552   -
Payables for the acquisition of subsidiaries   164,431   -
Derivative financial instruments   -   7,121
Salaries and social charges   187,285   -
Commodity forward contracts   -   27,038
Dividends payable   411   -
         
Total   3,519,632   34,159

 

The Group considers that assets and liabilities measured at amortized cost, have a carrying value approximate to their fair value and, therefore, information on their fair values is not presented.

 

(a) Hierarchy of fair value

 

The Group uses various methods to measure and determine fair value (including market approaches and income or cost approaches) and to estimate the value that market participants would use to price the asset or liability. Financial assets and liabilities carried at fair value are classified and disclosed within the following fair value hierarchy levels:

 

Level 1 - Quoted prices (unadjusted) in active, liquid and visible markets, for identical assets and liabilities that are readily available at the measurement date;

 

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

 

Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

 

All financial instruments accounted for at fair value are classified as level 2, except for the Warrant liability which is classified as level 1. On June 30, 2023 and June 30, 2022, there were no changes in the fair value methodology of the financial instruments and, therefore, there were no transfers between levels.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

8. Financial and capital risk management

 

(a) Considerations on risk factors that may affect the business of the Group

 

The Group is exposed to several market risk factors that might impact its business. The Group’s board of directors is responsible for monitoring these risk factors, as well as establishing policies and procedures to address them. The Group’s risk management structure considers the size and complexity of its activities, which allows for a better understanding of how such risks could impact Group’s strategy through committees and other internal meetings.

 

Currently, the Group is focused on action plans relating to risks that could have a significant impact on its strategic goals, including those required by applicable regulations. To efficiently manage and mitigate these risks, its risk management structure conducts risk identification and assessments to prioritize the risks that are key to pursuing potential opportunities that may prevent value from being created or that may compromise existing value, with the possibility of impacting its results, capital, liquidity, customer relationships and/or reputation.

 

The Group’s risk management strategies were developed to mitigate and/or reduce the financial market risks which it is exposed to, which are as follows:

 

• credit risk 

• liquidity risk 

• capital risk 

• interest rate risk 

• exchange rate risk 

• commodity price risk in barter transactions

 

(b) Credit risk

 

Credit risk is the risk of financial losses if a customer or a counterparty to a financial instrument fails to fulfill its contractual obligations, which arise mainly from the Group’s trade receivables. The Group maintains short-term investments and derivatives with financial institutions approved by its management according to objective criteria for diversification of such risk.

 

The Group seeks to mitigate its credit risk related to trade receivables by setting forth credit limits for each counterparty based on the analysis of its credit management process. Such credit exposure determination is performed considering the qualitative and quantitative information of each counterparty. The Group also focuses on the diversification of its portfolio and monitors different solvency and liquidity indicators of its counterparties. In addition, primarily for receivables in installments, the Group monitors the balance of allowances for expected credit losses. (see Note 6)

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The main strategies on credit risks management are listed below:

 

· creating credit approval policies and procedures for new and existing customers.

· extending credit to qualified customers through a review of credit agency reports, financial statements and/or credit references, when available.

· reviewing existing customer accounts every twelve months based on the credit limit amounts.

· evaluating customer and regional risks.

· obtaining guarantees through the endorsement of rural producer notes (“CPR”), which give physical ownership of the relevant agricultural goods in the event of the customer’s default.

· establishing credit approval for suppliers in case of payments in advance.

· setting up provisions using the lifetime expected credit loss method considering all possible default events over the expected life of a financial instrument. Receivables are categorized based on the number of overdue days and/or a customer’s credit risk profile. Estimated losses on receivables are based on known troubled accounts and historical losses. Receivables are considered to be in default and are written off against the allowance for credit losses when it is probable that all remaining contractual payments due will not be collected in accordance with the terms of the agreement.

· requiring minimum acceptable counterparty credit ratings from financial counterparties.

· setting limits for counterparties or credit exposure; and

· developing relationships with investment-grade counterparties.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The current credit policy sets forth credit limits for customers based on credit score analysis made by the Group’s credit management area. Such score is determined considering the qualitative and quantitative information related to each customer, resulting in a rating classification and a level of requirement of guarantees as follows:

 

            % Of guarantees required on sales
Credit rating   % Customers   Risk classification   Medium-sized farmers (i)   Other
AA & A   18%   Very small   80-90%   0%
B   49%   Medium   100%   30%
C & D   15%   High   100%   60%
Simplified   18%   Small farmers   N/A   N/A
(i) Medium-sized farmers ranging between 100 and 10,000 hectares in planted acreage that are typically not serviced directly by agricultural input producers.

 

For Colombia there is a similar credit scoring process, however, guarantees are not required based on credit ratings but instead based on qualitative factors such as relationships and past experiences with customers.

 

Maximum exposure to credit risk as of June 30, 2023 and June 30, 2022:

 

     2023   2022
         
         
Trade receivables (current and non-current)   2,708,539    1,834,353
Advances to suppliers   192,119    383,257
         
    2,900,658   2,217,610

 

(c) Liquidity risk

 

The Group defines liquidity risk as the risk of financial losses if it is unable to comply with its payment obligations in connection with financial liabilities settled in cash or other financial assets in a timely manner as they become due. The Group’s approach to managing this risk is to ensure that it has sufficient cash available to settle its obligations without incurring losses or affecting the operations. Management is ultimately responsible for managing liquidity risk, which relies on a liquidity risk management model to manage funding requirements and liquidity in the short, medium and long term.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The Group’s cash position is monitored by its senior management, through management reports and periodic performance meetings. The Group also manages its liquidity risk by maintaining reserves, bank credit facilities and other borrowing facilities deemed appropriate, through ongoing monitoring of forecast and actual cash flows, as well as through the combination of maturity profiles of financial assets and liabilities.

 

The following maturity analysis of the Group’s financial liabilities and gross settled derivative financial instruments contracts (for which the cash flows are settled simultaneously) is based on the expected undiscounted contractual cash flows from the year end date to the contractual maturity date:

 

    2023
   Up to 1 year   From 1 to 5 years   Total
            
Trade payables 2,765,354   2,547   2,767,901
Lease liabilities 91,419   111,304   202,723
Borrowings 982,318   48,382   1,030,700
Obligations to FIAGRO quota holders 159,722   -   159,722
Payables for the acquisition of subsidiaries 224,689   55,242   279,931
Commodity forward contracts 210,040   -   210,040
Derivative financial instruments 44,639   -   44,639
Salaries and social charges 226,583   -   226,583
Dividends payable 1,642   -   1,642
Warrant liabilities 36,446   -   36,446
Liability for FPA Shares -   139,133   139,133
           
  4,742,851   356,608   5,099,459

 

   2022
   Up to 1 year   From 1 to 5 years   Total
            
Trade payables 2,377,256   -   2,377,256
Lease liabilities 72,228   93,487   165,715
Borrowings 709,266   31,751   741,017
Payables for the acquisition of subsidiaries 114,540   55,444   169,984
Commodity forward contracts 27,729   -   27,729
Derivative financial instruments 7,303   -   7,303
Salaries and social charges 188,083   -   188,083
Dividends payable 422   -   422
           
  3,496,827   180,682   3,677,509

 

(d) Capital risk

 

The Group manages its capital risk through its leverage policy to ensure its ability to continue as a going concern and to maximize the return of its stakeholders by optimizing its balances of debt and equity.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The Group's strategy is to maintain the net debt up to 2.2 times the adjusted EBITDA which was achieved by the Group as of June 30, 2023 and 2022.

 

(e) Interest rate risk

 

Fluctuations in interest rates, such as the Brazilian interbank deposit rate, which is an average of interbank overnight rates in Brazil, and Colombian investment rate, which is an average of interbank and financial corporation loans, may have an effect on the cost of the Group’s borrowings and new borrowings.

 

The Group periodically monitors the effects of market changes in interest rates on its financial instruments portfolio. Funds raised by the Group are used to finance working capital for each crop season and are typically raised at short term conditions.

 

As of June 30, 2023 and June 30, 2022, the Group had no derivative financial instruments used to mitigate interest rate risks.

 

(i) Sensitivity analysis – exposure to interest rates

 

To mitigate its exposure to interest rate risk, the Group uses different scenarios to evaluate the sensitivity of variations transactions impacted by the CDI Rate and IBR Rate. The Scenario 1 represents the impact on booked amounts considering the most current (September 2023) CDI Rate and IBR Rate and reflects management’s best estimates. The Scenario 2 and Scenario 3 consider an appreciation of 25% and 50% in such market interest rates, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.

 

The following table sets forth the potential impacts on the statements of profit or loss:

 

   2023
      Expense on profit or loss
  Current Index   Scenario 1   Scenario 2   Scenario 3
               
Floating rate borrowings in Brazil CDI Rate (12.65%)   149,124   177,153   205,183
Floating rate borrowings in Colombia IBR Rate (12.75%)   11,503   13,685   15,866
               
      160,627   190,838   221,049

 

(f) Exchange rate risk

 

The Group is exposed to foreign exchange risk arising from its operations related to agricultural inputs, mainly related to the U.S. dollar, which significantly impacts global prices of agricultural inputs in general. Although all purchases and sales are conducted locally, certain purchase and sales contracts are indexed to the U.S. dollar.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The Group’s current commercial department seeks to reduce this exposure. Its marketing department is responsible for managing pricing tables and commercial strategies to seek a natural hedge between purchases and sales and to match currency and terms to the greatest extent possible.

 

The Group’s corporate treasury department is responsible for monitoring the forecasted cash flow exposure to the U.S. dollar, and whenever any mismatches as to terms and currencies are identified, non-deliverable forwards derivative financial instruments are purchased to offset these exposures, and therefore fulfill internal policy requirements. U.S. dollar exposure is managed by macro hedging through the analysis of the forecasted cash flow for the next two harvests. The Group may not have any leveraged derivative position.

 

The Group’s exchange rate exposure monitoring committee meets periodically across the commercial, treasury and corporate business departments. There are also committees on purchase valuation and business intelligence for the main goods traded by the Group.

 

The Group does not adopt hedge accounting. Therefore, gains and losses from derivative operations are fully recognized in the statements of profit or loss, as disclosed in Note 30.

 

(i) Sensitivity analysis – exposure to exchange rates

 

To gauge its exposure to exchange rate risk, the Group uses different scenarios to evaluate its asset and liability positions in foreign currency and their potential effects on its results.

 

The Scenario 1 below represents the impact on carrying amounts of the most current (October 2023) market rates for the U.S. dollar (R$5.73 to US$ 1.00). This analysis assumes that all other variables, particularly interest rates, remain constant. The Scenario 2 e Scenario 3 consider the appreciation of the Brazilian real against the US dollar at the rates of 25% and 50%, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.

 

The following table set forth the potential impacts on the statements of profit or loss:

 

   2023
      Effect on profit or loss and
  Current Index    Scenario 1   Scenario 2   Scenario 3
               
Trade receivables in U.S. Dollars  4,7362   (3,692)   48,980   101,652
Trade payables in U.S. Dollars  4,7362    5,747   (76,243)   (158,233)
Borrowings in U.S. Dollars  4,7362   (2,752)   36,501   75,753
               
Net impacts on commercial operations     (697)   9,238   19,172
               
Derivative financial instruments  4,7362   646   (8,557)   (17,760)
               
Total impact, net of derivatives     (51)   681   1,412

  

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(g) Commodity prices risk in barter transactions

 

In all barter transactions mentioned in Note 11, the Group uses future commodity market price as the reference to value the quantities of commodities included in the forward contracts to be delivered by the customers as payment for the Group’s products into currency. The Group uses prices quoted by commodity trading companies to value the grain purchase contracts from farmers. Lavoro enters into grain sale contracts with trading companies or forward derivatives with financial institutions to sell those same grains, at the same price of the purchased contracts with farmers. As such, the Group strategy to manage its exposure to those commodity prices by entering into the purchase and sale contracts at similar conditions.

 

These transactions are conducted by a corporate department which manages and controls such contracts as well as the compliance of Group’s policies.

 

(i) Sensitivity analysis – exposure to commodity price

 

To gauge its exposure to commodity price risk, the Group uses different scenarios to evaluate its asset and liability positions on commodity forward contracts in soybean and corn and their potential effects on its results.

 

The “current risk” scenario below represents the impact on carrying amounts as of June 30, 2023, with assumptions described in Note 11. The other scenarios consider the appreciation of main assumptions at the rates of 25% and 50%, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.

 

As of June 30, 2023:

 

  Tons   Position   Current Risk (i)   Average of contract prices   Current Market (R$/bag)   +25% current   +50% current
                                   
Position                     Market   Impact   Market   Impact
                                   
Corn 2023 248,796   Purchased   (140,542)   67.42   35.34   44.18   (35,136)   53.01   (70,271)
Corn 2023 (248,999)   Sold   54,190   48.39   34.96   43.70   13,548   52.44   27,095
Soybean 2024 449,847   Purchased   (634)   127.86   127.95   159.94   (159)   191.93   (317)
Soybean 2024 (145,915)   Sold   4,449   143.80   145.71   182.14   1,112   218.57   2,225
Corn 2024 54,433   Purchased   (9,499)   55.35   43.11   53.89   (2,375)   64.67   (4,750)
Corn 2024 (6,500)   Sold   (170)   47.44   49.28   61.60   (43)   73.92   (85)
Net exposure on grain contracts 351,662   Net purchased   (92,206)               (23,053)       (46,103)
                                   
Soybean 2024 (319,271)   Sold on derivatives   (2,761)       13.25   16,56   (690)   19,86   (1,377)
Corn 2024 (55,645)   Sold on derivatives   11,598       60.24   75,30   2,900   90,36   5,799
Net exposure on derivatives (374,917)   Net sold   8,837               2,210       4,422
                                   
Net exposure (23,255)       (83,369)               (20,843)       (41,681)
(i) The mismatch on current fair value of Commodity forward contracts for Corn 2023 is related to derivatives contracts that were settled in advance for cash management purposes resulting in an income of R$ 80,990 recognized as finance income.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(h) Derivative financial investments

 

The Group is exposed to market risks mainly related to fluctuations in exchange rates and commodity prices. The Group maintains operations with financial instruments of protection to mitigate exposure to these risks. The Group has been implementing and improving the internal controls to identify and measure the effects of transactions with trading companies and with financial institutions, so that such transactions are captured, recognized and disclosed in the consolidated financial statements. The Group does not carry out investments of a nature speculative in derivatives or any other risk assets. Trading derivatives are classified as current assets or liabilities.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

    June 30, 2023   June 30, 2022
         
         
Options (put/call of commodities)   (513)   (5,662)
Forwards (R$/US$) (i)   8,837   (224)
Swap (R$/US$)   (11,922)   6,442
         
Derivative financial instruments, net   (3,598)   556

(i) See note 8 (g) that describe the exposure to commodity prices and volume.

 

9. Inventories

 

Accounting policy

 

Inventories are valued at the lower of cost and net realizable value. The costs of individual items of inventory are determined using weighted average costs less any losses, when applicable.

 

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion (when applicable) and the estimated costs necessary to make the sale.

 

An inventory loss is recognized for inventories that are close to their expiration date and there is no expectation that they will be sold.

 

    2023   2022
         
         
Goods for resale   1,885,941   1,759,227
(-) Allowance for inventory losses   (17,737)   (10,186)
         
Total   1,868,204   1,749,041

 

10. Taxes recoverable

 

    2023   2022
         
         
State VAT (“ICMS”) (i)   78,805   63,671
Brazilian federal contributions (ii)   239,815   59,975
Colombian federal contributions   21,284   21,016
         
Total   339,904   144,662
         
Current   57,001   93,725
Non-current   282,903   50,937
(ii) Refers to the Brazilian value-added tax on sales and services. The Group’s ICMS relates mainly to the purchase of inputs and the Group has the benefit of a reduced ICMS tax rate.

(iii) Includes: a) credits arising from the Brazilian government’s taxes charged for the social integration program (PIS) and the social security program (COFINS), and Brazilian corporate income tax and social contributions. These credits, which are recognized as current assets, will be used by the Group to offset other Federal taxes; b) withholding and overpaid taxes which can be used to settle overdue or future payable federal taxes; c) withholding income tax on cash equivalents which can be used to offset taxes owed at the end of the calendar year, in case of taxable profit, or are carried forward in case of tax loss; and

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Income tax Benefits arising from ICMS deduction

 

During 2022/2023 the Group obtained the benefit of deducting the ICMS benefit explained in item (i) in the income tax calculation. This was applied for the current year tax calculation and for the prior years and generated an income tax credit recorded in the year ended June 30, 2023 in the amount of R$244,717, recorded under “Brazilian federal contributions”.

 

In accordance with Article 30 of Law No. 12,973/2014, the amount of ICMS benefits must be allocated to the fiscal incentive reserve category when there is sufficient profit in each subsidiary. Additionally, under the same law, these tax benefits must be included in the calculation base for Corporate Income Tax (IRPJ) and Social Contribution on Net Profits (CSLL) when dividends are distributed or capital is refunded to the shareholders of the subsidiaries.

 

As of June 30, 2023, the amount of fiscal incentive reserve in the subsidiaries is R$358,834 and the balance of the fiscal benefit not yet allocated due to insufficient profits for this allocation stands at R$680,396. The Group has no intention to make our subsidiaries to distribute the incentive amounts to the parent. In the event of dividend distribution taxation will apply, as per the provisions of tax laws.

 

11. Commodity forward contracts – Barter transactions

 

For certain contracts with customers, the Group carries out term sales of agricultural inputs (e.g., fertilizers, crop chemicals, seeds) in exchange for future delivery of grains, mainly soybeans and corn, at the time of their harvest (“Barter transactions").

 

A contract (grain purchase agreement) is signed between the Group and the customer, pursuant to which Lavoro and the customer agree on an amount of commodity, to be delivered at harvesting, which is equivalent to the total sales price based on the future commodity price on the date in which the contract with the customer is entered into. The customers’ main obligation under this contract is to deliver the agreed upon volume of commodities as payment at a future date.

 

Contemporaneously, the Group enters into a future grain sale agreement with a commodity trading company, pursuant to which the Group is committed to deliver the commodity to be received by the customer under the inputs sales transaction. The Group strategy is to sign this agreement for the same quantity and the same terms of the contract between the Group and its customer. While this physical sale of the grains is not concluded with trading companies, the Group may enter into a derivative contract on commodity and futures exchanges such as CBOT, ICE, or B3, in an equivalent term associated with the physical grain purchases. This aims to mitigate exposure to price fluctuations. Consequently, the Group maintains these derivative contracts to naturally hedge against market volatility. As soon as the physical sale of the grains is concluded, the derivative contracts are promptly liquidated to realize the hedging gains or losses.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

In the event the customer fails to deliver the committed commodity amount upon harvesting, for example due to a significant increase in the commodity price the Group is required to:

 

• purchase the commodity in the spot market and deliver it to the commodity trading company; or 

• pay compensation to the commodity trading company in an amount equal to the difference between the commodity price between the time of delivery and the time of closing of the agreement (“washout risk”).

 

The Group is entitled to charge its customers for any losses arising from the settlement of its obligations above with the commodity trading companies.

 

Even though these agreements are settled physically (grains purchase and sale), under IFRS 9, the Group designates, at initial recognition, such forward contracts as measured at fair value through profit and losses (FVTPL).

 

The fair value of the commodity forward contracts, entered into with the customer and the commodity trading company is estimated based on information available in the market and specific valuation methodologies, and discounted to present value, considering the contractual terms and the current market prices for such commodities. Such contracts are disclosed on a gross basis in the statement of financial position.

 

Critical accounting estimates and judgments

 

Fair value of commodity forward contracts is estimated on a regional basis, and they are based on the commodity prices available at exchange future markets, over the counter premium data quoted by market players and the expected freight costs estimated by the Group considering historical inland freight data.

 

As of June 30, fair value of commodity forward contracts is as follows:

 

    2023   2022
         
Fair value of commodity forward contracts:        
Assets        
Purchase contracts   53,695   16,054
Sale contracts   61,166   16,746
         
    114,861   32,800
Liabilities        
Purchase contracts   (206,881)   (14,995)
Sale contracts   (186)   (12,043)
         
    (207,067)   (27,038)

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The changes in fair value recognized in the statements of profit or loss are in note 30.

 

The main assumptions used in the fair value calculation are as follows:

 

 

Outstanding

Volume (tons)

 

Average of contract prices

R$/Bag

Average Market Prices

(Corn R$/bag (ii); Soybean US$/bu(i))

Soybean market premium

(US$/bu)

Freight

(R$/ton)

 

Purchase Contracts          
Soybean          
As of June 30, 2022 81,379 147.65 14.52 0.4 358.55
As of June 30, 2023 449,847 127.95 13.16 (0.3) 293.65
Corn          
As of June 30, 2022 181,475 67.47 86.95 N/A 381.00
As of June 30, 2023 303,432 65.25 56.04 N/A 282.23
           
Selling Contracts          
Soybean          
As of June 30, 2022 70,191 147.46 14.56 0.5 367.46
As of June 30, 2023 145,915 145.71 13.16 0.0 0.0
Corn          
As of June 30, 2022 114,063 67.45 87.06 N/A 451.83
As of June 30, 2023 255,499 48.36 56.04 N/A 284.59
(i) Market price published by Chicago Board of Trade which is a futures and options exchange in United States.

(ii) Market price published by B3 – Brasil, Bolsa, Balcão which is a futures, options and stock exchange in Brazil.

 

12. Advances to suppliers

 

Advances to suppliers arise from the “Cash purchases” modality, in which the Group advances payments to suppliers of agricultural inputs at the beginning of a harvest and before the actual physical delivery of the products. These advances are short-term and are part of the strategy of formation of margins and guarantee of quality and product supply.

 

13. Right-of-use assets and lease liabilities

 

Accounting policy

 

The Group leases commercial buildings for its administrative functions, retail stores, equipment, and vehicles. In general, lease agreements have a term of three years to eight years, but they may include extension options.

 

Lease terms are individually negotiated and contain differentiated terms and conditions. The lease contracts do not contain restrictive clauses, but the leased assets cannot be used as collateral for loans.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Right of use assets:

 

The Group recognizes right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of ease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

 

Vehicles 3.4 years
Buildings  4.9 years
Machines and equipment  3 years

 

Lease liabilities:

 

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include:

 

fixed payments (including fixed payments in essence, less any incentives from

amounts expected to be paid by the lessee in accordance with residual value guarantees;

payments of fines for lease termination if the lease term reflects the lessee exercising the option to terminate the lease.

 

Lease payments are discounted using the lessee's incremental borrowing rate, which is the rate a lessee would have to pay on a loan to obtain the funds necessary to acquire an asset of similar value in a similar economic environment with equivalent terms and conditions.

 

In determining the incremental borrowing rate, the Group:

 

whenever possible, uses as a starting point rates from recent financing contracts third-party financing, adjusted to reflect changes in financing conditions since such third-party financing was received;

uses a progressive approach that starts from a risk-free interest rate adjusted for credit risk

uses a progressive approach that takes a risk-free interest rate adjusted for credit risk for leases held by the Group with no recent third-party financing; and

makes specific adjustments to the rate, such as to term, country, currency and collateral.

 

Lease payments are allocated between principal and finance expense. Finance expense is recognized in the statement of profit or loss over the lease term to produce a constant periodic rate of interest on the remaining balance of the liability for each year.

 

  

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Payments associated with short-term leases of equipment and vehicles and all and leases of low-value assets are recognized as incurred as an expense in income statement. Short-term leases are those with a term of 12 months or less. Low-value assets include IT equipment, small items of office furniture and other contracts of small value.

 

As of June 30, 2023 and 2022, the Group had no lease agreements with variable lease payments.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(a) Right-of-use assets

 

    Vehicles   Buildings   Machinery and equipment   Total
                 
Cost   74,604   124,594   46,110   245,308
Accumulated depreciation   (28,756)   (60,564)   (15,809)   (105,129)
                 
Balance at June 30, 2022   45,848   64,030   30,301   140,179
                 
Cost    120,052   141,915     73,236     335,203
Accumulated depreciation   (54,560)   (77,732)   (29,232)   (161,524)
                 
Balance at June 30, 2023   65,492   64,183   44,004   173,679

 

5% of the accumulated cost of right-of-use assets as of June 30, 2023 come from business acquisitions occurred during the year ended June 30, 2023.

 

Right-of-use assets amortization expense for the year ended June 30, 2023 was R$ 56,236 (R$50,171 for the year ended June 30, 2022)

 

(b) Lease liabilities

 

    2023   2022
         
Vehicles   68,420   49,588
Buildings   85,839   80,768
Machinery and equipment   30,160   24,897
         
Total   184,419   155,253
         
Current   85,865   69,226
Non-current   98,554   86,027

 

Total interest on lease liabilities incurred for the year ended June 30, 2023 was R$16,977 (R$13,217 for the year ended June 30, 2022).

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

14. Property, plant and equipment

 

Accounting policy

 

Items of property, plant and equipment are measured at historical cost of acquisition or construction, less accumulated depreciation. When significant parts of an item of property, plant and equipment have different useful lives, they are recorded as separate items (major components) of property, plant and equipment. Any gains and losses on the disposal of an item of property, plant and equipment are recognized in the statement of profit or loss. Subsequent costs are capitalized only when it is probable that future economic benefits associated with the expenditure will be earned by the Group.

 

Depreciation is calculated and its residual values estimated, using the straight-line method based on the estimated useful lives of the items. Depreciation is recognized in the statement of profit or loss. Land is not depreciated. The estimated useful lives of property, plant and equipment are as follows:

 

Vehicles 5 years
Building and Improvements  25 years
Machines, equipment and facilities  10 years
Furnitures and fixtures  10 years
Computer equipments  5 years

 

The Group uses an estimated useful life of the assets to depreciate property, plant and equipment. At the end of each fiscal year, this estimate is reviewed and, if necessary, adjusted prospectively.

 

An asset's carrying amount is written down immediately to its recoverable amount when the asset's carrying amount is higher than its estimated recoverable value.

 

Gains and losses on disposals are determined by comparing the proceeds from the sale with the carrying amount and are recognized under "Other (expenses) income, net" in the statement of profit or loss.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(a) Property, plant and equipment balance is as follows:

 

    Vehicles   Lands, buildings and improvements   Machines, equipment and facilities   Furniture and fixtures   Computer equipment   Total
                         
Cost   36,316   99,541   53,699   11,892   4,372   205,820
Accumulated depreciation   (26,208)   (7,968)   (18,581)   (5,031)   (1,827)   (59,615)
                         
Balance at June 30, 2022   10,108   91,573   35,118   6,861   2,545   146,205
                         
Cost   40,851   142,561   75,134   15,610   10,015   284,171
Accumulated depreciation   (31,349)   (14,698)   (26,817)   (7,198)   (7,521)   (87,583)
                         
Balance at June 30, 2023   9,502   127,863   48,317   8,412   2,494   196,588

 

Depreciation expense of property, plant and equipment for the year ended June 30, 2023 was R$16,408 (R$9,697 for the year ended June 30, 2022).

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

15. Intangible assets

 

Accounting policy

 

Intangible assets are recorded at acquisition cost or at the fair value of intangible assets acquired in a business combination and, for finite useful life intangibles, less accumulated amortization calculated using the straight-line method. These intangible assets have useful lives defined based on the useful economic life.

 

The goodwill arising on a business combination is initially measured as the excess of the consideration transferred over the fair value of the net assets acquired (net identifiable assets acquired and liabilities assumed). Subsequent to initial recognition, goodwill is measured at cost, less any accumulated impairment losses, as described in Note 16.

 

The useful lives and methods of amortization of intangibles are reviewed at each balance sheet date and adjusted prospectively, if appropriate.

 

The estimated useful lives of intangible assets for the years ended June 30, 2023 and 2022 are as follows:

 

Customer relationship 9 years
Purchase contacts 4 years
Software and other 5 years

An intangible asset is derecognized upon disposal or when no future economic benefits are expected, and any gain or loss is recognized in the statement of profit or loss when the asset is derecognized.

 

The impairment policy for intangibles is described in note 16.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) Intangible assets balance is as follows:

 

  Goodwill Customer relationship Purchase contracts and brands Software and other Total
Cost:          
At June 30, 2020 259,526 138,179 204 4,599 402,508
           
   Additions - - - 32,015 32,015
   Business combinations 137,190 118,046 14,827 1,966 272,029
           
At June 30, 2021  396,716  256,225  15,031  38,580  706,552
           
Additions - - - 17,793 17,793
Business combinations (i) 71,348 45,922 8,764 - 126,034
Translation adjustment (1,559) (670) (1,949) - (4,178)
Other (ii) (14,531) - - - (14,531)
           
At June 30, 2022 451,974 301,477 21,846 56,373 831,670
           
Additions - - - 5,025 5,025
Business combinations (i) 98,890 50,600 1,207 - 150,698
Other (iii) (3,201) - - - (3,201)
Translation adjustment (998) (666) (48) (10) (1,722)
           
At June 30, 2023 546,665 351,412 23,005 61,388 982,470
           
Amortization:          
At June 30, 2020 - 19,344 4 676 20,024
           
   Amortization for the year - 26,416 1,081 2,221 29,718
           
At June 30, 2021    45,760  1,085  2,897  49,742
           
Amortization for the year - 43,742 5,844 8,021 57,607
           
At June 30, 2022 - 89,502 6,929 10,918 107,349
           
Amortization for the year - 50,263 8,983 8,682 67,928
           
At June 30, 2023  -    139,765 15,912 19,600 175,277
           
At June 30, 2022 451,974 211,975 14,917 45,455 724,321
At June 30, 2023 546,665 211,646 7,093 41,788 807,192

(i) Balances arising from business combinations (Note 21). 

(ii) Balances arising from the adjustment in the purchase price from acquisition of Desempar and Cultivar, which occurred in the year ended June 30, 2021. The consideration for each acquisition was subject to post-closing price adjustments, based on the working capital variations of the purchased company. 

(iii) Balance arising from the adjustment in the purchase price from acquisition of Agrozap, which occurred in the year ended June 30, 2022. The consideration for the acquisition was subject to post-closing price adjustment, based on the working capital variations of the purchased company.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

16. Impairment testing of non-financial assets

 

Accounting policy

 

The carrying amount of the Group’s non-financial assets are reviewed at each reporting date to assess whether there is an indication of impairment. This indication may be due to internal factors arising from the operational efficiency of the assets or external factors due to the macroeconomic scenario and the behavior of the commodity prices and the U.S. dollar. If there is such indication, the recoverable amount of the asset is estimated. The recoverable amount of an asset is defined as the higher of the fair value of the asset and the value in use of its CGU, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

 

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and a provision for impairment is recognized to adjust the carrying amount to its recoverable amount. In assessing value in use, the estimated future cash flow is discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

Impairment losses are recognized in the statement of profit or loss in expense categories consistent with the function of the impaired asset, when applicable. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized, except in the case of goodwill that cannot be reversed in future periods.

 

The Group assessed its business segments by grouping the assets of each region into independent cash-generating units (“CGUs”), which represent the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

 

Critical accounting estimates and judgments

 

The Group determines its cash flows based on the budgets approved by its management, which use the following assumptions: (i) revenue growth rate (ii) margins applied to the cost of sale of its products; and (iii) discount rates that reflect specific risks of each CGU. These assumptions are subject to risks and uncertainties. Therefore, it is possible that changes in circumstances may alter these projections, which may affect the recoverable amount of the assets.

 

Business segments are composed by certain CGUs as follows:

 

Segment   Identified CGUs
LATAM Cluster   Colombia CGU
Brazil Cluster   North CGU, East CGU, South CGU
Crop Care Cluster   Biological products and special fertilizers CGU

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Goodwill arising from business combinations are allocated to the CGUs that benefited from the acquisition and are tested for impairment at that level.

 

The Group consistently monitors whether new CGUs are identified, and whether they are justifiable.

 

The main assumptions used in the impairment test are as follows:

 

Cash-generating unit Revenue growth rate Operating margin average Pre Tax discount rate Recoverable amount
Colombia CGU 15.2% 16.0% 12.0% 854,088
North CGU 11.5% 15.1% 13.2% 1,034,123
East CGU 13.4% 11.6% 13.2% 2,053,650
South CGU 15.6% 21.9% 13.2% 2,212,679
Biological products and special fertilizers CGU 21.2% 24.7% 13.2% 1,643,008

 

As a result of this analysis, the Group did not record any impairment loss. As the value in use of these assets is significantly higher than their carrying amount, there was no reasonably possible change in a key assumption that would trigger any impairment recognition.

 

17. Trade payables

 

Accounting policy

 

Trade payables related to the purchase of goods for resale of agricultural inputs are financial liabilities (see Note 7) initially recognized at fair value and subsequently stated at amortized cost using the effective interest rate method.

 

(a) Trade payables

 

     2023    2022
         
         
Trade payables – Brazil   2,268,420   1,990,089
Trade payables – Colombia   309,828   311,611
         
Total   2,578,248   2,301,700
         
Current   2,575,701   2,301,700
Non-current   2,547   -

   

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The average effective interest rate used to discount trade payables for the year ended June 30, 2023 was 1.58% per month (1.18% as of June 30, 2022).

 

(b) Guarantees

 

The Group acquires guarantees with financial institutions in connection with installment purchases of agricultural inputs from certain suppliers. These guarantees are represented by short-term bank guarantees and endorsement to the supplier of CPRs obtained from customers in the sale process. The amount of these guarantees as of June 30, 2023 was R$920,870 (R$506,750 as of June 30, 2022).

 

(c) Trades payable — Supplier finance

 

During the year ended June, 30, 2023, the Group signed agreements with financial institutions to negotiate with suppliers to extend the payment terms and discounting of trade receivable from its suppliers, with interest rates ranging from 1 and 1.5 per month. When trade payable is included in this transaction, such amount is transferred from “Trade Payables” to “Trades payable — Supplier finance”. The Group did not sign supplier finance agreements for the year ended June 30, 2022.

 

18. Borrowings

 

Accounting policy

 

Borrowings are financial liabilities initially recognized at fair value, net of transaction costs incurred in the transaction and are subsequently stated at amortized cost.

 

Any difference between the borrowed amounts (net of transaction costs) and total payments is recognized in the statement of profit or loss over the year during which the borrowings are outstanding using the effective interest rate method.

 

    2023    2022
         
Borrowing in Colombia   71,562   39,755
Borrowings in Brazil    893,913   670,797
         
Total borrowings    965,475   710,552

 

The Group’s borrowings are contracted for the purpose of strengthening the working capital and have repayment terms scheduled in conjunction with the operating cycles of each harvest.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(a) Debt composition

 

   Average interest rate  2023 (i)    2023  

Average interest rate

2022(i)

   2022
Debt contracts in Brazil in:              
R$, indexed to CDI (ii) (iv) 16.62%   725,563   14,45%   525,099
R$, with fixed interest (iv) 8.76%   8,590   -   -
U.S. Dollars, with fixed interest (iv) 4.03%   159,760   3,16%   145,698
Debt contracts in Colombia in:              
COP, indexed to IBR (iii) / (iv) 15.43%   69,862   14,26%   39,755
COP, with fixed interest (iv) 15.72%   1,700   -   -
               
Total     965,475       710,552
                
Current     922,636       681,217
Non-current     42,839       29,335
(i) In order to determine the average interest rate for debt contracts with floating rates, the Group used the rates prevailing during the years.

(ii) Brazilian reais denominated debt that bears interest at the CDI Rate (see Note 8 for a definition of those indexes), plus spread.

(iii) Colombian peso-denominated debt that bears interest at the IBR rate (see Note 8 for a definition of those indexes), plus spread.

(iv) The borrowings are guaranteed by R$822 of transferred credit rights (see note 6).

 

(b) Movement in borrowings

 

At June 30, 2020 168,571
   
Proceeds from borrowings 466,280
Repayment of principal amount (472,909)
Accrued interest 33,971
Borrowings from acquired companies 76,915
Interest payment (30,424)
   
At June 30, 2021 242,404
   
Proceeds from borrowings 615,984
Repayment of principal amount (299,613)
Accrued interest 74,081
Borrowings from acquired companies 85,097
Interest payment (7,401)
   
At June 30, 2022 710,552
   
Proceeds from borrowings  1,449,445
Repayment of principal amount (1,456,017)
Accrued interest  319,557
Borrowings from acquired companies  25,756
Exchange rate translation 11,921
Interest payment (95,739)
   
At June 30, 2023  965,475

   

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(c) Schedule of maturity of noncurrent portion of borrowings

 

The installments are distributed by maturity year:

 

  2023 2022
2023 - 4,509
2024 726 23,842
2025 15,452 929
2026 1,376 55
2027 25,285 -
     
Total 42,839 29,335


 

(d) Covenants

 

The Group has no financial covenants as of June 30, 2023.

 

19. OBLIGATIONS TO FIAGRO QUOTA HOLDERS

 

On July 22, 2022, the Group entered into an agreement to transfer receivables in the aggregate amount of R$160,000 to FIAGRO, a structured entity, as defined by IFRS 10, established under Brazilian law designed specifically for investing in agribusiness credit rights receivables. The acquisition of such receivables by the FIAGRO investment fund enables the Group to anticipate the receipt of funds from such receivables.

 

The Group holds all subordinated quotas issued by the FIAGRO, representing approximately 5% of the total outstanding quotas in an aggregate amount of R$8,100 while other parties hold all senior and mezzanine quotas, representing approximately 95% of the total outstanding quotas, which includes certain of Patria’s related parties that acquired the mezzanine quotas of FIAGRO in an aggregate amount of R$56,000. Under the terms of the FIAGRO, we are not liable in case there is a default on the credit rights acquired by the fund, but any such default may adversely affect our stake in FIAGRO quotas. Our agreement to assign certain credit rights to FIAGRO will expire when all assigned receivables have been liquidated.

 

The bylaws of the FIAGRO were established by the Group at their inception, and grant the Group significant decision-making authority over these entities, such as the right to determine which credits rights are eligible to be acquired by the FIAGRO.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

In addition, senior and mezzanine quota holders receive interest at a benchmark rate of return ranging from the CDI rate + 2.45% per year up to the CDI rate + 8.0% per year. Residual returns from the FIAGRO fund, if any, are paid on the subordinated quotas, which do not bear interest and are not otherwise entitled to any pre-established rate of return. Senior and mezzanine quotas amortize annually over a three-year period after an initial 24-month grace period, whereas subordinated quotas amortize at the end of the fifth annual period.

 

In accordance with IFRS 10, we concluded we control FIAGRO and, therefore, it is consolidated in our financial statements. The senior and mezzanine quotas are accounted for as a financial liability under “Obligations to FIAGRO quota holders” and the remuneration paid to senior and mezzanine quota holders is recorded as interest expense.

 

20. PAYABLES FOR THE ACQUISITION OF SUBSIDIARIES

 

The purchase agreements for acquisition of subsidiaries include payments to the seller in the event of successful collection, after the acquisition date of outstanding receivables and certain tax credits subject to administrative proceedings. See Note 21.

 

Consideration paid during the year ended June 30, 2023, net of cash acquired, was R$157,442 which includes installment payments for acquisitions completed in previous years in the amount of R$101,889 (R$198,305 on June 30, 2022, which includes payments for acquisitions made in previous years in the amount of R$125,439 and R$280,374 on June 30, 2021 which includes acquisitions made in previous years in amount of R$81,396). All these payments are included in the “Acquisition of subsidiary, net of cash acquired” in the cash flows.

 

21. ACQUISITION OF SUBSIDIARIES

 

Accounting policy

 

The acquisition method is used to account for each business combination carried out by the Group, which consists of the following:

• Determining the acquisition date;

• Determining the acquirer and the acquiree;

• Determining the consideration transferred for the acquisition of control;

• Determining the fair value of separately identifiable assets and liabilities; and

• Determining the residual goodwill or gain on bargain purchase.

 

The acquisition date is typically the date on which the Group assumes the control of the business.

 

Consideration transferred is measured at the acquisition date at the fair value of the assets transferred, including cash, the liabilities incurred, and the equity instruments issued by the Group at the acquisition date.

 

For each business combination, the Group measures the non-controlling interests in the acquiree based on its share of the subsidiary’s identifiable net assets. Acquisition-related costs are expensed as incurred.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

When the Group acquires a business, it assesses the fair value of the assets and liabilities assumed in order to allocate them according to the contractual terms, economic circumstances and pertinent conditions at the acquisition date.

 

Any contingent consideration to be transferred by the acquirer is recognized at the acquisition date fair value. Subsequent changes in the fair value of the contingent consideration, considered an asset or a liability, shall be recognized in accordance with IFRS 9 Financial Instruments, in the statement of profit or loss.

 

Goodwill or a gain on bargain purchase is the difference between the fair value of the assets acquired and liabilities assumed, and the consideration transferred. When the consideration transferred is higher than the fair value of the net assets acquired goodwill is recognized for the difference, and it is subsequently tested for impairment. When the consideration transferred is lower that the fair value of net assets acquired, a gain on bargain purchase is recognized in the statement of profit or loss.

 

Intangible assets recognized within the scope of a business combination are accounted for in accordance with the accounting policy described in Note 15.

 

Critical accounting estimates and judgments

 

Accounting for business combination requires the Group to exercise critical judgment in determining the fair value of the assets and liabilities of the businesses being acquired. Accordingly, the Group makes certain assumptions about future conditions that are uncertain, including future commodity prices, interest rates, inflation and weather conditions.

 

Changes in some of these assumptions may impact the Group’s business and expected results may differ materially from the estimated amounts at the acquisition date.

 

The Group entered into several agreements to acquire groups of companies to expand its business into new markets or territories, add additional facilities, bolster its competitive edge, or acquire and access new technologies and skillsets.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(a) Acquisitions in the year ended June 30, 2023

 

The fair value of the identifiable assets and liabilities, consideration transferred and goodwill as of the date of each acquisition was:

 

  Fair value as of the acquisition date
Assets Floema (e)  

Casa Trevo

(f)

 

Provecampo

(g)

 

Sollo Sul and Dissul

(h)

 

Cromo

(i)

  Total
       
Cash equivalents  24,167    12,306    10,479    16,307   8,735   71,994
Trade receivables  19,892    32,106    7,499    132,467   11,907   203,871
Inventories  52,133    61,734    11,320    84,226   5,311   214,724
Other assets  11,739    4,750   23    46,663   664   63,839
Property, plant and equipment  1,152    867    983    2,372   3,151   8,525
Intangible assets  14,879    1,676    12,117    2,083   2,722   33,477
                       
   123,962    113,439    42,421    284,118   32,490   596,430
                       
Liabilities                      
Trade payables  88,902    48,070    10,980    80,811   1,200   229,963
Borrowings -    -      -    25,756   -   25,756
Provision for contingencies -    10,245   -    -      -   10,245
Other liabilities  1,543    13,659    6,910    87,921   4,056   114,089
                       
   90,445    71,974    17,890    194,488   5,256   380,053
                       
                       
Total identifiable net assets at fair value  33,517   41,465    24,531    89,630   27,233   216,376
Non-controlling interests (1)     (6,220)   -   -   (8,169)   (14,389)
Goodwill arising on acquisition 25,796    9,625    2,010    57,719   5,331   100,481
Consideration transferred  59,313    44,870    26,541   147,349   24,395   302,468
                       
Cash paid  25,294    23,619    17,682    52,832   8,120   127,547
Shares issued (1)  12,296   -   -   -   -   12,296
Payable in installments  21,723    21,251    8,859    94,517   16,275   162,625

(1) The total of non-controlling interests and shares issued represents the acquisition of subsidiaries presented in the statement of changes in equity.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) Acquisitions in the year ended June 30, 2022

 

The fair value of the identifiable assets and liabilities, consideration transferred and goodwill as of the date of each acquisition was:

 

  Fair value as of the acquisition date
Assets Produtiva (j)   Cenagro (k)   Cenagral (l)   Union Agro (m)   Agrozap (n)   Nova Geração (o)   Total
Cash and cash equivalents 53,699   2,142   1,064   66,256   9,028   1,617   133,806
Trade receivables 27,610   11,792   7,492   117,882   98,201   47,978   310,955
Inventories 46,261   22,670   5,833   42,435   85,683   9,631   212,513
Other assets 8,472   12,225   1,023   4,524   22,204   2,893   51,341
Property, plant and equipment 1,223   1,266   363   26,659   2,642   585   32,738
Intangible assets 26,074   2,602   7,437   8,293   6,015   4,265   54,686
  163,339   52,697   23,212   266,049   223,773   66,969   796,039
                           
Liabilities                          
Trade payables 77,063   17,008   2,097   24,750   136,086   37,532   294,536
Borrowings -   3,045   -   25,157   50,701   6,194   85,097
Provision for contingencies -   -   -   11,362   -       11,362
Other liabilities 8,898   18,410   5,750   9,923   25,029   743   68,753
  85,961   38,463   7,847   71,192   211,816   44,469   459,748
                           
Total identifiable net assets at fair value 77,378   14,234   15,365   194,857   11,957   22,500   336,291
Non-controlling interests (1) -   (2,847)   (3,073)   (52,611)   (4,215)   -   (62,746)
Goodwill arising on acquisition 9,491   11,468   9,003   -   33,218   8,168   71,348
Gain on bargain purchase -   -   -   (18,295)   -       (18,295)
Consideration transferred 86,869   22,855   21,295   123,951   40,960   30,668   326,598
                           
Cash paid 36,385   16,724   15,376   103,800   18,813   15,574   206,672
Shares issued (1) 22,500   -   -   -   -   7,807   30,307
Payable in installments 27,984   6,131   5,919   20,151   22,147   7,287   89,619

(1) The total of non-controlling interests and shares issued represents the acquisition of subsidiaries presented in the statement of changes in net investment.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(c) Acquisitions in the year ended June 30, 2021

 

The fair value of the identifiable assets and liabilities, consideration transferred and goodwill as of the date of each acquisition were:

 

  Fair value as of the acquisition date in 2021
Assets

Integra

(p)

Quali

Ciclo

(q)

América

(r)

Culti

Var

(s)

Desem

Par

(t)

Agrobi

Ológica

(u)

Total
Cash and cash equivalents 19,905   42,259   7,576   44,223   59,428   2,064   175,455
Trade receivables 21,543   81,377   76,123   231,784   251,002   30,154   691,983
Inventories 30,774   110,946   58,188   68,471   178,697   2,789   449,865
Other assets 5,489   31,940   3,840   11,505   34,119   69   86,962
Property, plant and equipment 832   9,914   603   2,770   7,652   4,083   25,854
Intangible assets 8,398   16,648   40,816   8,375   55,579   11,446   141,262
  86,941   293,084   187,146   367,128   586,477   50,605   1,571,381
                           
Liabilities                          
Trade payables 47,082   205,861   114,474   217,486   348,213   1,256   934,372
Borrowings 48   5,518   -   50,870   17,231   3,248   76,915
Other liabilities 6,287   4,873   18,871   16,795   45,966   102   92,894
  53,417   216,252   133,345   285,151   411,410   4,606   1,104,181
                           
Total identifiable net assets at fair value 33,524   76,832   53,801   81,977   175,067   45,999   467,200
Non-controlling interests (1) -   (22,458)   -   (13,706)   -   -   (36,164)
Goodwill arising on acquisition 22,259   19,231   7,841   6,467   72,933   7,004   135,735
Consideration transferred 55,783   73,605   61,642   74,738   248,000   53,003   566,771
                           
Cash paid 27,723   34,021   42,505   54,184   188,000   28,000   374,433
Shares issued (1) 12,848   -   -   -   -   18,006   30,854
Payable in installments 15,212   39,584   19,137   20,554   60,000   6,997   161,484

(1) The total of non-controlling interests and shares issued represents the acquisition of subsidiaries presented in the statement of changes in net investment.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(d) Fair value of assets acquired

 

The Group estimated the fair value of significant assets acquired using the following valuation methods:

 

Item 2023 2022 2021 Nature Valuation method
Customer relationship 33,477 45,922 119,466 A loyal relationship between the acquirees and its customers, which translates into recurring purchases of products and services Multi Period Excess Earnings Method (MPEEM)
Inventories 214,724 212,513 449,865 Inventories Selling price less all expenses related to the distribution of that good
Purchase Contracts - - 8,598 Favorable purchase contract with suppliers Multi Period Excess Earnings Method (MPEEM)
Brand - 8,764 5,930 Private label products (Produtiva, Union and Cenagral) Relief from Royalty method
           
  252,883 267,199 583,859    

 

There were no differences between accounting basis and tax basis on fair value adjustments, and therefore no deferred taxes were recorded, except for Provecampo, Cenagro and Cenagral, where the Group recorded a corresponding deferred tax liability of R$5,298 since the Group does not have a viable tax plan that will permit that the accounting basis and tax basis be the same after the acquisition.

 

(e) Acquisition of Floema

 

On March 22, 2022, the Group signed an agreement for the acquisition of Floema Soluções Nutricionais de Cultivos Ltda. (“Floema”), establishing the terms and other conditions for its acquisition.

 

The fair value of the shares issued to this acquisition was based on an equity transaction with third parties close to the acquisition date.

 

The acquisition was completed on August 4, 2022 and the Group currently owns a 62.61% interest.

 

(f) Acquisition of Casa Trevo Participações S.A.

 

On May 5, 2022, the Group signed an agreement for the acquisition of Casa Trevo Participações S.A. (“Casa Trevo”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on August 31, 2022 and the Group currently owns a 79.14% interest.

 

(g) Acquisition of Provecampo

 

On June 16, 2022, the Group signed an agreement for the acquisition of Provecampo S.A.S. (“Provecampo”), an entity incorporated in Colombia, establishing the terms and other conditions for its acquisition.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The acquisition was completed on July 29, 2022 and the Group currently owns a 94.90% interest.

 

(h) Acquisition of Sollo Sul e Dissul

 

On July 22, 2022, the Group signed an agreement for the acquisition of Sollo Sul Insumos Agrícolas Ltda (“Sollo Sul”) and Dissul Insumos Agrícolas Ltda. ("Dissul"), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on November 30, 2022 and the Group currently owns a 93.11% interest.

 

(i) Acquisition of Cromo

 

On January 13, 2023, the Group signed an agreement for the acquisition of Cromo Indústria Química Ltda. (“Cromo”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on May 31, 2023 and the Group currently owns a 70% interest.

 

(j) Acquisition of Produtiva

 

On June 23, 2021, an agreement was signed between Produtec Comércio e Representações S.A. (“Produtec”), a subsidiary of Lavoro Brazil, to acquire Produtiva Agronegócios Comércio e Representações S.A. (“Produtiva”), establishing the terms and other conditions for its acquisition.

 

The fair value of the shares issued to this acquisition was based on an equity transaction with third parties close to the acquisition date.

 

The acquisition was completed on September 2, 2021, and the Group currently indirectly owns an 87.40% interest.

 

Under the terms of the acquisition agreement the Group is committed to repaying the sellers an amount of R$4,733 related to the successful collection of receivables past due as of the acquisition date.

 

(k) Acquisition of Cenagro

 

On July 28, 2021, the Group signed an agreement to acquire Grupo Cenagro SAS (“Cenagro”), an entity incorporated in Colombia, establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on August 31, 2021 and the Group currently owns an 94.90% interest in Cenagro.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(l) Acquisition of Cenagral

 

On July 28, 2021, the Group signed an agreement to acquire Cenagral SAS (“Cenagral”), an entity incorporated in Colombia, establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on August 31, 2021 and the Group currently owns an 94.90% interest in Cenagral.

 

(m) Acquisition of Union Agro

 

On July 26, 2021, the Group signed an agreement to acquire Union Agro S.A. (“Union Agro”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on October 28, 2021 and the Group currently owns a 73% interest.

 

A gain on bargain purchase in the amount of R$18,295 was recognized on the acquisition date. This gain is recorded under other operating income, net, as discussed in Note 31.

 

(n) Acquisition of Agrozap

 

On August 5, 2021, the Group signed an agreement for the acquisition of Facirolli Comércio e Representações Ltda. (“AgroZap”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on January 7, 2022 and the Group currently owns a 62.61% interest.

 

Under the terms of the acquisition agreement, the Group is committed to repaying the sellers an amount of R$4,029 related to the successful collection of receivables past due as of the acquisition date.

 

(o) Acquisition of Nova Geração

 

On December 24, 2021, the Group signed an agreement for the acquisition of Nova Geração Comércio de Produtos Agrícolas Ltda. (“Nova Geração”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on April 6, 2022 and the Group currently owns a 66.75% interest.

 

Total consideration transferred amounted to R$30,668 of which R$10,930 was paid in cash on the closing date of the acquisition, which occurred on April 6, 2022 and R$7,807 was paid in shares. The remaining R$11,931 was paid in cash in April 2023.

 

(p) Acquisition of Integra

 

On June 18, 2020, an agreement was signed between a subsidiary of Lavoro Brazil, Produtec Comércio e Representações S.A. (“Produtec”), and the shareholders of Integra Soluções Agrícolas Ltda. (“Integra”), establishing the terms and other conditions for its acquisition.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Consideration transferred to the acquisition was composed of 70.3% to be paid in cash and 29.7% settled in shares issued by Produtec to the selling shareholders, representing 8.4% of its capital. The fair value of these shares was R$12,848 and was based on an equity transaction with third parties close to the acquisition date.

 

The acquisition was completed on September 1, 2020, and the Group currently indirectly owns 72.42% interest at Integra through Produtec, which directly owns 100% of Integra.

 

(q) Acquisition of Qualiciclo

 

On July 17, 2020, an agreement was signed between the Group and the shareholders of Qualiciclo Agrícola S.A. (“Qualiciclo”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on November 17, 2020. The Group currently owns a 66.75% interest.

 

Under the terms of the agreement, the Group is committed the repay the sellers amounts related to the successful collection of administrative proceeding on tax credits with the RFB in the amount of R$13,844. The Group recognizes an account payable for the amounts of probable disbursements as of the acquisition date.

 

(r) Acquisition of América

 

On September 11, 2020, an agreement was signed between the Group and the shareholders of América Insumos Agrícolas Ltda. (“América”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on December 30, 2020. The Group currently owns a 100% interest.

 

(p) Acquisition of Cultivar

 

On November 12, 2020, an agreement was signed between Distribuidora Pitangueiras de Produtos Agropecuários S.A, a subsidiary Lavoro Agro, and the current shareholders of Cultivar Agrícola e Comércio, Importação e Exportação Ltda. (“Cultivar”), establishing the terms and other conditions for its acquisition.

 

Pitangueiras became the parent company of Cultivar, holding 63.47% of its capital on the deal’s closing date, April 1, 2021. The contract guarantees the payment of installment in the event of successful collection of receivables past due at the acquisition date in the amount of R$5,752. The Group recognizes an account payable for the amounts for which there are probable disbursements. The Group currently owns a 93.11% interest.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(q) Acquisition of Desempar

 

On December 4, 2020, an agreement was signed by the Group for the acquisition of Desempar Participações Ltda. (“Desempar”), establishing the terms and other conditions for its acquisition.

 

The acquisition was completed on March 31, 2021. The Group currently owns 93.11% interest.

 

(r) Acquisition of Agrobiológica

 

On July 21, 2020, an agreement was signed by Agrobiológica Sustentabilidade S.A. (formerly Maneogene Agrociência S.A.) (“Agrobiológica Sustentabilidade”), a subsidiary Lavoro Brazil, to acquire Agrobiológica Soluções Naturais Ltda. (“Agrobiológica”), establishing the terms and other conditions for its acquisition.

 

Consideration transferred to the acquisition was composed of 55.2% to be paid in cash and 44.8% settled in shares issued by Agrobiológica Sustentabilidade to the selling shareholders, representing 34.9% of its capital. The fair value of the shares issued was R$18,006 and was based on discounted cash flow methodology.

 

The acquisition was completed on August 28, 2020. The Group currently indirectly owns 65.13% interest at Agrobiológica through Agrobiológica Sustentabilidade, which directly owns 100% interest at Agrobiológica.

 

(s) Pro forma information (unaudited)

 

The following tables discloses the Group’s revenues and profit or loss for the year assuming all of the acquisitions completed during the year were completed at the beginning of such year:

 

    2023   2022   2021
             
Revenues   9,697,932   8,163,196   6,231,988
Profit (loss) for the year   (187,082)   151,235   81,742

 

(t) Revenues and results from new subsidiaries

 

The revenues and profit or loss of the acquisitions from the acquisition date through the end of the fiscal year in which the acquisition was completed and included in the consolidated statement of profit or loss are as follows:

 

Acquisitions in the year ended June 30, 2023:

 

    Revenues   Profit (loss)   Period from
Provecampo   37,291   1,656   August 2022
Floema   205,451   12,628   August 2022
Casa Trevo   136,003   20,787   September 2022
Sollo Sul   182,385   (10,064)   December 2022
Cromo   210   (719)   May 2023
             
Total   561,340   24,288    

  

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Acquisitions in the year ended June 30, 2022:

 

    Revenues   Profit   Period from
Produttiva   175,335   14,152   September, 2021
Cenagro   156,722   6,372   September, 2021
Cenagral   26,267   (1,013)   September, 2021
Union Agro   156,000   23,428   November, 2021
Agrozap   132,911   1,632   January, 2022
Nova Geração   7,179   (3,828)   January, 2022
             
Total   654,414   40,743    

   

Acquisitions in the year ended June 30, 2021:

 

    Revenues   Profit   Period from
Integra   144,087   (4,773)   September, 2020
Agrobiológica   39,839   17,217   September, 2020
Qualiciclo   210,521   (12,571)   December, 2020
América   74,446   9,304   January, 2021
Cultiva   15,263   (9,185)   April, 2021
Desempar   130,771   (13,409)   April, 2021
             
Total   614,927   (13,417)    

  

 

(u) Signed agreement for future acquisitions

 

· Acquisition of NS Agro S.A. (“NS Agro”)

 

The Group signed an agreement on August 25, 2022, for the acquisition of 82% interest in NS Agro S.A. (“NS Agro”), establishing the terms and other conditions for its acquisition. Consideration to be transferred for the acquisition amounted to R$664,210 to be paid in cash in three installments. The completion of this acquisition is subject to the usual precedent conditions for this type of transaction, including the approval by the regulatory authorities in Brazil, and has not been completed by the Group as of the issuance date of these financial statements.

 

22. Accounting considerations related to the SPAC Transaction

 

On February 28, 2023, Lavoro and TPB Acquisition Corp. consummated a capital reorganization transaction as described in note 1.b.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The SPAC Transaction was accounted for as a capital reorganization in accordance with IFRS 2, Share-based Payment. Under this method of accounting, TPB Acquisition Corp. is treated as the “acquired” company for financial reporting purposes and Lavoro as the accounting “acquirer”. The net assets of TPB Acquisition Corp were stated at historical cost, with no goodwill or other intangible assets recorded. The SPAC Transaction, which is not within the scope of IFRS 3, since TPB Acquisition Corp. did not meet the definition of a “business” pursuant to IFRS 3, was accounted for within the scope of IFRS 2 — Share-Based Payments, or IFRS 2. Any excess of fair value of Lavoro’s ordinary shares issued over the fair value of TPB Acquisition Corp identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

 

Critical accounting estimates and judgments

 

Accounting of SPAC transaction is considered a critical accounting estimate primarily due to the complex nature of the transaction, including the determination the accounting acquirer and assess it as a corporate reorganization, the calculation of the listing expenses and the determination of the accounting treatment of the financial instruments.

 

Changes in some of these assumptions could impact the consolidated financial statements.

 

Accordingly, the Group recorded a listing expense as follows:

 

  As of February 27, 2023
Deemed cost of shares issued to TPB Acquisition Corp shareholders (i) 893,613
Less: Net assets of TPB Acquisition Corp at historical cost (574,059)
Listing expense 319,554
(i) The key assumption for the estimated fair value is the opening quoted market price of $9.55 per share as of March 1, 2023 translated considering the foreign exchange rate reported by the Brazilian Central Bank of $1.00 to R$5.21.

 

Warrants

 

TPB Acquisition Corp. issued 10,083,606 public and private warrants to certain of its shareholders and its maturity is February 28, 2028. Such public and private warrants were assumed by Lavoro as a result of the SPAC Transaction. The outstanding warrants as of June 30, 2023, is 10,083,592 and aggregate fair value of the private and public warrants is R$36,446, and the warrants are reported in the consolidated statement of financial position as warrant liabilities under non-current liabilities. For the year ended June 30, 2023, the Group recognized a gain of R$3,756 related to changes to the fair value of public warrants and private warrants. The fair value of the warrants was calculated based on the listed market price of such warrants.

 

Vesting founder shares and unvested founder shares

 

As part of the SPAC Transaction certain TPB Acquisition Corp.’s shareholders were issued a number of Lavoro ordinary shares tin exchange of TPB Acquisition Corp.’s Class B Ordinary Share that they held prior to the completion of the SPAC Transaction, of which (i) Two-thirds (3,006,050) of such Lavoro ordinary share were deemed to be vesting founder share, and (ii) one-third (1,503,025) of such Lavoro ordinary share were issued to those shareholders.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Vesting founder shares will be subject to certain vesting conditions. If at any time during the 3-year period following the close of the SPAC Transaction, for over any 20 trading days within any consecutive 30 trading day period, the closing share price of Lavoro ordinary share is greater than or equal to:

 

- $12.50, then one-half of the vesting founder shares will vest; and

 

- $15.00, then an additional one-half of the vesting founder shares will vest.

 

Lavoro’s ordinary share price targets will be equitably adjusted for stock splits, stock dividends, cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting Lavoro’s ordinary shares. Any vesting founder shares that will not vest during the 3-year period following the closing of the SPAC Transaction will be forfeited after the 3-year period.

 

The vesting founder shares are considered equity classified contingent considerations under IFRS 2 and are reported as additional paid-in capital under equity.

 

In order to determine the fair value of the Vesting Founder Shares as of the closing of the SPAC Transaction, a Monte Carlo simulation was used, where the future stock price was modeled such that it follows a geometric Brownian motion with constant drift and volatility, where volatility was based on quoted prices of comparable companies. A volatility rate of 54.4% and a risk-free rate of 4.51% were used in the model. Value per share was $9.53 and $8.53 for the shares vesting at $12.50 and $15.00, respectively. In order to determine the fair value of the Unvested Founder Shares as of the closing of the SPAC Transaction, the shares were discounted using a Finnerty put model, assuming a risk-free rate of 4.88%, volatility rate of 54.4%, and a restricted term of 3 months (the estimated time to complete a registration statement). Value per share was determined to be $10.08.

 

Forward share purchase agreements

 

TPB Acquisition Corp. entered into certain Forward Share Purchase Agreements with certain shareholders of TPB Acquisition Corp., in which TPB Acquisition Corp. agreed to purchase, in the aggregate, up to 2,830,750 of TPB Acquisition Corp.’s Class A Ordinary Shares held by those equity holders, either after 24 months after closing of the SPAC Transaction or after meeting certain criteria as defined in the Forward Share Purchase Agreements. Such Forward Share Purchase Agreements were assumed by Lavoro, whereby Lavoro agreed to purchase the same number of Lavoro’s ordinary shares under the same conditions as defined in those Forward Share Purchase Agreements. Lavoro placed a designated balance of funds into an escrow account at the closing of the SPAC Transaction for the purpose acquiring such shares.

 

Lavoro’s Ordinary Shares subject to the Forward Share Purchase Agreement are considered financial liabilities and are recorded in the consolidated statement of financial position as Liability for FPA Shares in non-current liabilities at the amounts deposited in the escrow account. The designated balance of funds in the escrow account is reported in the consolidated statement of financial position as restricted cash. The amount of Liability for FPA Shares and the restricted cash was R$139,133 as of June 30, 2023.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

23. INCOME TAXES

 

Accounting policy

 

a) Current income tax

 

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit or loss.

 

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

 

Income taxes in Brazil and Colombia are paid by each legal entity on a stand alone basis.

  

b) Deferred tax

  

Deferred taxes is provided using the liability method on temporary differences between the carrying amount of assets and liabilities and their tax basis.

 

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  

• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

 

• With respect to taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

  

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

 

• In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

 

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

 

Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. In assessing the recoverability of deferred tax assets, the Group relies on the same forecast assumptions used elsewhere in the financial statements and in other management reports.

 

The benefits of uncertain tax positions are recorded only after determining, based on the position of its internal and external legal advisors, a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.

 

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority.

 

Critical accounting estimates and judgments

 

Significant judgements, estimates and assumptions are required to determine the amount of deferred tax assets that are recognized based on the likely timing and future taxable profits. Deferred tax assets arising from tax losses carryforward and temporary differences are recognized considering assumptions and projected cashflows. Deferred tax assets may be affected by factors including, but not limited to: (i) internal assumptions on the projected taxable income, which are based on sales planning, operational costs and planned capital costs; (ii) macroeconomic environment; and (iii) trade and tax scenarios.

 

The Group applies significant judgement in identifying uncertainties over income tax treatments, which could impact the consolidated financial statements. The Group operates in multiple jurisdictions where uncertainties arise in the application of complex tax regulations. The Group and its subsidiaries are subject to reviews of income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of the applicable laws and regulations.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(a) Reconciliation of income taxes expense

 

    2023   2022   2021
             
Profit (loss) before income taxes   (390,937)   140,424   46,207
Statutory rate (i)   34%   34%   34%
             
Income taxes at statutory rate   132,919   (47,744)   (15,710)
             
Unrecognized deferred tax asset (ii)   (193,898)   (7,055)   (11,755)
Difference from income taxes calculation based on taxable profit computed as a percentage of gross revenue   10,822   7,080   5,375
Deferred income taxes over goodwill tax recoverable   (3,897)   -   -
Tax benefit (iii)   244,718   15,066   -
Other   (18,407)   (9)   (2,586)
             
Income tax expense   172,256   (32,662)   (24,676)
Income tax and social contribution effective rate   (44%)   23%   52%
             
Current income taxes   37,499   (111,409)   (61,676)
Deferred income taxes   134,757   78,747   37,000
(i) The effective tax rate reconciliation considers the statutory income taxes rates in Brazil, due to the significance of the Brazilian operation when compared to Colombia. The difference to reconcile the effective rate to the Colombian statutory rate (32%) is included in others.

(ii) The Group did not recognize deferred tax assets on accumulated tax losses from certain subsidiaries in a total amount of unrecognized credits on tax losses of R$187,310 (R$7,055 for June 30, 2022 and R$11,755 for June 30, 2021). The Group assessed that is unlikely that these subsidiaries will generate future taxable income in the foreseeable future.

(iii) This amount reflects the tax benefit from the deduction of the ICMS tax benefits in the calculation of the income tax (see note 10).

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) Deferred income taxes balances

 

  2023   2022
       
Deferred assets and liabilities:      
Amortization of fair value adjustment        66,065   32,787
Tax losses        123,072   49,332
Allowance for expected credit losses          49,026   51,379
Adjustment to present value          14,222   40,639
Provision for management bonuses         22,182   26,738
Allowance for inventory losses          3,841   3,463
Financial effect on derivatives          (1,468)   2,001
Fair value of commodity forward contracts          31,343   (1,959)
Unrealized exchange gains or losses           (7,618)   (1,803)
Unrealized profit in Inventories          (11,121)   -
Gain on bargain purchase -   (6,221)
Amortized right-of-use assets           6,273    2,617
Deferred tax on goodwill         (2,067)   -
Other provisions        22,981   (5,478)
       
Deferred income tax assets, net 329,082   200,986
Deferred income tax liabilities, net (12,351)   (7,491)
       
Deferred income tax assets, net 316,731   193,495

 

  Deferred income tax and social contribution
   
At June 30, 2021 114,748
   
Recognized in the statement of profit or loss 78,747
   
At June 30, 2022 193,495
   
Recognized in the statement of profit or loss 128,362
Deferred tax from acquired companies (5,126)
   
At June 30, 2023 316,731

 

The aging analysis of net deferred income tax is as follow:

 

  2023
Up to 1 year 185,123
Over 1 year 131,608
   
Total 316,731

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

24. Provisions for contingencies

 

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are reviewed and adjusted to reflect management’s best estimate at the reporting dates.

 

Probable losses

 

The balance of probable losses from civil, tax and labor contingencies recognized by the Group was R$8,845 and R$2,966 respectively as of June 30, 2023 and June 30, 2022.

 

Possible losses

 

The Group is a party to various proceedings involving tax, environmental and civil matters that were assessed by management, under advice of legal counsel, as possibly leading to losses. Possible losses from contingencies amounted to R$ 77,724 and R$11,600 as of June 30, 2023 and June 30, 2022, respectively.

 

25. ADVANCES FROM CUSTOMERS

 

Advances from customers arise from the “Cash sale” modality, in which rural producers advance payments to the Group at the beginning of a harvest, before the billing of agricultural inputs. These advances are settled in the short term.

 

(a) Movement in the year

 

  2023   2022   2021
               
Balance as of the beginning of the year 320,560    509,403   218,699
           
Revenue recognized that was included in the contract liability balance at the beginning of the year (320,560)    (509,403)   (218,699)
Increase in advances 427,463   301,963   390,809
Advances from acquired companies 61,115     18,597   118,594
           
Balance at the end of the year  488,578     320,560   509,403

    

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

26. Related parties

 

Related parties of the Group that have receivable, payable or other balances are either (i) Non-controlling shareholders, (ii) Patria Investments Limited, which manages the funds that control the Group, or (iii) Key management personnel.

 

(a) Breakdown of assets and liabilities:

 

  2023   2022
       
       
Assets      
Trade receivables (i) 24,487   11,677
Advances to suppliers (i) -   67
       
Total assets 24,487   11,744
       
Liabilities      
Trade payables (i) 1,675   274
Advances from customers (i) -   1,097
Payables for the acquisition of subsidiaries (ii) 100,287   63,930
       
Total liabilities 101,962   65,301
(i) Refer to commercial transactions in the ordinary course of business with non-controlling shareholders of subsidiaries. Such transactions are carried at the same commercial terms as non-related parties customers.

(ii) Payments in installments to the non-controlling shareholders related to certain business combinations as described in Note 20.

 

(b) Statement of profit or loss

 

  2023   2022   2021
           
           
Revenue from sales of products (i) 33,032   13,046   5,592
Monitoring expenses (ii) (18,681)   (2,504)   -
Interest on payables for the acquisition of subsidiaries (4,841)   -   -
Other expenses (2,374)   (1,417)   -
           
Total 7,137   9,125   5,592
(i) Refer to commercial transactions in the ordinary course of business with non-controlling shareholders of subsidiaries. Such transactions are carried at the same commercial terms as non-related party customers.

(ii) Expenses paid to the Parent in relation to management support services for acquisition transactions by Gestão e Transformação S.A.

 

    

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(c) Key management personnel compensation

 

  2023   2022   2021
           
           
Wages 14,268   11,164   6,540
Direct and indirect benefits 690   427   551
Variable compensation (bonuses) 25,479   3,992   6,148
Short-term benefits 40,437   15,583   13,239
           
Share-based payment benefits 14,533   -   -
           
Total 54,970   15,583   13,239

 

Key management personnel compensation includes payments to Group board of directors and the executive officers.

 

27. Equity

 

(a) Prior reorganization

 

The financial statements were prepared in accordance with principles described in Note 2. No share capital is presented. The net investment and the profit for the year is derived by aggregating the net assets and business activities of the Group.

 

Acquisitions of non-controlling interests in the year ended June 30, 2023:

 

In 2022, the Group acquired an additional 26.24% stake of Cultivar for R$42,500. The carrying amount of the 26.24% non-controlling interest was R$16,607. The Group recognized a decrease in non-controlling interest of R$16,607 and a decrease in net investment of the Parent of R$25,893. In 2022, the Group acquired an additional 6.89% stake of Pitangueiras for R$45,000. The carrying amount of the 6.89% non-controlling interest was R$19,569. The Group recognized a decrease in non-controlling interest of R$19,569 and a decrease in net investment of the Parent of R$25,431. Agrovenci, Qualiciclo, Desempar Participações, Denorpi, Deragro, Desempar Tecnologia, Futuragro, Plenafértil, Realce, Cultivar and Nova Geração are direct or indirect controlled by Pitangueiras and the equity interest of each subsidiary were changed on the consolidated financial statements as described in note 2.c. Additionally, the Group paid R$13,387 related to non-controlling interests on Produtec.

 

The effect on the total net investment during the period is summarized as follow:

 

Pre reorganization:

 

Carrying amount of non-controlling interests acquired 36,176
Consideration paid to non-controlling interests (100,887)
Excess of consideration paid recognized in net investment of the Parent (64,711)

   

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Acquisitions of non-controlling interests in the year ended June 30, 2022:

 

In December 2021, the Group acquired an additional 20% stake of Group Cenagro through the exchange of shares of Lavoro Colombia SAS representing a 2.68% interest. No cash consideration was paid. The fair value of such shares was R$6,480 and the carrying amount of the 20% non-controlling interest was R$4,602. The fair value of the consideration was based on an equity transaction with third partiesclose to the acquisition date.The Group recognized an increase in non-controlling interest of R$1,878 and a decrease in net investment of the Parent of R$1,878.

 

In June 2022, the Group acquired an additional 5.77% stake of Lavoro Agrocomercial S.A. paid in cash for R$16,782. The carrying amount of the 5.77% non-controlling interest was R$9,769. The Group recognized a decrease in non-controlling interest of R$9,769 and a decrease in net investment of the Parent of R$7,013.

 

In June 2022, the Group acquired an additional 7.65% stake of Produtec Comércio e Representações S.A. paid in cash for R$17,569. The carrying amount of the 6.89% non-controlling interest was R$23,203. The Group recognized a decrease in non-controlling interest of R$23,203 and an increase in net investment of the Parent of R$5,634.

 

The effect on the total net investment during the year is summarized as follow:

 

In the year ended June 30, 2022:

 

Carrying amount of non-controlling interests acquired 32,972
Difference between consideration paid in shares and non-controlling interest acquired (1,878)
Total carrying amount of non-controlling interests acquired, net 31,094
Consideration paid to non-controlling interests ​(34,351)
Excess of consideration paid recognized in net investment of the Parent (3,257)

 

Acquisitions of non-controlling interests in the year ended June 30, 2021:

 

In fiscal year ended June 30, 2021, the Group acquired an additional 8.94% stake of Lavoro Agrocomercial paid in cash for R$79,493. The carrying amount of the 8.94% non-controlling interest was R$57,422. The Group recognized a decrease in non-controlling interests of R$57,422 and a decrease in net investment of the Parent of R$22,071, as follows:

 

Carrying amount of non-controlling interests acquired 57,422
Consideration paid in cash to non-controlling interests (79,493)
Excess of consideration paid recognized in net investment of the Parent (22,071)

    

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) After reorganization

 

The following table illustrates the impact of the closing of SPAC Transaction on the shareholders’ equity of the Lavoro:

 

 Ordinary authorized and issued shares   Number of shares   Share capital   Additional Paid-in Capital
Net investment   -   -   -
Shares issued to the shareholders of Lavoro Agro Limited   98,726,401   514   1,464,083
Shares issued to the shareholders of TPB Acquisition Corp   14,875,879   77   670,256
As of June 30, 2023   113,602,280   591   2,134,339

 

Ordinary Shares

 

A Lavoro ordinary shares have a par value of US$0.001 and are entitled to one vote per share.

 

Other capital reserves

 

Other capital reserves is comprised of a reserve set-up by the Group share-based payment (an equity-settled share-based compensation plan).

 

Share based payment

 

Accounting policy for share based payment

 

Equity-settled transactions

 

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized in personnel expenses (Note 29), together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.

 

Service conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions.

 

No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

 

Share-based payment (“SBP”)

 

On August 17, 2022, the Group approved the Lavoro Agro Holding S.A. Long-Term Incentive Policy (the “Lavoro Share Plan”). Under the Lavoro Share Plan, individuals selected by the Lavoro board of directors (“Selected Employees”) are eligible to receive incentive compensation consisting of cash, assets or share options issued by Lavoro Agro Limited, in an amount linked to the appreciation in the Lavoro Agro Limited share price at the time of the liquidity event, upon the satisfaction of certain conditions, as described below.

 

As of June 30, 2023, Lavoro has granted 49,518,732 share options as incentive compensation to Selected Employees. Share options granted under the Lavoro Share Plan will vest in the event the following market conditions are met (the “Market Conditions”): 

(i) the occurrence of a liquidity event satisfying a minimum internal rate of return specified in the Lavoro Share Plan; and 

(ii) the price per share obtained under such liquidity event must be greater than or equal to one of the following amounts: 

(a) a pre-established reference price multiplied by three; or 

(b) an amount calculated in accordance with a pre-established formula, in each case specified under the Lavoro Share Plan. 

 

Moreover, upon the satisfaction of the Market Conditions, such share options will vest according to the following schedule (the “Service Conditions”):

(i) one-third of the options vest on the third anniversary of the grant date; 

(ii) one-third of the options vest on the fourth anniversary of the grant date; and 

(iii) one-third of the options vest on the fifth anniversary of the grant date.

 

The Lavoro Share Plan has a term of five years: if the Market Conditions have not been satisfied within this year, all options granted under the Lavoro Share Plan will be extinguished, with no further payment or incentive obligation remaining due by Lavoro. The consummation of the SPAC Transaction (see note 1) did not satisfy the Market Conditions.

 

As of February 28, 2023, the shareholders of Lavoro approved the Lavoro Share Plan. As a result, Lavoro reserved for issuance the number of ordinary shares equal to the number of Lavoro Share Plan

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Shares under the Lavoro Share Plan, as adjusted in accordance with the Business Combination Agreement, in an amount of 1,663,405 ordinary shares.

 

The exercise price of the share-based payment is equal to the options price agreed with the employee in the contracts, representing the amount of R$1 monetarily adjusted until the date on which the liquidity event occurs.

 

The fair value of share options granted is estimated at the date of grant considering the terms and conditions using the Black-Scholes model, taking into account the terms and conditions on which the share options were granted. The model also takes into account historical and expected dividends, and the share price volatility of Lavoro.

 

On May 26, 2023 the Board of Directors approved a long-term incentive plan (the “New Lavoro Equity Plan”) in which eligible participants may include members of our management, our employees and our directors. Beneficiaries under the New Lavoro Equity Plan will be granted equity awards pursuant to the terms and conditions of the New Lavoro Equity Plan and any applicable award agreement.

 

The expense recognized for employee services received during the year and the number of options granted is shown in the following tables:

 

  Other capital reserves
   
At June 30, 2022 -
   
Share-based payments expense during the year 14,533
   
At June 30, 2023 14,533

 

  Options granted
   
At June 30, 2022 -
   
Granted options 49,518,732
Canceled (3,800,000)
   
At June 30, 2023 45,718,732

 

The weighted average fair value of the options granted during the period was R$0.44 per option. The significant data included in the model were: weighted average share price of R$2.88 on the grant date, exercise price presented above, volatility of 33.88%, no dividend yield, an expected option life of 3.37 years and a risk-free annual interest rate of 12.45%.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

Earnings per share

 

Earnings (loss) per share is calculated by dividing the profit (loss) for the period attributable to net investment of the parent/equity holders of the parent by the weighted average number of common shares available during the fiscal year. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of common shares, presuming the conversion of all the potential diluted common shares.

 

The number of ordinary shares issued by Lavoro, as a result of the corporate reorganization is reflected retroactively, for purposes of calculating earnings per share in all prior periods presented.

 

The table below show data used in calculating basic and diluted earnings (loss) per share attributable to the net investment of the parent/equity holders of the parent:

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

    2023   2022   2021
             
Weighted average ordinary shares of Lavoro   113,602   113,602   113,602
Effects of dilution from:            
Share-based payment (i)   1,605   -   -
Number of ordinary shares adjusted for the effect of dilution   115,207   113,602   113,602
             
             
Profit (loss) for the period attributable to net investment of the parent/equity holders of the parent   (260,710)   78,170   38,390
             
Basic earnings (loss) per share   (2.29)   0.69   0.34
Diluted earnings (loss) per share   (2.29)   0.69   0.34

 

(i) Based on the numbers of shares reserved by Lavoro Limited to the Lavoro Share Plan, as explained above.

 

The Group reported a loss for the year ended June 30, 2023, accordingly the ordinary shares related to the share-based payment have a non-dilutive effect and therefore were not considered in the total number of shares outstanding to determine the diluted earnings (loss) per share.

 

All public and private warrants are out of the money as of June 30, 2023; therefore, the approximately 6,012,085 and 4,071,507 public and private warrants, respectively, were not included in the calculation of the diluted earnings (loss) per share. Similarly, the 3,060,662 Founder Shares were not considered in the calculation of the diluted earnings (loss) per share due to the Group’s market share price.

 

28. Revenue from contracts with customers

 

Accounting policy

 

Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

 

Revenue from the sale of agricultural inputs is recognized at the point in time when control of the product is transferred to the customer as follows:

 

(i) Retail sales – Sale of products in retail locations, or delivered to the customers, including crop protection, fertilizers, seeds and specialty inputs;

(ii) Grains – Sale of grains as a result of Barter transactions (Note 11);

(iii) Private Label products – Products delivered to the client such as biological, special fertilizers and off-patent.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

When products are delivered to the customer revenue is recognized when the customer receives the product at the specified location. The Group engages third parties to provide freight services.

 

The Group provides pulverization services. The Group recognizes revenues from these services when the customer receives and consumes the benefits provided to them, at the time the pulverization services take place.

 

The Group generally acts as a principal as it has the primary responsibility for delivering the contracted goods, bears the inventory risk, and has discretion to establish the price.

 

Revenue from contracts with customers is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. For sales of grains see Note 11.

 

Sales prices are substantially based on international benchmark market prices, which are variable and subject to global supply and demand, and other market factors. There are no general warranties to the customers. Returns and incentives are estimated based on historical and forecasted data, contractual terms, and current conditions. Transportation costs are generally recovered from the customer through sales pricing and is included in cost of goods sold.

 

Trade receivables usually include a significant financing component. As such, the transaction price is discounted, using the interest rate implicit in the contract (i.e., the interest rate that discounts the trade receivable amount to the cash selling price) and revenue is recognized for such amount. A significant financing component is recognized as financial income under the amortized cost method. The average monthly interest rate applied was 0.96% for June 2023 and 1% for June 2022 and 2021. Below is revenue from contracts with customers disaggregated by product line and geographic location:

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

    2023   2022   2021
             
Inputs Retails sales            
Brazil   6,950,340   5,555,066   3,439,049
Colombia   1,145,520   1,066,548   758,423
    8,095,860   6,621,614   4,197,472
Private Label products            
Crop Care   557,167   331,527   41,138
             
Grains (ii)            
Brazil   633,565   693,525   759,521
Colombia   33,360   21,780   30,251
    666,925   715,305   789,772
Services            
Colombia   27,461   78,088   70,163
             
Total Revenues   9,347,413   7,746,534   5,098,545
             
Summarized by region            
Brazil   8,141,072   6,580,118   4,239,708
Colombia   1,206,341   1,166,416   858,837

 

(i) Sales between the Crop Care Cluster and the Brazil Cluster.

 

(ii) As explained in Note 11, the Group receives grains from certain customers in exchange to the product sold. The fair value of such non-cash consideration received from the customer is included in the transaction price and measured when the Group obtains control of the grains. The Group estimates the fair value of the non-cash consideration by reference to its market price.

 

29. Costs and expenses by nature

 

Accounting policy

 

(a) Cost of goods sold

 

The cost of goods sold comprises the cost of purchases, net of rebates, discounts and commercial agreements received from suppliers, variations in inventories and logistics costs (inbound and outbound). The cost of goods sold includes the cost of the logistics operations managed or outsourced by the Group, including storage, handling and freight costs incurred until goods are ready to be sold.

 

Trade payables include a significant financing component. As such, trade payables are discounted, using the interest rate implicit in the contract (i.e., the interest rate that discounts the trade payable amount to the purchase paid in cash) and inventory is recorded at such amount. A significant financing component is recognized as financial expense under the amortized cost method. The average monthly interest rate applied was 1.58% per month for June 2023 and 1.18% for June 2022 and 2021.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

(b) Sales, general and administrative expenses

 

Sales, general and administrative expenses refer to indirect expenses and the cost of the corporate departments, information technology, treasury function, sales force personnel and marketing and advertising expenses.

 

The breakdown of costs and expenses by nature is as follows:

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

    2023   2022   2021
             
             
Cost of inventory (i)   7,519,405   6,368,444   4,357,001
Personnel expenses   628,222   485,643   286,086
Maintenance of the units   34,396   30,567   22,387
Consulting, legal and other services   118,610   118,056   67,836
Freight on sales   57,650   47,979   31,911
Commissions   52,040   33,874   42,447
Storage   7,613   5,363   8,425
Travel   33,543   23,605   18,444
Depreciation   16,408   9,697   5,717
Amortization of intangibles   67,928   57,607   29,717
Amortization of right-of-use assets   56,236   51,203   17,997
Taxes and fees   32,266   29,849   17,948
Short term rentals   22,365   11,733   20,525
Business events   9,333   4,893   1,951
Marketing and advertising   14,631   18,181   4,089
Insurance   7,679   3,395   2,877
Utilities   22,302   12,696   6,693
Allowance for expected credit losses   36,769   27,393   11,094
Losses and damage of inventories   19,127   23,339   9,808
Fuels and lubricants   29,527   23,705   4,373
Legal fees   4,336   7,025   3,208
SPAC bonuses (ii)   29,743   -   -
Other administrative expenditures   24,606   49,178   11,629
             
Total   8,844,734   7,443,425   4,982,163
             
Classified as:            
Cost of goods sold   7,616,606   6,421,037   4,362,657
Sales, general and administrative expenses   1,228,128   1,022,388   619,506
(i) Includes fair value on inventory sold from acquired companies, in the amounts of R$ 26,914, R$ 27,005 and R$ 39,536 respectively for the years ended June 30, 2023, 2022 and 2021.

(ii) Bonus paid to management specifically based on the SPAC process that resulted in Lavoro becoming a U.S. publicly listed company on the NASDAQ Global Market.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

30. Finance income (costs)

 

    2023   2022   2021
             
Finance income            
Interest from cash equivalents   8,241   8,703   2,461
Interest arising from revenue contracts   250,337   407,449   204,744
Foreign exchange differences   -   -   12,759
Gain on changes in fair value of derivative instruments   79,375   -   -
Gain on changes in fair value of commodity forward contracts   -   9,200   6,337
Interest from tax benefit (see note 23)   27,153   -   -
Other   5,954   1,581   798
             
Total   371,060   426,933   227,099
             
Finance costs            
Interest on borrowings   (319,557)   (74,081)   (33,971)
Interest on leases   (16,977)   (13,217)   (5,076)
Interest on trade payables and acquisitions of subsidiary   (508,351)   (506,778)   (256,122)
Foreign exchange differences   (15,232)   (1,957)   -
Loss on changes in fair value of derivative instruments   -   (26,323)   (4,883)
Loss on fair value of commodity forward contracts   (98,674)   -   -
Other   (30,076)   (24,021)   (12,840)
             
Total   (988,867)   (646,377)   (312,892)
             
Finance costs, net   (617,807)   (219,444)   (85,793)

 

31. Other operating (expenses) income, net

 

    2023   2022   2021
             
Listing expense (ii)   (319,554)   -   -
Gain on bargain purchase (i)   -   18,295   -
Sales of fixed assets   2,071   8,592   3,914
Other operating income   41,674   29,872   11,704
             
Other operating income (expenses), net   (275,809)   56,759   15,618

(i) Acquisition of Union. See note 21.

(ii) This represents stock exchange listing service as a result of the SPAC Transaction. Refer to Note 22 for further discussion.

 

32. Non-cash transactions

 

The Group carries out non-cash transactions which are not reflected in the statement of cash flows.

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

The Group had non-cash transactions related to the acquisition of subsidiaries through the issuance of shares and accounts payable as described in Note 20.

 

The Group had non-cash transactions related to the acquisition of non-controlling interest through the exchange of shares as described in Note 27.

 

The Group had non-cash transaction related to the SPAC Transaction as described in Note 22.

 

The Group also had non-cash additions to right-of-use assets and lease liabilities of R$89,895 in 2023 (R$124,740 in 2022 and R$21,606 in 2021).

 

33. SUBSEQUENT EVENTS

 

· New financing transactions

 

Subsequent to June 30, 2023, through the date of this annual report, certain of our Brazilian and Colombian subsidiaries entered into a number of financing agreements totaling an aggregate principal amount of R$1,250.7 million, with interest rates ranging from CDI Rate plus 1.80% to 3.04% and maturities ranging from October 2023 to September 2024, and COP$24,244.1 million, with interest rates ranging from IBR Rate plus 3.20% to 5.60% and up to 16.60% at a fixed rate and maturities ranging from July 2024 to August 2028. These new financing transactions are in line with our business plan and reflect the seasonality of our business as the last quarter usually demands additional working capital.

 

· Closing of Referencia acquisition

 

On February 28, 2023, the Group entered into an agreement for the acquisition of a 70% interest in Referencia Agroinsumos LTDA., or “Referencia Agro.” The consideration transferred for the acquisition amounted R$102,112 of which R$67,112 was paid in cash on the closing date, and the remaining R$35,000 will be paid in cash a year after the closing date.

 

This acquisition was completed on July 31, 2023, and the Group currently owns a 66.57% interest.

 

The following table summarizes the preliminary allocation of the consideration transferred as of July 29, 2022

 

Cash paid   67,112
Payable in installments   35,000
Fair value of consideration transferred   102,112
(-) Fair value of net assets acquired:    
Assets    
Cash and cash equivalents   8,249
Trade receivables   43,462
Inventories   81,972
Property, plant and equipment   1,504
Intangible   34,731
Other assets   8,157
    178,076
Liabilities    
Borrowings   32,455
Trade payables   61,178
Other liabilities   42,205
    135,838
Total identifiable net assets at fair value   42,238
Preliminary goodwill arising on acquisition   72,545

    

 

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Notes to the consolidated financial statements

(In thousands of Brazilian reais - R$, except if otherwise indicated)

· Lavoro Limited Restricted Stock Unit Plan (“RSU Plan”)

 

On August 16, 2023 and September 27, 2023, the board of directors of Lavoro (the “Board”) adopted the Lavoro Limited Restricted Stock Unit Plan (the “RSU Plan”), which provides for the grant of restricted stock units (“RSUs”) to participants identified by the Board.

 

As of the date of the issuance of the consolidated financial statements, 1,634,852 RSUs have been granted, with each RSU entitling the holder to one share of Lavoro stock after the vesting period, as detailed below:

 

  Options granted
   
Granted options 1,689,632
Canceled (92,556)
   
  1,597,076

   

 

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