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6-K 1 form6-kxearningsreleaseand.htm 6-K Document

 
 
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 March 2024
 
Commission File Number: 001-35052 
 
Adecoagro S.A.
(Translation of registrant’s name into English)
 
Vertigo Naos Building 6,
Rue Eugène Ruppert,
L-2453, Luxembourg
Grand Duchy of Luxembourg
(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
 
ITEM  
99.1. Earnings release, dated March 14, 2023, related to the registrant’s results for the fourth quarter ended December 31, 2023.
99.2 Audited consolidated financial statements of the registrant as of and for the year ended December 31, 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.
 
    Adecoagro S.A.
     
     
      By:
/s/ Emilio Federico Gnecco
        Name: Emilio Federico Gnecco
        Title: Chief Financial Officer
Date: March 14, 2024
 
 


    
EX-99.1 2 er12312023.htm EX-99.1 Document


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Beating all-time records; Adjusted EBITDA was $476.6 million in 2023, 10.1% higher YoY, while NCFO increased 24.5% YoY to $175.9 million.
4Q23 Earning Release Conference Call
English Conference Call Luxembourg, March 14, 2024 - Adecoagro S.A. (NYSE: AGRO, Bloomberg: AGRO US, Reuters: AGRO.K), a leading sustainable production company in South America, announced today its results for the fourth quarter ended December 31, 2023. The financial information contained in this press release is based on consolidated financial statements presented in US dollars and prepared in accordance with International Financial Reporting Standards (IFRS) except for Non - IFRS measures. Please refer to page 27 for a definition and reconciliation to IFRS of the Non - IFRS measures used in this earnings release.
March 15, 2024
10 a.m. (US EST)
11 a.m. (Buenos Aires/Sao Paulo time)
3 p.m. (Luxembourg)
Financial Performance - Highlights
Zoom ID: 865 9578 6687 $ thousands 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Passcode: 995202
Gross Sales (1)
400,140 382,016 4.7% 1,442,441 1,351,707 6.7%
Adj EBITDA (2)
Investor Relations
Farming(3)
13,814 10,288 34.3% 103,333 82,911 24.6%
Emilio Gnecco Sugar, Ethanol & Energy 87,476 101,132 (13.5)% 395,637 373,770 5.9%
CFO Corporate Expenses (5,527) (5,636) (1.9)% (22,400) (23,828) (6.0)%
Victoria Cabello Total Adj EBITDA 95,763 105,784 (9.5)% 476,570 432,853 10.1%
IR Officer
Adj EBITDA Margin (2)
24.6% 28.3% (13.4)% 33.6% 32.7% 2.7%
Net Income 82,209 2,732 n.m 226,721 108,606 108.8%
Email
Adj Net Income (2)
(16,402) 18,568 n.a. 153,463 124,521 23.2%
ir@adecoagro.com Adjusted Net Income per Share (0.15) 0.17 n.a. 1.45 1.15 25.8%
LTM Adj Free Cash Flow from Op (NCFO)(2)
175,875 141,286 24.5% 175,875 141,286 24.5%
LTM Adj Free Cash Flow(2)
108,756 70,500 54.3% 108,756 70,500 54.3%
Net Debt(2) / LTM Adj EBITDA (x)
1.1x 1.6x (32.7)% 1.1x 1.6x (32.7)%
Operating Performance - Highlights
Sugarcane milled (thousand tons) 2,928 3,156 (7.2)% 12,497 10,485 19.2%
Website:

Farming Planted Area (Hectares) 265,294 291,843 (9.1)% 265,294 291,843 (9.1)%
www.adecoagro.com Milk Produced (million liters) 51.6 47.6 8.3% 199.9 185.6 7.7%

•All-time records in Gross sales, Adjusted EBITDA, Adjusted Free Cash Flow from Operations(2) (NCFO) and operational metrics, driven by a remarkable performance of the Company throughout the year.
•Gross sales were 6.7% higher in 2023 on greater cane productivity, which enabled us to increase our sugar production and execute sales at solid prices; coupled with an increase in average selling prices in the Rice and Dairy segments.
•Adjusted EBITDA was $476.6 million, 10.1% above 2022, driven by (i) an outperformance of the Rice and Sugar, Ethanol & Energy segments, together with (ii) a farm sale in Argentina. This, in turn, has fully offset the decline reported in the Crops segment driven by an unprecedented drought and higher costs.
•NCFO in 2023 stood at $175.9 million, 24.5% higher year-over-year, resulting in a minimum distribution of $70.3 million to be paid in 2024 via dividend and share repurchase. Net debt came down by 25.9% to $502.5 million on (i) greater cash generation and (ii) lower debt levels thanks to the Company's financial strategy. Net debt/Adjusted EBITDA stood at 1.1x.
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(1) Gross Sales are equal to Net Sales plus sales taxes related to sugar, ethanol and energy.
(2) Please see “Reconciliation of Non-IFRS measures” starting on page 27 for a reconciliation of Adjusted EBITDA, Adjusted Net Income, LTM Adj Free Cash Flow from Op (NCFO), LTM Adj Free Cash Flow and Net Debt for the period. Adjusted EBITDA margin is calculated as a percentage of net sales.
(3) Effective for our fourth quarter 2023, results related to our Land Transformation activities are now being allocated to the operating segment to which the disposed/acquired land belongs. Moreover, we are allocating the results of our cattle activities – previously included in “all other segments” – to the farmland where the cattle is assigned. As required by IFRS, we recast previously reported segment financial information for 4Q22 and the year ended December 31, 2022 to reflect our new reportable segments’ structure. For more information, please refer to page 4 - "Remarks".



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Full Year Results Overview
◦2023 started as a challenging year as our operations in Argentina and Uruguay suffered the effects of extreme dry weather. Despite this, we delivered strong results quarter after quarter, showing the company's resilience. This was achieved thanks to our geographic and product diversification, our flexibility to shift across markets and products, our focus on being low cost producers, and our ability to adapt our financial strategy to profit from opportunities in the Argentine market.
◦Along with the investments carried out throughout the past years across all our operations, this culminated in all-time records for the Company's main financial metrics, as well as in better operational indicators (excluding Crops). At a consolidated level, Adjusted EBITDA amounted to $476.6 million, marking a 10.1% year-over-year increase, and Adjusted Free Cash Flow from Operations (NCFO) reached $175.9 million, 24.5% higher than in 2022. Cash generated was distributed to shareholders, invested in growth projects and used to deleverage - a 25.9% year-over-year reduction in our net debt position to $502.5 million, reaching 1.1x Net Debt/EBITDA.
Sugar, Ethanol & Energy business
◦In 2023, Adjusted EBITDA in the SE&E business reached $395.6 million, 5.9% higher than the previous year. This was explained by a 19.2% year-over-year increase in crushing volume to 12.5 million tons of sugarcane, an all-time record for our mills, driven by (i) greater sugarcane availability, (ii) solid productivity indicators thanks to the implementation of innovative agricultural techniques, such as pre-sprouted seedling (MPB); and (iii) better weather conditions. Thus, TRS equivalent produced was 20.6% higher than in 2022 and we diverted as much as 52% of it to produce sugar, which traded on average 40% above hydrous ethanol in Mato Grosso do Sul. Leveraging on our production flexibility and high industrial efficiency, we were able to produce a record sugar volume of 806 thousand tons (1.7x above the previous year), and profit from attractive prices. In terms of ethanol, we took advantage of our storage capacity to carry over 187 thousand m3 (36% of our annual production) into the following quarters, to profit from higher expected prices. Stored production can eventually be sold as hydrous ethanol, or dehydrated at any time and turned into anhydrous ethanol demanded in the domestic and export markets. Having the necessary certifications and industrial capacity to meet product specifications to export ethanol to Europe is one of our competitive advantages. Regarding energy, we focused on producing only the volume contracted, capturing a premium over spot prices and storing bagasse for more profitable uses. Furthermore, our annual cash cost -our cost to produce one pound of sugar/ethanol- stood at 13.9 cts/lb, in line with our business model of being one of the lowest cost producers in the industry. On a quarterly basis, Adjusted EBITDA amounted to $87.5 million, 13.5% lower compared to 4Q22 driven by a 7.2% year-over-year reduction in crushing volume explained by higher rainfalls received compared to the same period of last year.
◦We have entered into 2024 with good sugarcane availability and we are currently one of the few players in Brazil crushing and producing sugar. Being able to crush cane year round, even during the traditional inter-harvest period, is one of our competitive advantages. Sugar continues to be supported by strong fundamentals and we are in an excellent position to profit from this scenario, as we have only 47% of our expected 2024 sugar production hedged (average price of 23.7 cts/lb). In terms of ethanol, prices have recovered from its lowest level seen in early January due to (i) a significant switch in demand to this type of fuel given the low parity at the pump (currently standing at 60%), coupled with (ii) lower supply as the industry has entered into the inter-harvest period.
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There is still room for ethanol prices to keep on increasing, especially due to the low parity at pump versus its technical level (70%), as well as to an expected year-over-year reduction in ethanol production during the 2024/25 harvest on less cane being crushed in Brazil (and all players still maximizing sugar production given its attractive premium). Assuming weather going normal, we expect to increase our crushing volume versus 2023, as we have sufficient sugarcane availability to use our industrial capacity. This, in turn, would result in a further reduction in unitary cash cost, due to better dilution of fixed costs.
Farming business
◦In 2023, Adjusted EBITDA for our Farming business was $103.3 million, 24.6% higher than in 2022. This was explained by (i) our Rice segment, which reported a 112.6% year-over-year increase thanks to our production and commercial flexibility which enabled us to capture higher average selling prices; coupled with (ii) the sale of El Meridiano farm during September 2023. As anticipated in prior reports, results were partially offset by the underperformance of our Crops segment due to yield reductions on account of La Niña weather event, which led to break-even results (excluding farm sales). Lower crop output, in particular corn silage which is our main cow feed, also drove a year-over-year decline in our Dairy segment. However, cow productivity reached record levels and we leveraged on our industrial flexibility to continue producing the product with the highest marginal contribution, which during the year was fluid milk. On a quarterly basis, Adjusted EBITDA for the Farming business totaled $13.8 million, marking a 34.3% increase versus 4Q22. Again, positive results were explained by an outperformance from our Rice segment on higher prices captured ($199/ton higher versus 4Q22) and a better mix of higher value added products. In the case of Crops, Adjusted EBITDA presented a gain versus 4Q22 due to the mark-to-market of our commodity hedge position, whereas in the Dairy segment, lower results were mainly explained by higher costs in U.S. dollars.
◦We concluded planting activities for our 23/24 campaign with a favorable weather outlook. Rains registered throughout summertime allowed for an improvement in soil moisture and a recovery of water reservoirs in all our productive regions. As of today, most of our crops are undergoing their yield definition phase, so the evolution of weather during the upcoming weeks will be key. Thus, we expect a full recovery in our Crops production in 2024. We have a positive outlook for our Rice segment on account of (i) better yields driven by the full recovery in the water reservoirs which, in turn, enabled us to irrigate all our rice farms; coupled with (ii) our mix of higher value added products. In the case of the Dairy, the outlook remains positive on the back of our continuous focus on achieving efficiencies in our vertically-integrated operations; together with our industrial flexibility to shift processing production to the product that offers the highest margin contribution.

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Remarks
Reporting Segments
◦As from the fourth quarter of 2023, we have modified our internal reporting to refine the way we view our Farming business and its interaction with our land transformation activities embedded within such activities. Therefore, we started allocating any profit from disposition of farmland or a bargain purchase gain, as part of the operating segment where such farmland belongs. In this regard, the sale of El Meridiano farm in September 2023, which generated an Adjusted EBITDA of $29.8 million, was allocated as part of the crops reportable segment within the Farming business.
◦Moreover, we started allocating the results of our minor cattle activities – which were previously reported as part of “All other segments” - to the farmland where the cattle is assigned.
◦As required by IFRS, we recast previously reported segment financial information for the fourth quarter of 2022 and the year ended December 31, 2022 to reflect our new reportable segments’ structure. Please refer to Note 3 to the consolidated financial statements for further details.
2023 Shareholder Distribution
◦During 2023, we distributed a total of $61.2 million, or 43% of the NCFO generated in 2022, representing a distribution yield of 5.9%. This was executed via the repurchase of 2.7 million shares at an average price of $9.54 per share (2.5% of the company's equity), totaling $26.2 million. In addition, we distributed cash dividends in the amount of $35.0 million, paid in two installments of $17.5 million each in May and November 2023, representing approximately $0.33 per share.
◦Dividend distribution and share repurchases are part of the Company's distribution policy, which consists of a minimum distribution of 40% of the NCFO generated during the previous year.
2024 Announced Shareholder Distribution
◦In 2023, we generated $175.9 million of NCFO, which implies a minimum distribution of $70.3 million to be distributed via a combination of cash dividend and share buyback throughout 2024. Cash dividends will amount to $35.0 million to be paid in two installments of $17.5 million each, in or about May and November 2024. Such dividend distribution is subject to the approval of the annual shareholder meeting to be held next April 17th. The balance will be distributed via buybacks and/or dividends as the case may be.
◦During the first two months of the year, we repurchased 1.8 million shares (1.7% of the company's equity) under our existing share buyback program at an average price of $10.19 per share, totaling $18.1 million.

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ESG Update
Commitment to reduce 20% our carbon footprint by 2030
◦Sustainability has been part of our DNA since inception and is a cornerstone of our business model, in which every year we capture 13 million tons of carbon equivalent through photosynthesis. As food and energy producers, we have a key role in supplying a growing global demand for these products in a way that preserves natural resources and the environment, so we want to reinforce our alignment to the Paris Agreement and the United Nations' 2030 agenda by defining decarbonization targets.
◦We are proud to announce our 2030 commitment to reduce carbon intensity by 20% relative to 2021 (base year: 0.31 intensity). This target considers all our Scope 1 and Scope 2 net emissions and the total production volume of our business(1).
◦We have identified potential improvements in each of our operations, which yields attractive financial returns, and define our roadmap to reach our goal. Projects include (i) replacing diesel consumption in Brazil with biomethane; (ii) enhancing precision agriculture and the use of biological inputs; as well as (iii) increasing our production of renewable energy (i.e. biodigesters in our free-stalls). Furthermore, we expect to continue increasing in an efficient way the volume of food we produce, through investments in our value chain as well as the implementation of innovative production techniques.
Certified Ethanol for Sustainable Aviation Fuel (SAF) Production
◦Since March 1st, 2024, the ethanol produced at Angelica mill (Mato Grosso do Sul, Brazil), complies with international requirements for Sustainable Aviation Fuel (SAF) production, as certified by the ISCC CORSIA Plus (Carbon Offsetting and Reduction Scheme for International Aviation). This marks a new achievement for the Company in contributing towards a greener global energy matrix.
Circular economy model
◦Enhancing our circular economy model, since December 30th, 2023, our second biodigester in Argentina is operating and injecting electrical energy into the grid. The facility, located in our dairy farm in Santa Fe province, has an installed capacity of 2MW and an energy generation potential of 17,500MWh per year. The biodigester transforms manure produced by our milking cows into biogas, which then fuels a cogeneration facility that generates electricity. In addition, the remnant of the biogas process is later used as a biofertilizer in our own operations.
ESG achievements
◦Adecoagro now ranks as a top #12 company in the Food Products industry (Score date: January 21st, 2024), according to S&P Global's Corporate Sustainability Assessment (CSA). Furthermore, in 2023, we received the following awards for our ESG work:
▪1st place of the BYMA award for our 2022 Integrated Report, given by the BritCham.
▪Latin American Corporate Responsibility Award by the Ecumenical Social Forum.
▪Best performance in the agribusiness sector, according to Gerencia Ambiental consultant firm.
▪Great Place to Work certification in the Midwest region and in the National Agribusiness (Brazil).
(1) Soil organic carbon is not included in the numerator. Electricity production is not included in the denominator -production- due to unit constraints.
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Sugar, Ethanol & Energy Segment - Operational Performance
SUGAR, ETHANOL & ENERGY - SELECTED INFORMATION
Operating Data Metric 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Milling
Sugarcane Milled tons 2,927,587 3,156,246 (7.2)% 12,497,423 10,484,888 19.2%
Own Cane tons 2,692,136 3,124,796 (13.8)% 11,685,815 10,117,148 15.5%
Third Party Cane tons 235,450 31,450 648.7% 811,608 367,740 120.7%
Production
TRS Equivalent Produced tons 397,310 433,472 (8.3)% 1,731,127 1,435,225 20.6%
Sugar tons 186,443 184,382 1.1% 805,608 481,919 67.2%
Ethanol M3 119,314 138,014 (13.5)% 522,508 540,231 (3.3)%
Hydrous Ethanol M3 85,959 37,686 128.1% 341,270 248,421 37.4%
Anhydrous Ethanol (1)
M3 33,356 100,328 (66.8)% 181,238 291,809 (37.9)%
Sugar mix in production % 52% 44% 17.6% 52% 35% 47.7%
Ethanol mix in production % 48% 56% (14.1)% 48% 65% (25.8)%
Energy Exported (sold to grid) MWh 198,895 169,758 17.2% 694,259 608,964 14.0%
Cogen efficiency (KWh sold/ton crushed) KWh/ton 67.9 53.8 26.3% 55.6 58.1 (4.4)%
Agricultural Metrics
Harvested area Hectares 32,793 38,567 (15.0)% 146,707 152,074 (3.5)%
Yield tons/hectare 82 81 1.4% 80 67 19.7%
TRS content kg/ton 127 134 (5.3)% 132 131 0.7%
Area
Sugarcane Plantation hectares 198,747 192,987 3.0% 198,747 192,987 3.0%
Expansion Area hectares 1,920 3,098 (38.0)% 5,761 7,181 (19.8)%
Renewal Area hectares 6,360 2,688 136.6% 28,083 24,224 15.9%
(1) Does not include 28,773 and 81,689 cubic meters of anhydrous ethanol that were converted by dehydrating our hydrous ethanol stocks during 4Q23 and 12M23, respectively. During 4Q22 and 2022, we dehydrated 28,430 and 63,777 cubic meters of hydrous ethanol.     

Crushing volume during 4Q23 amounted to 2.9 million tons, 7.2% lower than the same period of last year. This was explained by a 13.8% reduction in own sugarcane milled due to higher rainfalls received during the period versus 4Q22. On the other hand, sourcing of third-party cane increased by 204 thousand tons year-over-year, thanks to opportunities that arose from producers in nearby areas. In terms of productivity, yields reached 82 tons per hectare, 1.4% higher than in 4Q22, whereas TRS content presented a slight decrease of 5.3% year-over-year, to 127 kg/ton.
On a full year basis, crushing volume reached 12.5 million tons, marking a 19.2% increase compared to last year and an all-time record for our mills. This was mainly explained by greater sugarcane availability, coupled with a significant improvement in agricultural productivity indicators, including a 19.7% year-over-year increase in yields to 80 tons per hectare. This achievement was also possible thanks to the implementation of agricultural techniques such as pre-sprouted seedling (MPB) - which enables us to reproduce varieties better adapted to our region at a much faster pace - as well as thanks to normal weather conditions that enhanced cane development throughout the year.
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During 4Q23, average sugar prices traded at a significant premium to both hydrous and anhydrous ethanol in Mato Grosso do Sul (55% and 38%, respectively). Consequently, we diverted as much as 52% of our TRS to sugar. Within our ethanol production, 72% was hydrous ethanol, compared to 7% in 4Q22, as demand for this type of fuel had been significantly increasing and gaining market share in the Otto cycle. It is worth pointing out that hydrous ethanol can be dehydrated at any time and turned into anhydrous ethanol, which can be sold either to the domestic or export market, wherever the price premium is better.
On an annual basis, production mix stood at 52% sugar and 48% ethanol. This resulted in a sugar production of 806 thousand tons in 2023, marking a new record for our mills as well as a year-over-year increase of 324 thousand tons. While we maximized sugar production throughout the whole year to profit from the rally in global sugar prices, last year we maximized ethanol production during the first semester and switched to sugar during the second half as ethanol prices decreased (resulting in an annual mix of 35% sugar - 65% ethanol). This was made possible by the high degree of flexibility of our mills, which constitutes one of our most important competitive advantages as it allows us to make a more efficient use of our fixed assets and profit from higher relative prices.
Exported energy during the quarter totaled 198,895 MWh, 17.2% higher compared to 4Q22. The increase in exported energy was fully driven by the use of our stored bagasse to produce energy and comply with our long-term contracts. Consequently, our cogeneration efficiency ratio was up 26.3% compared to the previous year.
In 2023, exported energy reached 694,259 MWh, 14.0% higher versus the previous year, even though crushing volume was up 19.2% year-over-year. As mentioned in prior releases, this was explained by our commercial strategy to use our bagasse for more profitable alternatives during the year, such as fuel in the ethanol dehydration process, rather than sell energy at low spot prices.


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Sugar, Ethanol & Energy Segment - Financial Performance
NET SALES BREAKDOWN $ thousands Units ($/unit)
4Q23 4Q22 Chg % 4Q23 4Q22 Chg % 4Q23 4Q22 Chg %
Sugar (tons) 138,456 86,579 59.9% 250,252 206,425 21.2% 553 419 31.9%
Ethanol (cubic meters) 78,929 102,378 (22.9)% 181,975 166,980 9.0% 434 613 (29.3)%
Hydrous Ethanol (cubic meters) 49,287 16,412 200.3% 123,698 33,277 271.7% 398 493 (19.2)%
Anhydrous Ethanol (cubic meters) 29,642 85,966 (65.5)% 58,277 133,703 (56.4)% 509 643 (20.9)%
Energy (Mwh) (2)
8,788 7,394 18.9% 240,650 186,173 29.3% 37 40 (8.1)%
CBios 2,364 1,442 63.9% 119,234 93,933 26.9% 20 15 29.2%
Others (5)
293 n.a. 271 n.a. 1,081 n.a.
TOTAL (3)
228,830 197,793 15.7%
Cover Crops (tons) (4)
53 —% 274 —% 193 —%
TOTAL NET SALES (1)
228,883 197,793 15.7%
NET SALES BREAKDOWN 12M23 12M22 Chg % 12M23 12M22 Chg % 12M23 12M22 Chg %
Sugar (tons) 416,165 181,891 128.8% 796,298 430,623 84.9% 523 422 23.7%
Ethanol (cubic meters) 233,294 371,722 (37.2)% 460,721 552,171 (16.6)% 506 673 (24.8)%
Hydrous Ethanol (cubic meters) 98,875 104,418 (5.3)% 228,941 162,313 41.0% 432 643 (32.9)%
Anhydrous Ethanol (cubic meters) 134,419 267,304 (49.7)% 231,780 389,858 (40.5)% 580 686 (15.4)%
Energy (Mwh) (2)
31,954 29,681 7.7% 834,371 706,632 18.1% 38 42 (8.8)%
CBios 8,435 9,706 (13.1)% 443,111 550,796 (19.6)% 19 18 8.0%
Others (5)
477 n.a. 473 n.a. 1,008 n.a.
TOTAL (3)
690,325 593,000 16.4%
Cover Crops (tons) (4)
9,959 10,530 (5.4)% 23,036 18,864 22.1% 432 558 (22.6)%
TOTAL NET SALES (1)
700,284 603,530 16.0%

HIGHLIGHTS - $ thousand 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Net Sales (1)
228,883 197,793 15.7% 700,284 603,530 16.0%
Margin on Manufacturing and Agricultural Act. Before Opex 55,069 76,871 (28.4)% 312,017 282,051 10.6%
Adjusted EBITDA 87,476 101,132 (13.5)% 395,637 373,770 5.9%
Adjusted EBITDA Margin 38.2% 51.1% (25.3)% 56.5% 61.9% (8.8)%
(1) Net Sales are calculated as Gross Sales net of ICMS, PIS COFINS, INSS and IPI taxes; (2) Includes commercialization of energy from third parties; (3) Total Net Sales does not include the sale of soybean, corn and beans planted as cover crop during the implementation of the agricultural technique known as meiosis; (4) Corresponding to the sale of soybean, corn and beans planted as cover crop during the implementation of meiosis. (5) Diesel sold by Monte Alegre Distribuidora (MAC), our own fuel distributor located in UMA mill.

Adjusted EBITDA during 4Q23 was $87.5 million, 13.5% lower than the same period of last year. Despite presenting a $31.1 million year-over-year increase in net sales and a $20.3 million year-over-year gain in the mark-to-market of our commodity hedge position, lower EBITDA generation was mainly driven by a $33.9 million year-over-year loss in the mark-to-market of our biological assets. This was explained by a greater improvement in the productivity outlook of our sugarcane plantation in 4Q22 versus 4Q23, due to its recovery following the impact of adverse weather reported in mid-2021. Furthermore, results were also affected by a $10.4 million year-over-year increase in selling expenses on higher freight costs due to a genuine increase in costs as we sold more sugar to profit from higher relative prices.
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On a full year basis, Adjusted EBITDA amounted to $395.6 million, presenting a 5.9% increase versus last year and a new record for this business unit. This was fully driven by a $96.8 million year-over-year increase in net revenues thanks to our commercial decision to favor sugar production throughout the whole year. Again, results were partially offset by (i) a $13.6 million loss in the mark-to-market of our biological assets and (ii) a $19.0 million year-over-year increase in selling expenses, due to the same aforementioned drivers.
Net sales reached $228.9 million during 4Q23 and $700.3 million in 2023, marking a 15.7% and 16.0% increase compared to the same period of last year, respectively. In both cases, the growth was driven by higher selling volume and higher average selling prices of sugar. Results were partially offset by the year-over-year reduction in ethanol sales as we carried over inventory to be sold at higher expected future prices.
In the case of sugar, sales amounted to $138.5 million during 4Q23, presenting a 59.9% increase compared to the same period of last year. This was driven by a 21.2% year-over-year increase in selling volumes as our mix decision favored the production of sugar to capture the price premium over ethanol; coupled with a 31.9% year-over-year increase in the average selling price as we captured the rally in global sugar prices caused by limited global supply. On an annual basis, sugar sales reached $416.2 million, 128.8% higher than the previous year due to a year-over-year increase in volumes sold of 366 thousand tons, together with a 23.7% year-over-year increase in the average selling price.
Ethanol sales amounted to $78.9 million during 4Q23, down 37.2% compared to 4Q22. Although selling volumes were up 9.0% versus the prior year on higher hydrous ethanol sales due to higher demand for this type of fuel, overall sales were fully offset by a 24.8% decrease in the average selling price. Lower prices were explained by (i) solid production levels in Brazil on strong cane productivity in the Center-South region; coupled with (ii) limited storage capacity, which resulted in more supply of ethanol in the market. Nevertheless, it is worth highlighting that we strategically conducted our sales throughout the quarter in order to always sell each product at its best possible price, in line with our commercial strategy.
On a full year basis, ethanol sales amounted to $233.3 million, marking a 37.2% reduction compared to the same period of last year. Lower revenues were driven by the above mentioned drivers, in addition to an uneven year-over-year comparison as we took advantage of a peak in ethanol prices during April 2022 and sold ethanol at over 26 cts/lb sugar equivalent, as explained in prior releases. Furthermore, the decrease in volumes sold in 2023 was also driven by (i) our sugar max mix strategy; and (ii) our commercial strategy to build up ethanol inventories until prices recover (36% of our annual production was stored in our ethanol tanks by year end). Within our volume sold, we exported 54.4 thousand cubic meters of anhydrous ethanol at an average price of $637/m3, out of which 25.8 thousand cubic meters were sold in 4Q23 at an average price of $572/m3. This represents a competitive advantage as we have the necessary certifications and industrial capacity to meet product specifications to export ethanol to Europe.
Due to the efficiency and sustainability in our operations, ranked among the highest in the industry, we have the right to issue carbon credits (CBio) every time we sell ethanol. During the quarter, we sold $2.4 million worth of CBios, marking a 63.9% year-over-year increase. This was driven by a 29.2% increase in the average selling price to 98 BRL/CBio ($20/CBio), coupled with a 26.9% year-over-year increase in units sold. Year-to-date, we sold 443,111 CBios, amounting to $8.4 million.
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Net sales of energy reached $8.8 million during 4Q23, 18.9% higher than last year on account of higher selling volumes, despite presenting a 8.1% year-over-year reduction in the average selling price. On an annual basis, energy sales amounted to $32.0 million, 7.7% higher compared to the same period of last year, driven by an 18.1% increase in selling volumes which fully offset the 8.8% decline in the average selling price.
SUGAR, ETHANOL & ENERGY - PRODUCTION COSTS(1)
Total Cost ($'000) Total Cost per Pound (cts/lbs)
4Q23 4Q22 Chg % 4Q23 4Q22 Chg %
Industrial costs 32,105 22,502 42.7% 4.1 2.5 62.4%
Industrial costs 22,568 21,047 7.2% 2.9 2.4 22.1%
Cane from 3rd parties 9,537 1,455 555.6% 1.2 0.2 646.4%
Agricultural costs 90,339 89,621 0.8% 11.5 10.0 14.8%
Harvest costs 37,137 31,164 19.2% 4.7 3.5 35.7%
Cane depreciation 18,506 18,662 (0.8)% 2.4 2.1 12.9%
Agricultural Partnership Costs 13,046 12,910 1.1% 1.7 1.4 15.0%
Maintenance costs 21,650 26,886 (19.5)% 2.8 3.0 (8.3)%
Total Production Costs 122,444 112,123 9.2% 15.6 12.5 24.3%
Depreciation & Amortization PP&E (45,829) (45,969) (0.3)% (5.8) (5.1) 13.5%
Total Production Costs (excl D&A) 76,615 66,153 15.8% 9.8 7.4 31.9%
SUGAR, ETHANOL & ENERGY - PRODUCTION COSTS(1)
Total Cost ($'000) Total Cost per Pound (cts/lbs)
12M23 12M22 Chg % 12M23 12M22 Chg %
Industrial costs 113,652 91,937 23.6% 3.3 3.2 2.9%
Industrial costs 81,683 78,244 4.4% 2.4 2.7 (13.1)%
Cane from 3rd parties 31,969 13,693 133.5% 0.9 0.5 94.4%
Agricultural costs 345,684 302,905 14.1% 10.0 10.5 (5.0)%
Harvest costs 134,907 112,908 19.5% 3.9 3.9 (0.5)%
Cane depreciation 79,069 67,030 18.0% 2.3 2.3 (1.8)%
Agricultural Partnership Costs 52,347 50,570 3.5% 1.5 1.8 (13.8)%
Maintenance costs 79,361 72,397 9.6% 2.3 2.5 (8.7)%
Total Production Costs 459,336 394,842 16.3% 13.2 13.7 (3.1)%
Depreciation & Amortization PP&E (175,903) (160,920) 9.3% (5.1) (5.6) (9.0)%
Total Production Costs (excl D&A) 283,433 233,922 21.2% 8.2 8.1 0.9%
(1)Total production cost may differ from our COGS figure as the former refers to the cost of our goods produced, whereas the latter refers to the cost of our goods sold.

Total production costs excluding depreciation and amortization reached 9.8 cts/lb in 4Q23, marking a 31.9% increase compared to 4Q22. This was mainly explained by a 1 cts/lb year-over-year increase in the cost of cane from third-parties on higher volume purchased, coupled with a lower dilution of fixed costs caused by the year-over-year reduction in crushing volume. However, during 2023 total production costs excluding depreciation and amortization amounted to 8.2 cts/lb, in line with the previous year.
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This was driven by a 20.6% year-over-year increase in total TRS equivalent produced, on account of more crushing and higher TRS content per hectare, which, enabled us to better dilute both our fixed and variable costs, especially agricultural costs which represent roughly 80% of our cost structure. As always, we continue to use concentrated vinasse and filter cake to replace 100% of our potash fertilizer requirements and 48% of total agricultural inputs needs, reducing our sourcing needs.

SUGAR, ETHANOL & ENERGY - TOTAL COST OF PRODUCTION
Total Cost ($'000) Total Cost per Pound (cts/lbs)
12M23 12M22 Chg % 12M23 12M22 Chg %
Total Production Cost (excl. D&A) 283,433 233,922 21.2% 8.2 8.1 0.9%
Maintenance Capex 175,541 140,664 24.8% 5.1 4.9 4.8%
SG&A 73,721 50,395 46.3% 2.1 1.7 20.4%
Cogeneration (29,040) (27,236) 6.6% (0.8) (0.9) (15.1)%
Tax Recovery (22,626) (19,780) 14.4% (0.7) (0.7) 2.3%
Total Cash Cost 481,029 377,966 27.3% 13.9 13.1 6.3%

Total cash cost reflects, on a cash basis, how much it costs us to produce one pound of sugar and ethanol (in sugar equivalent). Maintenance capex is included in the calculation since it is a recurring investment, necessary to maintain the productivity of the sugarcane plantation. As we are calculating sugar and ethanol costs, energy is deemed a by-product and thus deducted from total costs. As for the tax recovery line item, it includes the ICMS tax incentive that the state of Mato Grosso do Sul granted us until 2032.
As shown in the table above, on a yearly basis, total cash cost on a per pound basis reached 13.9 cts/lb, 6.3% higher compared to 2022. This increase is mainly explained by (i) a 20.4% increase in SG&A on account of higher freight costs and of our commercial decision to produce more sugar and profit from higher relative prices; coupled with (ii) a 4.8% increase in maintenance capex mostly driven by an overall appreciation of the Brazilian Real versus the prior year, as well as higher renewal area and renewal planting costs. It is worth pointing out that the 20.6% year-over-year increase in TRS equivalent produced enabled us to better dilute our costs, thereby limiting the increase in cash costs. All of our efforts are devoted to further enhance efficiencies to continue reducing total cash cost. As we continue ramping up operations in our cluster, cash cost will continue its downward trend as more fixed costs will be diluted.

SUGAR, ETHANOL & ENERGY - CHANGES IN FAIR VALUE
$ thousands 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Sugarcane Valuation Model current period 112,625 104,586 7.7% 112,625 104,586 7.7%
Sugarcane Valuation Model previous period 135,055 91,145 48.2% 104,586 64,364 62.5%
Total Changes in Fair Value (22,429) 13,441 n.a 8,040 40,222 (80.0)%
Total Changes in Fair Value of Unharvested Biological Assets (what is currently growing on the fields and will be harvested during the next 12 months) booked gains of $8.0 million in 12M23. This is explained by an improvement in the productivity outlook of our sugarcane plantation, driven by better yields, coupled with higher expected prices.
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Farming - Financial Performance
FARMING - FINANCIAL HIGHLIGHTS
$ thousands 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Gross Sales
Crops 46,072 55,900 (17.6)% 216,912 280,329 (22.6)%
Rice 60,231 64,824 (7.1)% 256,347 204,396 25.4%
Dairy 54,791 54,718 0.1% 246,875 236,222 4.5%
     Total Sales 161,094 175,442 (8.2)% 720,134 720,947 (0.1)%
Adjusted EBITDA (1)
Crops (304) (3,379) n.a 26,979 28,934 (6.8)%
Rice 8,188 5,806 41.0% 47,869 22,517 112.6%
Dairy 5,930 7,861 (24.6)% 28,485 31,460 (9.5)%
     Total Adjusted EBITDA (1)
13,814 10,288 34.3% 103,333 82,911 24.6%
(1) Please see “Reconciliation of Non-IFRS measures” starting on page 27 for a reconciliation of Adjusted EBITDA and Adjusted EBIT to Profit/Loss. Adjusted EBITDA margin and Adjusted EBIT margin are calculated as a percentage of net sales.
Adjusted EBITDA in our Farming business totaled $13.8 million in 4Q23, marking a 34.3% increase compared to the same period of last year. This was mostly explained by a 41.0% year-over-year increase in our Rice segment due to higher average selling prices and the disposal of a non-strategic asset. Moreover, Adjusted EBITDA in our Crops segment increased by $3.1 million versus 4Q22, explained by gains in the mark-to-market of our commodity hedge position, despite presenting a year-over-year reduction in sales (lower volume as a consequence of La Niña weather), as well as higher costs. Lastly, our Dairy segment reported a 24.6% year-over-year decline driven by higher costs in U.S. dollar terms.
On an annual basis, Adjusted EBITDA was $103.3 million, 24.6% higher than the previous year. Higher results were mainly driven by (i) the sale of El Meridiano farm during September 2023, which generated an Adjusted EBITDA of $29.8 million, together with (ii) strong results from our Rice operations. Again, results were partially offset by the underperformance of our Crops and Dairy segments which were impacted by La Niña weather event.
For a more detailed explanation, please refer to the performance description of each business line starting next page.


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Crops Segment
GROSS SALES BREAKDOWN Amount ($ '000) Volume $ per unit
Crops 4Q23 4Q22 Chg % 4Q23 4Q22 Chg % 4Q23 4Q22 Chg %
Soybean 9,161 6,200 47.8% 18,604 13,198 41.0% 492 470 4.8%
Corn (1)
5,980 11,800 (49.3)% 28,523 39,635 (28.0)% 210 298 (29.6)%
Wheat (2)
2,357 5,452 (56.8)% 10,221 17,004 (39.9)% 231 321 (28.1)%
Sunflower 1,679 6,207 (73.0)% 2,309 8,845 (73.9)% 727 702 3.6%
Cotton Lint 5,561 1,937 187.1% 2,579 807 219.7% 2,156 2,401 (10.2)%
Peanut 17,399 18,588 (6.4)% 10,571 13,113 (19.4)% 1,646 1,418 16.1%
Others (3)
3,935 5,716 (31.2)% 1,049 243 332.4%
Total 46,072 55,900 (17.6)% 73,856 92,844 (20.5)%
GROSS SALES BREAKDOWN 12M23 12M22 Chg % 12M23 12M22 Chg % 12M23 12M22 Chg %
Soybean 51,096 72,323 (29.4)% 108,942 167,881 (35.1)% 469 431 8.9%
Corn (1)
35,464 72,427 (51.0)% 160,522 295,299 (45.6)% 221 245 (9.9)%
Wheat (2)
15,968 23,603 (32.3)% 60,019 81,971 (26.8)% 266 288 (7.6)%
Sunflower 19,812 25,076 (21.0)% 34,649 32,747 5.8% 572 766 (25.3)%
Cotton Lint 12,122 6,805 78.1% 5,767 4,428 30.2% 2,102 1,537 36.8%
Peanut 67,072 63,087 6.3% 49,725 50,419 (1.4)% 1,349 1,251 7.8%
Others (3)
15,378 17,008 (9.6)% 9,238 9,268 (0.3)%
Total 216,912 280,329 (22.6)% 428,862 642,013 (33.2)%
HIGHLIGHTS - $ thousand 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Gross Sales 46,072 55,900 (17.6)% 216,912 280,329 (22.6)%
Adjusted EBITDA (304) (3,379) n.a 26,979 28,934 (6.8)%
(1) Includes sorghum; (2) Includes barley; (3) Includes sale of certifications related to RTRS soybean (Round Table on Responsible Soy Association) and sales related to our cattle activities.
As stated on page 4 of our Earnings Release, we modified our internal reporting to refine the way we view our Farming business and its interaction with the land transformation activities embedded within such business. Furthermore, we started allocating the results of our minor cattle activities – which were previously reported as part of “all other segments” – to the farmland where the cattle is assigned. Consequently, the results reported in our Crops segment are being impacted by the consolidation of the results of these activities.
Focusing solely on our Crops results, gross sales amounted to $46.1 million during 4Q23, marking a 17.6% year-over-year reduction. This was explained by a 20.5% decrease in selling volumes versus the previous year, coupled with a mixed performance in prices. As previously explained, our Crops segment experienced a significant decline in yields driven by the extreme drought caused by La Niña weather event in Argentina and Uruguay. On an annual basis, gross sales were $216.9 million, 22.6% down compared to the same period of last year, fully explained by a 33.2% reduction in selling volumes, explained by the same driver aforementioned. Nevertheless, in terms of average selling price, we were able to profit from opportunities that arose in Argentina's local market throughout the year, such as the preferential FX rate for the export of certain agricultural products (also known as "agri dollar"), which helped us to mitigate the lower volumes sold.
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As described in prior releases, our main crops presented a 30%-40% reduction in yields during the 2022/23 harvest season on account of "La Niña" weather event. Moreover, margins were pressured by an increase in costs of agricultural inputs in U.S. dollars, including diesel and agrochemicals, as well as higher logistic costs, among others. All this together, coupled with the decrease in net sales, concluded in a break even Adjusted EBITDA for the Crops segment for both the quarter and full-year results (excluding farm sales). However, this was partially offset by year-over-year gains in the mark-to-market of our commodity hedge position, along with lower selling expenses driven by lower volumes sold and the elimination of exports taxes in some of our crops.
Including results from our latest land sale and our cattle activities, Adjusted EBITDA amounted to negative $304.0 thousand in 4Q23, $3.1 million higher than in 4Q22, whereas on an annual basis it reached $27.0 million, marking a 6.8% year-over-year decrease. Results reflect the sale of El Meridiano farm, conducted in September 2023, which generated an Adjusted EBITDA of $29.8 million previously booked in the Land Transformation segment.


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Rice Segment
RICE
Highlights metric 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Gross Sales $ thousands 60,231 64,824 (7.1)% 256,347 204,396 25.4%
      Sales of white rice
thousand tons (1)
64 98 (34.2)% 320 320 (0.1)%
$ per ton 795 596 33.4% 679 554 22.6%
$ thousands 51,221 58,393 (12.3)% 217,052 177,311 22.4%
      Sales of By-products $ thousands 9,010 6,321 42.5% 39,295 26,378 49.0%
Adjusted EBITDA $ thousands 8,188 5,806 41.0% 47,869 22,517 112.6%
Rice Mills
Total Processed Rough Rice(2)
thousand tons 62 82 (24.5)% 280 352 (20.4)%
Ending stock - White Rice thousand tons 32 34 (7.3)% 32 34 (7.3)%
(1) Includes the sale of 36 thousand tons of white rice sourced from third-parties during 2023; (2) Expressed in white rice equivalent

Gross sales amounted to $60.2 million in 4Q23, marking a 7.1% decrease compared to 4Q22, driven by a 34.2% reduction in volumes sold during the period. However, this was partially offset by a 33.4% year-over-year increase in the average selling price, which stood at an impressive $795/ton during the quarter. As previously explained, our average selling price has increased throughout the year due to a better mix of higher added value products and higher global prices as a consequence of (i) stronger demand; (ii) adverse weather conditions in key producing countries and (iii) India (the world's largest rice exporter) banning long grain rice exports to secure domestic supply. Furthermore, our rice exports were also benefited by a preferential exchange rate ("agri dollar" price scheme) to convert sales to local currency.
On an annual basis, gross sales reached $256.3 million, 25.4% higher versus the same period of last year. This was fully explained by a 22.6% year-over-year increase in average selling prices, which amounted to $679/ton. Again, results were positively impacted by higher average prices in the export market, as well as in the domestic market, due to the same aforementioned drivers.
Adjusted EBITDA amounted to $8.2 million in 4Q23, marking a 41.0% year-over-year increase. This was mainly explained by (i) a $3.4 million year-over-year decrease in selling expenses due to lower volume sold as well as to the elimination of export taxes, coupled with (iii) a $5.1 million year-over-year gain related to the disposal of a non-strategic asset. In 2023, Adjusted EBITDA was $47.9 million, $25.4 million higher than last year, driven by (i) the $52.0 million year-over-year increase in gross sales, coupled with (ii) an $8.0 million year-over-year gain from the disposal of two non-strategic assets. This fully offset the lower results reported at the operational level – yield reduction due to the impact of La Niña weather event in some of our rice farms, which contributed to an $18.5 million year-over-year loss in our biological asset and agricultural produce during the period – and higher costs in U.S. dollar terms.
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Dairy Segment
DAIRY
Highlights metric 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Gross Sales
$ thousands (1)
54,791 54,718 0.1% 246,875 236,222 4.5%
million liters (2) (3)
108.0 105.7 2.2% 404.2 411.6 (1.8)%
Adjusted EBITDA $ thousands 5,930 7,861 (24.6)% 28,485 31,460 (9.5)%
Dairy - Farm
Milking Cows average heads 14,547 14,406 1.0% 14,509 14,415 0.6%
Cow Productivity liter/cow/day 38.6 35.9 7.3% 37.7 35.3 7.0%
Total Milk Produced million liters 51.6 47.6 8.3% 199.9 185.6 7.7%
Dairy - Industry
Total Milk Processed million liters 96.7 91.1 6.2% 351.8 359.4 (2.1)%
(1) Includes sales of raw milk, processed dairy products, electricity and culled cows; (2) Includes sales of raw milk, fluid milk, powder milk and cheese, among others; (3) The difference between volume processed and volume sold is explained by the sale of raw milk to third parties.
In 4Q23, raw milk production was 51.6 million liters, 8.3% higher compared to the same period of last year. This was mainly explained by a 7.3% increase in productivity to 38.6 liters per cow per day. On a full-year basis, total raw milk production amounted to 199.9 million liters, marking a 7.7% year-over-year increase compared to the previous year. This was mostly driven by a 7.0% increase in cow productivity to 37.7 liters/cow/day with our 14,509 milking cows. This marks a new record for the segment and we achieved it while managing twice the amount of cows we had during our previous record (36.7 liter/cow/day in 2016, managing an average of 6,880 milking cows).
At the industry level, we processed 96.7 million liters of raw milk during 4Q23, 6.2% higher than last year. Out of this volume, approximately 37% came from our dairy farm operations whereas the balance was sourced from local producers in nearby areas or supplied by partners to whom we provide tolling services. In 2023, total processed milk amounted to 351.8 million liters of raw milk, 2.1% lower than the previous year. We continue working on product developments for the domestic and export market.
Adjusted EBITDA amounted to $5.9 million and $28.5 million in 4Q23 and 2023, respectively, marking a 24.6% and 9.5% reduction compared to the same period of last year. On the one hand, results were positively impacted by (i) an increase in sales due to higher average selling prices, as we improved the mix of higher value added products and produced more fluid milk for the domestic market which offered the highest marginal contribution during these periods; (ii) our continuous focus on achieving efficiencies in our vertically integrated operations and increasing our productivity levels in every stage of the value chain; and (iii) our flexibility to divert milk to the production of a variety of dairy products, as well as to shift sales across markets. On the other hand, results were fully offset by (i) higher costs in U.S. dollar terms and (ii) higher cost of feed (mostly corn silage due to the impact on yields caused by La Niña weather event).
Adjusted EBIT was $3.0 million and $17.6 million during 4Q23 and 2023, respectively. However, once interest expense and the foreign exchange loss related to the financial debt are considered, the full year results decrease to negative $141.3 million.

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Corporate expenses
CORPORATE EXPENSES
$ thousands 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Corporate Expenses (5,527) (5,636) (1.9)% (22,400) (23,828) (6.0)%
Adecoagro’s corporate expenses include items that are not allocated to a specific business segment, such as the remuneration of executive officers and headquarters staff, certain professional services, office lease expenses, among others. Corporate expenses for 4Q23 were $5.5 million, in line with last year, while in 2023 it amounted to $22.4 million, 6.0% down compared to the previous year. Despite experiencing an impact in costs from inflation in U.S. dollar terms, the year-over-year reduction is explained by an action plan set by the company which aimed to reduce expenses and generate savings, among other initiatives.

Net Income & Adjusted Net Income
Net Income amounted to $82.2 million during 4Q23, $79.5 million higher compared to 4Q22. This was mainly explained by the variation of foreign exchange rate, which presented a year-over-year gain of $61.3 million due to a faster depreciation of the Argentine peso (131% versus 20% in 4Q22); coupled with a $40.6 million year-over-year gain in inflation accounting driven by the net exposure of our monetary position. This was partially offset by a $24.0 million year-over-year increase in income tax expenses.
In 2023, net income was $226.7 million, $118.1 million higher than last year. This was due to (i) a $75.0 million year-over-year gain on foreign exchange rate variation explained by financial gains that arose from a 356% annual depreciation of the Argentine Peso (versus 72% in 2022); together with (ii) a $31.0 million year-over-year gain in inflation accounting; and (iii) a $43.7 million year-over-year increase in Adjusted EBITDA generation. Again, results were partially offset by a $51.9 million year-over-year increase in income tax expenses.
Adjusted Net Income reached negative $16.4 million during 4Q23, $35.0 million lower than in 4Q22, whereas on an annual basis it stood at $153.5 million, marking a 23.2% year-over-year increase on higher Adjusted EBITDA generation.
ADJUSTED NET INCOME (1)
$ thousands 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Profit for the period 82,209 2,732 n.a. 226,721 108,606 108.8%
Foreign exchange losses/(gains), net (56,976) (6,636) 758.6% (90,930) (19,278) 371.7%
Cash flow hedge - transfer from equity (6,358) 4,620 n.a. 36,863 40,195 (8.3)%
Inflation accounting effects (23,744) 16,821 (241.2)% (28,816) 2,144 n.a.
Net results from Fair Value adjustment of Investment Property (11,533) (917) n.a (10,620) 2,961 n.a.
Revaluation surplus of farmland sold n.a. 20,245 n.a.
Bargain purchase gain on acquisition (2)
1,948 (100.0)% (10,107) (100.0)%
Adjusted Net Income (16,402) 18,568 n.a. 153,463 124,521 23.2%
(1) Please see “Reconciliation of Non-IFRS measures” starting on page 27 for a reconciliation of Adjusted Net Income; (2) Non-cash item related to our recent acquisition of Viterra's rice operations, representing the difference between acquisition cost and fair value of net assets acquired

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Indebtedness
NET DEBT BREAKDOWN
$ thousands 4Q23 3Q23 Chg % 4Q22 Chg %
Farming 171,501 375,916 (54.4)% 291,861 (41.2)%
Short term Debt 157,629 329,240 (52.1)% 251,422 (37.3)%
Long term Debt 13,873 46,676 (70.3)% 40,439 (65.7)%
Sugar, Ethanol & Energy 733,447 720,574 1.8% 715,891 2.5%
Short term Debt 49,477 14,984 230.2% 28,348 74.5%
Long term Debt 683,970 705,590 (3.1)% 687,544 (0.5)%
Total Short term Debt 207,106 344,224 (39.8)% 279,769 (26.0)%
Total Long term Debt 697,843 752,266 (7.2)% 727,983 (4.1)%
Gross Debt 904,949 1,096,490 (17.5)% 1,007,752 (10.2)%
Cash & Equivalents 339,781 349,812 (2.9)% 230,653 47.3%
Short-Term Investments 62,637 39,926 56.9% 98,571 (36.5)%
Net Debt 502,531 706,752 (28.9)% 678,528 (25.9)%
EOP Net Debt / Adj. EBITDA LTM 1.1x 1.5x (27.4)% 1.6x (32.7)%

As of December 31, 2023, Adecoagro's net debt amounted to $502.5 million, 28.9% lower compared to the previous quarter and 25.9% down versus the same period of last year. This was fully explained by a significant reduction in the gross debt position of our Farming business, coupled with a genuine increase in our cash position.
Looking at our cash levels, the growth was mainly driven by an year-over-year increase in our net cash from operations generated during the last twelve months, which, in turn, enabled us to (i) reduce our net debt position; (ii) invest in growth projects, such as the expansion of our sugarcane plantation in Mato Grosso do Sul; and (iii) distribute profits with shareholders via cash dividend and share repurchase, as stated in our distribution policy. In terms of gross debt, total debt in our Farming business was reduced by 54.4% quarter-over-quarter and 41.2% year-over-year due to the Company's financial strategy carried out throughout the year that enabled us to take advantage of opportunities in Argentina's financial market and benefit from the sharp depreciation of the Argentine Peso (131% during 4Q23 and 356% in 2023).
Consequently, our Net Debt ratio (Net Debt/EBITDA) as of 4Q23 was 1.1x, 27.4% lower than the previous quarter and 32.7% lower than in 4Q22. Furthermore, our Liquidity ratio (Cash & Equivalents + Marketable Inventories / Short Term Debt), reached 2.81x, showing the Company's full capacity to repay short term debt with its cash balances.
We believe that our balance sheet is in a healthy position based not only on the adequate overall debt levels but also in terms of our indebtedness, most of which is long-term debt.
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Capital Expenditures
CAPITAL EXPENDITURES
$ thousands 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Farming 4,884 10,265 (52.4)% 22,809 42,281 (46.1)%
Expansion 1,172 10,265 (88.6)% 15,229 24,563 (38.0)%
Maintenance 3,713 n.a 7,579 17,719 (57.2)%
Sugar, Ethanol & Energy 54,878 38,674 41.9% 227,430 186,783 21.8%
Maintenance 40,827 16,628 145.5% 175,541 140,560 24.9%
Planting 26,969 12,229 120.5% 101,157 72,916 38.7%
Industrial & Agricultural Machinery 13,858 4,399 215.0% 74,384 67,645 10.0%
Expansion 14,051 22,046 (36.3)% 51,889 46,223 12.3%
Planting 11,360 16,667 (31.8)% 32,117 30,259 6.1%
Industrial & Agricultural Machinery 2,691 5,379 (50.0)% 19,772 15,964 23.9%
Total 59,763 48,939 22.1% 250,239 229,065 9.2%
Total Maintenance Capex 44,540 16,628 167.9% 183,120 158,279 15.7%
Total Expansion Capex 15,223 32,311 (52.9)% 67,119 70,786 (5.2)%
Adecoagro's capital expenditures amounted to $59.8 million in 4Q23, 22.1% higher compared to last year, while in 2023 it reached $250.2 million, marking a 9.2% year-over-year increase.
The Sugar, Ethanol and Energy business accounted for 92% or $54.9 million of total capex in 4Q23, marking a 41.9% increase compared to the same period of last year. Within this figure, maintenance capex was $40.8 million, $24.2 million higher than the previous year. This was explained by a $14.7 million year-over-year increase in maintenance planting on higher costs related to soil preparation to execute our renewal planting activities, coupled with a $9.5 million year-over-year increase in Industrial & Agricultural Machinery. Expansion capex, in turn, decreased 36.3% compared to the previous year, reaching $14.1 million. Investments on this front were related to (i) expansion planting, as well as to (ii) small projects including the construction of our second biodigester in order to increase our biogas production, which later is converted into biomethane and is used to replace our diesel consumption. In 2023, capital expenditures amounted to $227.4 million, 21.8% higher compared to last year.
The Farming businesses accounted for 8%, or $4.9 million of total capex in 4Q23, presenting a year-over-year decrease of 52.4%. This was driven by a 88.6% year-over-year reduction in expansion capex as we concluded the construction of our second biodigester and the upgrade of our cheese factory line in Morteros facility. On a full-year basis, capital expenditures amounted to $22.8 million, 46.1% lower compared to the same period of last year mainly due to lower maintenance capex requirements. It is worth highlighting that during the year we implemented an action plan which aimed to reduce expenses and generate savings in a year of adverse weather in Argentina. The revision of capex investments in our Farming business was part of this initiative.
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4Q23 Market Highlights
◦Sugar prices continued trading within a range of 26-28 cts/lb during October and November 2023 due to (i) sugar trade flows continuing to show a deficit on lower crop estimates in the European Union, Mexico and Thailand and no exports from India; as well as to (ii) port congestion in Brazil due to a record physical delivery. Nevertheless, sugar prices collapsed to 20.2 cts/lb in December, explained by (i) higher sugar production in Brazil and record exports driven by a strong tail in Brazil's harvest favored by dry weather at year-end; coupled with (ii) the decision of India to limit the use of sugar juice to produce ethanol; and (iii) funds reducing their long position. Looking ahead, sugar prices will depend on how Brazil's 24/25 harvest season evolves (weather risk), along with the pace of its sugar exports and the development of crops in other producing countries during the upcoming months.
◦According to the ESALQ index, both hydrous and anhydrous ethanol prices decreased on average 25% year-over-year, and down 4% and 8%, respectively, compared to the previous quarter. A longer harvest season in Brazil's Center-South region and higher inventory levels were the main drivers towards the decline in prices and the increase in selling pressure. During the quarter, ethanol prices remained competitive at the pump versus gasoline, resulting in a strong increase in demand especially by the end of the quarter. As reported by UNICA (Brazil's sugarcane association), total ethanol sales in 4Q23 were 14% higher year-over-year and 4% higher compared to the previous quarter. In December 2023, hydrous domestic sales reported an impressive 39% improvement versus the same period of last year, trend that has also been observed during 2024 year-to-date. In terms of outlook, the 24/25 harvest season in Brazil is expected to start with a full maximization of sugar due to better prices than ethanol, while the recovery in demand should provide firm support for ethanol prices.
◦Brazil's carbon credit market under the RenovaBio program presented a 23% year-over-year increase in 4Q23, whereas quarter-over-quarter decreased by 13%, reaching an average price of 114 BRL/CBio (approximately 23 USD/CBio).
◦In 4Q23, energy spot prices in the southeast region of Brazil were 40% higher than during the same period of last year. During October, November and December, energy prices were on average 77.8 BRL/MWh. Despite the increase in the PLD (Preço de Liquidação das Diferenças or settlement price for differences), prices continued to be impacted by the level of water in the southeast reservoirs (60%) and the expectation of precipitations due to seasonality. As of December 31st, 2023, consumption showed a 10% year-over-year increase, according to CCEE (Electric Energy Trading Chamber).
◦During 4Q23, soybean traded 1% lower at CBOT compared to 3Q23, while corn traded 3% lower. The decrease in prices was driven by (i) both Brazil and Argentina having a good production forecast for the current campaign; coupled with (ii) USA recovering stocks after a solid harvest; and (iii) no altering of commercial flows - as opposed to previous quarters. Despite South America going through an "El Niño" weather event, rains were limited on some productive areas, but still not enough to damage the crop potential. During 4Q23, funds maintained a long position in soybean meal and a short position in soybean, corn and soybean oil. Prices at Argentina's local market traded 9% lower for soybeans and 2% lower for corn compared to 3Q23. This was driven by (i) political and economic uncertainty; and (ii) government interventions in the market ("agri dollar" scheme).
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Other Operational & Financial Metrics

2022/23 Harvest Season

FARMING PRODUCTION DATA
Planting & Production Planted Area (hectares) 2022/23 Harvested Area Yields (Tons per hectare)
2022/23 2021/22 Chg % Hectares % Harvested Production 2022/23 2021/22 Chg %
Soybean 51,944 43,515 19.4% 51,944 100.0% 92,639 1.8 3.0 (39.7)%
Soybean 2nd Crop 29,827 27,559 8.2% 29,827 100.0% 31,188 1.0 1.8 (41.6)%
Corn (1)
38,575 48,344 (20.2)% 38,575 100.0% 187,684 4.9 6.2 (20.9)%
Corn 2nd Crop 2,836 9,192 (69.1)% 2,836 100.0% 4,931 1.7 4.9 (64.6)%
Wheat (2)
35,789 46,509 (23.0)% 35,789 100.0% 83,290 2.3 3.0 (21.5)%
Sunflower 18,131 23,092 (21.5)% 18,131 100.0% 32,565 1.8 1.7 6.2%
Cotton 10,075 7,427 35.7% 10,075 100.0% 6,224 0.6 0.6 7.7%
Peanut 19,813 22,102 (10.4)% 19,813 100.0% 39,306 2.0 2.8 (29.8)%
Other (3)
2,658 3,246 (18.1)% 2,658 100.0% 6,029 2.3 1.6 40.6%
Total Crops 209,646 230,986 (9.2)% 209,646 100.0% 483,855
Rice 55,648 60,857 (8.6)% 55,648 100.0% 354,128 6.4 6.8 (7.1)%
Total Farming 265,294 291,843 (9.1)% 265,294 100.0% 837,983
Owned Croppable Area 97,812 112,361 (12.9)%
Leased Area 134,820 142,732 (5.5)%
Second Crop Area 32,662 36,750 (11.1)%
Total Farming Area 265,294 291,843 (9.1)%
(1) Includes sorghum; (2) Includes barley and peas; (3) Includes chia, sesame, potatoes and beans
Our 2022/23 campaign concluded by October 2023, with a total harvested area of 265,294 hectares and a production of over 800 thousand tons of aggregate grains. As previously stated, yields for most of our summer crops presented a significant decline compared to the prior campaign due to "La Niña" weather event that impacted our operations in Argentina and Uruguay.
During the second half of 2023, we began our planting activities for the 2023/24 season, which continued throughout early 2024. Our planting plan consists of 279,265 hectares, which presents a 4.7% increase in area compared to the previous season. As of the date of this report, 100.0% of the area has already been seeded.
Owned croppable area remained in line with the previous campaign at 99,637 hectares while leased area, which varies in size on the basis of expected return on invested capital, increased 17.1% or 22,359 hectares, reaching 153,040 hectares. As stated in our previous release, the 21.2% drop in second crop area is explained by a reduction in wheat planting in the Northern region of Argentina due to dry weather, which in turn resulted in a decline in second crop area since those hectares were planned for two crops cycles, but ended up with just one.

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2023/24 Planting Plan
FARMING PLANTING PLAN
Planting Planted Plan (hectares) 2023/24 Planting Progress
2023/2024 2022/2023 Chg % Hectares % Planted
Soybean 64,755 52,298 23.8% 64,755 100.0%
Soybean 2nd Crop 23,935 29,879 (19.9)% 23,935 100.0%
Corn (1)
57,160 38,640 47.9% 57,160 100.0%
Corn 2nd Crop 2,652 3,872 (31.5)% 2,652 100.0%
Wheat (2)
28,142 35,774 (21.3)% 28,142 100.0%
Sunflower 10,832 18,108 (40.2)% 10,832 100.0%
Cotton 5,199 10,265 (49.4)% 5,199 100.0%
Peanut 24,282 19,888 22.1% 24,282 100.0%
Other (3)
3,855 2,289 68.4% 3,855 100.0%
Total Crops 220,813 211,012 4.6% 220,813 100.0%
Rice 58,452 55,629 5.1% 58,452 100.0%
Total Farming 279,265 266,641 4.7% 279,265 100.0%
Owned Croppable Area 99,637 102,208 (2.5)%
Leased Area 153,040 130,682 17.1%
Second Crop Area 26,587 33,750 (21.2)%
Total Farming Area 279,265 266,641 4.7%
(1) Includes sorghum; (2) Includes barley and peas; (3) Includes chia, sesame, potatoes and beans

Planting Plan Update
Our geographic and product diversification aids in mitigating weather risk and enables us to anticipate/delay the planting window and/or switch to other crops which have a different yield definition stages.
Towards the second semester of 2023, weather in South America shifted to "El Niño" (above average rainfalls), after three consecutive years of dry weather. In anticipation to the change in weather pattern, we designed our planting plan in Argentina and Uruguay - where our Farming operations are located - to match expected rains with the yield definition phase of our crops. As expected, abundant rainfalls were received throughout October-November-December in all our productive regions, allowing for an improvement in soil moisture and favoring planting activities. Precipitations continued throughout January, coupled with moderate temperature. By the beginning of February, some regions experienced high temperatures and low precipitations, but any potential impact was contained by the rains later received. The evolution of weather in the upcoming weeks will be key as most of our crops are undergoing its yield definition phase.
Soybean 1st crop: We successfully planted 64,755 hectares of soybean. Rainfalls received throughout December and January enhanced the positive outlook of our soybean production. Although high temperatures were registered during the first weeks of February, recent precipitations reversed any potential impact.
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Increased rainfall in the upcoming weeks will be necessary as yields are currently being defined. We expect yields to be in line with historical average and to significantly improve versus the previous campaign.
Corn: 57,160 hectares of corn have been successfully planted, marking a 47.9% increase compared to the 2022/23 planting plan. As the weather forecast called for an "El Niño" year, we almost doubled the planting area of early corn compared to the prior campaign. The expectation of higher precipitations registered throughout December, was the main driver towards making this decision. This is so, since it is when yields are being defined for early corn, whereas in the case of late corn, it occurs during February-March. Having the flexibility to switch our production mix in order to favor crops with a different cycle is an important competitive advantage. We are entering into the critical period of yield definition for our late corn, reason why rains will be necessary in the upcoming weeks. We are forecasting a significant recovery in yields for both of our corns on account of better climate versus last year.
Peanut: We have completed planting activities for all 24,282 hectares planned. Peanut production is fully concentrated in regions that have received good rainfalls throughout summer. Despite the high temperatures and low precipitations registered during beginning of February, recent rainfalls erased any potential impact on the crop, thus we are forecasting an improvement in yields versus the previous campaign. Rains will be necessary during the next weeks as yields are being defined.
Sunflower: We concluded planting activities for sunflower, which represents 10,832 hectares of our total planting plan. We are forecasting yields to be in line with historical average due to the rainfalls received.
Wheat: Planting activities for wheat are carried out during the South American winter and harvesting activities are completed during the summertime. In this line, 28,142 hectares of wheat, which also includes other winter crops such as barley and peas, have been planted and harvested. Despite presenting a year-over-year decline in planted area due to dry weather experienced throughout planting activities, yields presented a significant recovery versus the prior campaign. This was explained by the rainfalls received throughout its yield definition stage as the weather pattern shifted to a rainier season, favoring crop development.
Rice: All 58,452 hectares of the 2023/24 campaign have been seeded. Thanks to the rainfalls received by year end, the water levels of our reservoirs recovered and this, in turn, enabled us to have the necessary water to irrigate our rice farms. Consequently, we are forecasting an improvement in yields versus the 2022/23 harvest.

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END OF PERIOD INVENTORIES
Volume thousand $
Product Metric 4Q23 4Q22 % Chg 4Q23 4Q22 % Chg
Soybean tons 8,897 6,403 38.9% 2,902 2,670 8.7%
Corn (1)
tons 16,183 18,533 (12.7)% 3,034 3,749 (19.1)%
Wheat (2)
tons 60,934 56,377 8.1% 13,097 16,957 (22.8)%
Sunflower tons 2,540 952 167.0% 1,048 1,493 (29.8)%
Cotton tons 2,289 1,854 23.5% 863 2,784 (69.0)%
Rice (3)
tons 31,517 33,983 (7.3)% 9,314 13,367 (30.3)%
Peanut tons 11,096 7,601 46.0% 10,563 6,907 52.9%
Organic Sugar tons 1,834 2,730 (32.8)% 852 1,192 (28.5)%
Sugar tons 76,691 72,421 5.9% 29,337 22,539 30.2%
Ethanol m3 186,699 134,690 38.6% 95,918 63,785 50.4%
Hydrous Ethanol m3 135,790 109,563 23.9% 68,502 51,374 33.3%
Anhydrous Ethanol m3 50,910 25,127 102.6% 27,416 12,439 120.4%
Fluid Milk Th Lts 5,215 5,607 (7.0)% 2,381 3,199 (25.6)%
Powder Milk tons 2,258 1,802 25.3% 6,459 7,799 (17.2)%
Cheese tons 370 174 112.4% 1,260 794 58.7%
Butter tons 140 241 (42.1)% 370 1,033 (64.2)%
Cbios units 37,232 78,160 (52.4)% 746 1,133 (34.2)%
Fuel m3 262 n.a. 278 n.a.
Others tons 2,755 4,307 (36.0)% 1,901 3,272 (41.9)%
Total 446,913 425,835 4.9% 180,322 152,672 18.1%
(1) Includes sorghum; (2) Includes barley: (3) Expressed in white rice equivalent
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Adecoagro’s financial performance is affected by the volatile price environment inherent in agricultural commodities. The company uses forward and derivative markets to mitigate swings in commodity prices and stabilize cash flows.
The table below shows the average selling price of our hedged production volumes, including volumes that have already been invoiced and delivered, forward contracts with fixed-price and volumes hedged through derivative instruments.

COMMODITY HEDGE POSITION - As of December 31,2023
Consolidated Hedge Position
Crops Avg. FAS Price CBOT FOB
Volume USD/Ton USD/Bu Hedge (%)
2022/2023 Harvest season
Soybeans (tons) 104,777 483.5 1,903.3 100%
Corn (tons) 142,991 235.5 703.0 99%
Wheat (tons) 55,068 328.6 1,042.2 100%
2023/2024 Harvest season
Soybeans (tons) 58,623 334.4 1,356.4 27%
Corn (tons) 12,000 177.7 571.1 3%
Wheat (tons) 30,741 229.1 739.3 47%
Consolidated Hedge Position
Sugar, Ethanol & Energy Avg. FOB Price ICE FOB
Volume
USD/Unit Cents/Lb Hedge (%)
2023 FY
Sugar (tons) 716,846 524.4 23.8 91%
Ethanol (m3)
Energy (MW/h) (1)
795,000 52.7 n.a. 100%
2024 FY
Sugar (tons) 278,486 525.8 23.9 37%
Ethanol (m3)
Energy (MW/h) (1)
519,480 50.5 n.a 73%
(1) Energy prices in 2023 and 2024 were converted to USD at an exchange rate of BRL/USD 5.00.



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Forward-looking Statements
This press release contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements can be identified by words or phrases such as “anticipate,” “forecast”, “believe,” “continue,” “estimate,” “expect,” “intend,” “is/are likely to,” “may,” “plan,” “should,” “would,” or other similar expressions.
The forward-looking statements included in this press release relate to, among others: (i) our business prospects and future results of operations, including our expectations for crushing and other volumes; (ii) the impact of weather and other natural phenomena; (iii) developments in, or changes to, the laws, regulations and governmental policies governing our business, including limitations on ownership of farmland by foreign entities in certain jurisdictions in which we operate, environmental laws and regulations; (iv) the implementation of our business strategy; (v) our plans relating to acquisitions, joint ventures, strategic alliances or divestitures; (vi) the implementation of our financing strategy, capital expenditure plan and distribution policy; (vii) the maintenance of our relationships with customers; (viii) the competitive nature of the industries in which we operate; (ix) the cost and availability of financing; (x) future demand for the commodities we produce; (xi) international prices for commodities; (xii) the condition of our land holdings; (xiii) the development of the logistics and infrastructure for transportation of our products in the countries where we operate; (xiv) the performance of the South American and world economies; and (xv) the relative value of the Brazilian Reais, the Argentine Peso, and the Uruguayan Peso compared to other currencies.
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially different from our expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this press release might not occur, and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.
The forward-looking statements made in this press release related only to events or information as of the date on which the statements are made in this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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Reconciliation of Non-IFRS measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with IFRS, we use the following non-IFRS financial measures in this press release:
•Adjusted EBITDA
•Adjusted EBIT
•Adjusted EBITDA margin
•Net Debt
•Net Debt to Adjusted EBITDA
•Adjusted Net Income

In this section, we provide an explanation and a reconciliation of each of our non-IFRS financial measures to their most directly comparable IFRS measures. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS.
We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management for financial and operational decision making and as a means to evaluate period-to-period.
There are limitations associated with the use of non-IFRS financial measures as an analytical tool. In particular, many of the adjustments to our IFRS financial measures reflect the exclusion of items, such as depreciation and amortization, changes in fair value and the related income tax effects of the aforementioned exclusions and exchange differences generated by the net liability monetary position in USD in the countries where the functional currency is the local currency, that are recurring and will be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes.
Adjusted EBITDA & Adjusted EBIT
Adjusted Consolidated EBITDA equals the sum of our Adjusted Segment EBITDA for each of our operating segments. We define “Adjusted Consolidated EBITDA” as (i) consolidated net profit (loss) for the year, as applicable, before interest expense, income taxes, depreciation of property, plant and equipment and amortization of intangible assets, net gain from fair value adjustments of investment property land foreign exchange gains or losses, other net financial results and bargain purchase gain on acquisition (ii) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item: "Reserve from the sale of noncontrolling interests in subsidiaries” and (b) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings; and (iii) net of the combined effect of the application of IAS 29 and IAS 21 from the Argentine operations included in profit from operations.
We define “Adjusted Segment EBITDA” for each of our operating segments as (i) the segment’s share of consolidated profit (loss) from operations per segment information for the year, as applicable, before depreciation of property, plant and equipment and amortization of intangible assets and bargain purchase gain on acquisition, (ii) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item “Reserve from the sale of noncontrolling interests in subsidiaries” and (b) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings, which is reflected in shareholder equity under the line item “Reverse of revaluation surplus derived from disposals of assets;” and (iii) net of the combined effect resulting from the application of IAS 29 and IAS 21 to our Argentine operations included in profit from operations.
We believe that Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are important measures of operating performance for our company and each operating segment, respectively, because they allow investors to evaluate and compare our consolidated operating results and to evaluate and compare the operating performance of our segments, respectively, including our return on capital and operating efficiencies, from period to period by removing the impact of our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), tax consequences (income taxes), bargain purchase gain, foreign exchange gains or losses and other financial results. In addition, by including the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, investors can also evaluate and compare the full value and returns generated by our land transformation activities.
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Other companies may calculate Adjusted Consolidated EBITDA and Adjusted Segment EBITDA differently, and therefore our Adjusted Consolidated EBITDA and Adjusted Segment EBITDA may not be comparable to similar measures used by other companies. Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are not measures of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss), cash flows from operating activities, segment’s profit from operations and other measures determined in accordance with IFRS. Items excluded from Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBITDA and Adjusted Segment EBITDA should only be used as a supplemental measure of our company’s operating performance, and of each of our operating segments, respectively. We also believe Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are useful for securities analysts, investors and others to evaluate and compare the financial performance of our company and other companies in the agricultural industry. These non-IFRS measures should be considered in addition to, but not as a substitute for or superior to, the information contained in either our statements of income or segment information.
Our Adjusted Consolidated EBIT equals the sum of our Adjusted Segment EBITs for each of our operating segments. We define “Adjusted Consolidated EBIT” as (i) consolidated net profit (loss) for the year, as applicable, before interest expense, income taxes, foreign exchange gains or losses and other net financial results; (ii) adjusted by gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset farmland; (iii) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings; (iv) net gain/loss from fair value adjustments of investment property land; (v) bargain purchase gain on acquisition and (vi) net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations included in profit from operations. We define “Adjusted Segment EBIT” for each of our operating segments as the segment’s share of (i) consolidated profit (loss) from operations before financing and taxation as per segment information for the year, as applicable; and (ii) net gain/loss from fair value adjustments of investment property land; (iii) bargain purchase gain on acquisition; and (iv) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item: "Reserve from the sale of noncontrolling interests in subsidiaries”; (b) the net increase in value of sold farmland, which has been recognized in either revaluation surplus of retained earnings.
We believe that Adjusted Consolidated EBIT and Adjusted Segment EBIT are important measures of operating performance, for our company and each operating segment, respectively, because they allow investors to evaluate and compare our consolidated operating results and to evaluate and compare the operating performance of our segments, from period to period by including the impact of depreciable fixed assets and removing the impact of our capital structure (interest expense from our outstanding debt), tax consequences (income taxes), foreign exchange gains or losses and other financial results. In addition, by including the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland and also the sale of farmlands, investors can evaluate the full value and returns generated by our land transformation activities. Other companies may calculate Adjusted Consolidated EBIT and Adjusted Segment EBIT differently, and therefore our Adjusted Consolidated EBIT and Adjusted Segment EBIT may not be comparable to similar measures used by other companies. Adjusted Consolidated EBIT and Adjusted Segment EBIT are not measures of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss), cash flows from operating activities, segment’s profit from operations and other measures determined in accordance with IFRS. Items excluded from Adjusted Consolidated EBIT and Adjusted Segment EBIT are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBIT and Adjusted Segment EBIT should only be used as a supplemental measure of the operating performance of our company, and of each of our operating segments, respectively.
Reconciliation of both Adjusted EBITDA and Adjusted EBIT starts on page 27.
Net Debt & Net Debt to Adjusted EBITDA
Net debt is defined as the sum of non-current and current borrowings less cash and cash equivalents and restricted short-term investments (namely US-Treasury Bills use as collateral of short-term borrowings). This measure is widely used by management. Management is consistently tracking our leverage position and our ability to repay and service our debt obligations over time. We have therefore set a leverage ratio target that is measured by net debt divided by Adjusted Consolidated EBITDA.
We believe that the ratio net debt to Adjusted Consolidated EBITDA provides useful information to investors because management uses it to manage our debt-equity ratio in order to promote access to capital markets and our ability to meet scheduled debt service obligations.
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RECONCILIATION - NET DEBT
$ thousands 4Q23 3Q23 Chg % 4Q22 Chg %
Total Borrowings 904,949 1,096,490 (17.5)% 1,007,752 (10.2)%
Cash and Cash equivalents 339,781 349,812 (2.9)% 230,653 47.3%
Short-term investments 62,637 39,926 56.9% 98,571 (36.5)%
Net Debt 502,531 706,752 (28.9)% 678,528 (25.9)%
Adjusted Net Income
We define Adjusted Net Income as (i) profit / (loss) of the period/year before net gain / (losses) from fair value adjustments of investment property land and bargain purchase gain on acquisition; plus (ii) any non-cash finance costs resulting from foreign exchange gain/losses for such period, which are composed by both exchange differences and cash flow hedge transfer from equity, included in Financial Results, net, in our statement of income; net of the related income tax effects, plus (iii) gains or losses from disposals of non-controlling interests in subsidiaries whose main underlying asset is farmland, which are reflected in our shareholders’ equity under the line item “Reserve from the sale of non-controlling interests in subsidiaries” if any, plus (iv) the reversal of the aforementioned income tax effect, plus (v) inflation accounting effect; plus (vi) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings, if any.
We believe that Adjusted Net Income is an important measure of performance for our company allowing investors to properly assess the impact of the results of our operations in our equity. In fact, results arising from the revaluation effect of our net monetary position held in foreign currency in the countries where our functional currency is the local currency do not affect the equity of the Company, when measured in foreign / reporting currency. Conversely, the tax effect resulting from the aforementioned revaluation effect does impact the equity of the Company, since it reduces/increases the income tax to be paid in each country. Accordingly we have added back the income tax effect to Adjusted Net Income.
In addition, by including the gains or losses from disposals of non-controlling interests in subsidiaries whose main underlying asset is farmland, investors can also include the full value and returns generated by our land transformation activities.
Other companies may calculate Adjusted Net Income differently, and therefore our Adjusted Net Income may not be comparable to similar measures used by other companies. Adjusted Net Income is not a measure of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss). This non-IFRS measure should be considered in addition to, but not as a substitute for or superior to, the information contained in our financial statements.
ADJUSTED NET INCOME
$ thousands 4Q23 4Q22 Chg % 12M23 12M22 Chg %
Profit for the period 82,209 2,732 n.a. 226,721 108,606 108.8%
Foreign exchange losses/(gains), net (56,976) (6,636) 758.6% (90,930) (19,278) 371.7%
Cash flow hedge - transfer from equity (6,358) 4,620 n.a. 36,863 40,195 (8.3)%
Inflation accounting effects (23,744) 16,821 (241.2)% (28,816) 2,144 n.a.
Net results from Fair Value adjustment of Investment Property (11,533) (917) n.a (10,620) 2,961 n.a.
Revaluation surplus of farmland sold n.a. 20,245 n.a.
Bargain purchase gain on acquisition
1,948 (100.0)% (10,107) (100.0)%
Adjusted Net Income (16,402) 18,568 n.a. 153,463 124,521 23.2%
Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations
We believe that the measures of Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations are important measures of liquidity that enable investors to draw important comparisons year to year of the amount of cash generated by the Company’s principal business and financing activities, which includes the cash generated from our land transformation activities, after paying for recurrent items, including interest, taxes and maintenance capital expenditures.

29

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We define Adjusted Free Cash Flow as the aggregate of (i) net cash generated from operating activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, (ii) net cash used in investing activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations -excluding the net of the combined effect in other financial income-, less (iii) interest paid net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, plus (iv) proceeds from the sale of non-controlling interest in farming subsidiaries; less (v) lease payments; less (vi) dividends paid to noncontrolling interest, plus (vii) the net of acquisition/disposal of restricted short-term investment (namely US T-Bills use as collateral of short-term borrowings), and less (viii) other financial income derived from gains on bond arbitrage transactions net of the combined effect of the application of IAS 29 and IAS 21 of the Argentine operations. We define Adjusted Free Cash Flow from Operations as the aggregate of (i) net cash generated from operating activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, (ii) net cash used in investing activities net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations -excluding the net of the combined effect in other financial income-, less (iii) interest paid net of the combined effect of the application of IAS 29 and IAS 21 to the Argentine operations, plus (iv) proceeds from the sale of noncontrolling interest in subsidiaries; less (v) lease payments; less (vi) dividends paid to noncontrolling interest, plus (vii) the net acquisition/disposal of restricted short-term investment (namely US T-Bills use as collateral of short-term borrowings), plus (viii) expansion capital expenditures, less (ix) other financial income derived from gains on bond arbitrage transactions net of the combined effect of the application of IAS 29 and IAS 21 of the Argentina operations.
Expansion capex is defined as the required investment to expand current production capacity including organic growth, joint ventures and acquisitions. We define maintenance capital expenditures ("maintenance capex") as the necessary investments in order to maintain the current level of productivity both at an agricultural and at an industrial level. Proceeds from the sale of non-controlling interest in farming subsidiaries is a measure of the cash generated from our land transformation activities that is included under cash from financing activities pursuant to IFRS.
We believe Adjusted Free Cash Flow is an important liquidity measure for the Company because it allows investors and others to evaluate and compare the amount of cash generated by the Company business and financing activities to undertake growth investments, to fund acquisitions, to reduce outstanding financial debt and to provide a return to shareholders in the form of dividends and/or share repurchases, among other things.
We believe Adjusted Free Cash Flow from Operations is an additional important liquidity metric for the Company because it allows investors and others to evaluate and compare the total amount of cash generated by the Company's business and financing activities after paying for recurrent items including interest, taxes and maintenance capex. We believed this metric is relevant in evaluating the overall performance of our business.
Other companies may calculate Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations differently, and therefore our formulation may not be comparable to similarly titled measures used by other companies. Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations are not measures of liquidity under IFRS, and should not be considered in isolation or as an alternative to consolidated cash flows from operating activities, net increase (decrease) in cash and cash equivalents and other measures determined in accordance with IFRS.

ADJUSTED FREE CASH FLOW SUMMARY
$ thousands 2023 2022 Chg %
Net cash generated from operating activities (1)
451,290 408,069 10.6%
Net cash used in investing activities(1)
(100,917) (299,181) (66.3)%
Interest paid(1)
(47,223) (44,865) 5.3%
Expansion capex reversal 67,119 70,786 (5.2)%
Lease payments (104,097) (91,175) 14.2%
Dividends paid to non-controlling interest (358) (100.0)%
Other financial income(1)
(54,687) n.a.
Restricted short-term investments
(35,610) 98,010 (136.3)%
Adjusted Free Cash Flow from Operations (NCFO)(2)
175,875 141,286 24.5%
Expansion Capex (67,119) (70,786) (5.2)%
Adjusted Free Cash Flow(2)
108,756 70,500 54.3%
(1) Net of the combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries; (2) Please refer to "Reconciliation of Non-IFRS measures" starting on page 28 for a definition of Adjusted Free Cash Flow from Operations and Adjusted Free Cash Flow.

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RECONCILIATION - ADJUSTED FREE CASH FLOW
$ thousands 2023 2022 Chg %
Net increase/(decrease) in cash and cash equivalents 114,612 47,189 142.9%
Interest paid (55,476) (44,788) 23.9%
Lease payments (104,097) (91,175) 14.2%
Dividends paid to non-controlling interest (358) (100.0)%
Restricted short-term investments (35,610) 98,010 n.a.
Cash flow from financing activities 208,743 23,573 785.5%
Other financial income (54,687) n.a.
IAS 29 & IAS 21 Effect for Investing Activities 10,635 83 n.a.
IAS 29 & IAS 21 Effect for Operating Activities 16,383 38,043 (56.9)%
IAS 29 & IAS 21 Effect for Interest Paid
8,253 (77) n.a.
Adjusted Free Cash Flow 108,756 70,500 54.3%
RECONCILIATION - ADJUSTED FREE CASH FLOW FROM OPERATIONS
$ thousands 2023 2022 Chg %
Net increase/(decrease) in cash and cash equivalents 114,612 47,189 142.9%
Expansion Capex 67,119 70,786 (5.2)%
Interest Paid (55,476) (44,788) 23.9%
Lease Payments (104,097) (91,175) 14.2%
Dividends paid to non-controlling interest (358) (100.0)%
Restricted short-term investments (35,610) 98,010 n.a.
Cash flow from financing activities 208,743 23,573 785.5%
Other financial income (54,687) n.a.
IAS 29 & IAS 21 Effect for Investing Activities 10,635 83 n.a.
IAS 29 & IAS 21 Effect for Operating Activities 16,383 38,043 (56.9)%
IAS 29 & IAS 21 Effect for Interest Paid
8,253 (77) n.a.
Adjusted Free Cash Flow from operations (NCFO) 175,875 141,286 24.5%
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ADJUSTED EBITDA & ADJUSTED EBITDA RECONCILIATION TO PROFIT/LOSS - 4Q23
$ thousands Crops Rice Dairy Farming Sugar, Ethanol & Energy Corporate Total
Sales of goods and services rendered 46,072 60,231 54,791 161,094 239,046 400,140
Cost of goods sold and services rendered (38,523) (38,131) (49,013) (125,667) (180,467) (306,134)
Initial recog. and changes in FV of BA and agricultural produce (7,036) (9,476) 4,184 (12,328) (3,521) (15,849)
Gain from changes in NRV of agricultural produce after harvest 3,067 3,067 11 3,078
Margin on Manufacturing and Agricultural Act. Before Opex 3,580 12,624 9,962 26,166 55,069 81,235
General and administrative expenses (2,194) (4,583) (3,029) (9,806) (7,363) (5,411) (22,580)
Selling expenses (5,073) (7,948) (6,000) (19,021) (25,563) (197) (44,781)
Other operating income, net 12,481 4,674 2,098 19,253 19,506 (245) 38,514
Profit from Operations Before Financing and Taxation 8,794 4,767 3,031 16,592 41,649 (5,853) 52,388
Net results from Fair value adjustment of Investment property (11,192) (1,283) (12,475) (12,475)
Transfer of revaluation surplus derived from the disposals of assets
Adjusted EBIT (2,398) 3,484 3,031 4,117 41,649 (5,853) 39,913
(-) Depreciation and Amortization 2,094 4,704 2,899 9,697 45,827 326 55,850
Adjusted EBITDA (304) 8,188 5,930 13,814 87,476 (5,527) 95,763
Reconciliation to Profit/(Loss)
Adjusted EBITDA 95,763
(+) Depreciation and Amortization (55,850)
(+) Financial result, net 70,616
(+) Net results from Fair value adjustment of Investment property 12,475
(+) Income Tax (Charge)/Benefit (26,899)
(+) Revaluation surplus of farmland sold
(+) Translation Effect (IAS 21) (13,896)
Profit/(Loss) for the Period 82,209

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ADJUSTED EBITDA & ADJUSTED EBITDA RECONCILIATION TO PROFIT/LOSS - 4Q22
$ thousands Crops Rice Dairy Farming Sugar, Ethanol & Energy Corporate Total
Sales of goods and services rendered 55,900 64,824 54,718 175,442 206,574 382,016
Cost of goods sold and services rendered (49,310) (45,906) (48,714) (143,930) (160,052) (303,982)
Initial recog. and changes in FV of BA and agricultural produce (1,265) 86 7,889 6,710 30,349 37,059
Gain from changes in NRV of agricultural produce after harvest 1,011 1,011 1,011
Margin on Manufacturing and Agricultural Act. Before Opex 6,336 19,004 13,893 39,233 76,871 116,104
General and administrative expenses (2,072) (6,003) (2,392) (10,467) (5,783) (4,694) (20,944)
Selling expenses (8,456) (11,318) (6,323) (26,097) (15,134) (142) (41,373)
Other operating income, net (601) (429) 102 (928) (791) (101) (1,820)
Bargain purchase gain (1,906) (1,906) (1,906)
Profit from Operations Before Financing and Taxation (4,793) (652) 5,280 (165) 55,163 (4,937) 50,061
Net results from Fair value adjustment of Investment property (710) (141) (851) (851)
Bargain purchase gain 1,906 1,906 1,906
Adjusted EBIT (5,503) 1,113 5,280 890 55,163 (4,937) 51,116
(-) Depreciation and Amortization 2,124 4,693 2,581 9,398 45,969 (699) 54,668
Adjusted EBITDA (3,379) 5,806 7,861 10,288 101,132 (5,636) 105,784
Reconciliation to Profit/(Loss)
Adjusted EBITDA 105,784
(+) Depreciation and Amortization (54,668)
(+) Financial result, net (44,735)
(+) Net results from Fair value adjustment of Investment property 851
(+) Income Tax (Charge)/Benefit (2,893)
(-) Bargain purchase gain (1,906)
(+) Translation Effect (IAS 21) 299
Profit/(Loss) for the Period 2,732









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ADJUSTED EBITDA & ADJUSTED EBITDA RECONCILIATION TO PROFIT/LOSS - 12M23
$ thousands Crops Rice Dairy Farming Sugar, Ethanol & Energy Corporate Total
Sales of goods and services rendered 216,912 256,347 246,875 720,134 722,307 1,442,441
Cost of goods sold and services rendered (188,954) (178,322) (209,362) (576,638) (504,570) (1,081,208)
Initial recog. and changes in FV of BA and agricultural produce (4,862) (2,488) 14,086 6,736 94,436 101,172
Gain from changes in NRV of agricultural produce after harvest 2,730 2,730 (156) 2,574
Margin on Manufacturing and Agricultural Act. Before Opex 25,826 75,537 51,599 152,962 312,017 464,979
General and administrative expenses (14,779) (15,709) (10,411) (40,899) (25,591) (23,061) (89,551)
Selling expenses (22,450) (33,407) (25,488) (81,345) (69,155) (305) (150,805)
Other operating income, net 20,006 7,470 1,872 29,348 2,463 (309) 31,502
Profit from Operations Before Financing and Taxation 8,603 33,891 17,572 60,066 219,734 (23,675) 256,125
Net results from Fair value adjustment of Investment property (10,199) (1,176) (11,375) (11,375)
Transfer of revaluation surplus derived from the disposals of assets 20,245 20,245 20,245
Adjusted EBIT 18,649 32,715 17,572 68,936 219,734 (23,675) 264,995
(-) Depreciation and Amortization 8,330 15,154 10,913 34,397 175,903 1,275 211,575
Adjusted EBITDA 26,979 47,869 28,485 103,333 395,637 (22,400) 476,570
Reconciliation to Profit/(Loss)
Adjusted EBITDA 476,570
(+) Depreciation and Amortization (211,575)
(+) Financial result, net 63,829
(+) Net results from Fair value adjustment of Investment property 11,375
(+) Income Tax (Charge)/Benefit (78,673)
(+) Revaluation surplus of farmland sold (20,245)
(+) Translation Effect (IAS 21) (14,560)
Profit/(Loss) for the Period 226,721









34

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ADJUSTED EBITDA & ADJUSTED EBITDA RECONCILIATION TO PROFIT/LOSS - 12M22
$ thousands Crops Rice Dairy Farming Sugar, Ethanol & Energy Corporate Total
Sales of goods and services rendered 280,329 204,396 236,222 720,947 630,760 1,351,707
Cost of goods sold and services rendered (257,925) (160,047) (204,924) (622,896) (455,841) (1,078,737)
Initial recog. and changes in FV of BA and agricultural produce 62,567 16,032 27,523 106,122 108,066 214,188
Gain from changes in NRV of agricultural produce after harvest (21,495) (21,495) (934) (22,429)
Margin on Manufacturing and Agricultural Act. Before Opex 63,476 60,381 58,821 182,678 282,051 464,729
General and administrative expenses (13,312) (15,487) (10,378) (39,177) (21,917) (23,413) (84,507)
Selling expenses (31,894) (34,665) (27,050) (93,609) (50,165) (257) (144,031)
Other operating income, net 463 (507) (8) (52) 2,881 (136) 2,693
Bargain purchase gain 10,070 10,070 10,070
Profit from Operations Before Financing and Taxation 18,733 19,792 21,385 59,910 212,850 (23,806) 248,954
Net results from Fair value adjustment of Investment property 2,184 580 2,764 2,764
Bargain purchase gain (10,070) (10,070) (10,070)
Adjusted EBIT 20,917 10,302 21,385 52,604 212,850 (23,806) 241,648
(-) Depreciation and Amortization 8,017 12,215 10,075 30,307 160,920 (22) 191,205
Adjusted EBITDA 28,934 22,517 31,460 82,911 373,770 (23,828) 432,853
Reconciliation to Profit/(Loss)
Adjusted EBITDA 432,853
(+) Depreciation and Amortization (191,205)
(+) Financial result, net (114,436)
(+) Net results from Fair value adjustment of Investment property (2,764)
(+) Income Tax (Charge)/Benefit (26,758)
(-) Bargain purchase gain 10,070
(+) Translation Effect (IAS 21) 846
Profit/(Loss) for the Period 108,606
Please refer to our Financial Statements published at www.ir.adecoagro.com for our Income Statement, Balance Sheet and Cash Flow Statement as of December 31st, 2023.
35
EX-99.2 3 fs12312023.htm EX-99.2 Document

Adecoagro S.A.
 
Consolidated Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021



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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Adecoagro S.A.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Adecoagro S.A. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, including 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 as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 of these consolidated financial statements 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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


Valuation of Level 3 Biological Assets

As described in Notes 16, 32 (b) and 33.11 to the consolidated financial statements, the total aggregated fair value of the Company’s level 3 biological assets related to sown land – crops, sown land – rice and sown land – sugarcane was US$ 198 million as of December 31, 2023. The fair value of these level 3 biological assets is determined by management using a discounted cash flow model which requires the input of highly subjective assumptions including significant unobservable inputs. The discounted cash flow model included significant judgements and assumptions relating to management’s cash flow projections including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of the level 3 biological assets related to sown land – crops, sown land – rice and sown land – sugarcane is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s cash flow projections and significant assumptions related to future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
F-2

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the level 3 biological assets related to sown land – crops, sown land – rice and sown land – sugarcane. These procedures also included, among others evaluating the significant assumptions and methods used by management in developing the fair value measurement including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate. Evaluating management’s assumptions involved evaluating whether these assumptions were reasonable considering the consistency with external information and past records and testing management’s sensitivity analysis of certain significant assumptions. Professionals with specialized skill and knowledge were used to assist in the evaluation of certain significant assumptions, including estimated yields at the point of harvest and estimated production cycle.

/s/ PRICE WATERHOUSE & CO. S.R.L.
/s/ Eduardo Alfredo Loiácono (Partner)
Eduardo Alfredo Loiácono

Buenos Aires, Argentina.
March 12, 2024.

We have served as the Company’s auditor since 2008.
F-3


Legal information
 
Name as specified in charter: Adecoagro S.A.
 
Legal address: Vertigo Naos Building, 6, Rue Eugène Ruppert, L-2453, Luxembourg
 
Company activity: Agricultural and agro-industrial
Date of registration: June 11, 2010
Expiration of company charter: No term defined
Number of register (RCS Luxembourg): B153.681
Issued Capital Stock: 111,381,815 common shares
Outstanding Capital stock: 106,005,500 common shares
Treasury shares: 5,376,315 common shares

F-5


Adecoagro S.A.
Consolidated Statements of Income
for the years ended December 31, 2023, 2022 and 2021
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Note 2023 2022 2021
Sales of goods and services rendered 4 1,298,871  1,347,724  1,124,352 
Cost of goods sold and services rendered 5 (973,180) (1,075,747) (854,965)
Initial recognition and changes in fair value of biological assets and agricultural produce 16 87,858  215,941  227,740 
Changes in net realizable value of agricultural produce after harvest   1,838  (22,293) (12,879)
Margin on manufacturing and agricultural activities before operating expenses   415,387  465,625  484,248 
General and administrative expenses 6 (70,320) (84,287) (69,794)
Selling expenses 6 (129,092) (143,515) (117,662)
Other operating income / (expense), net 8 25,590  1,870  (18,768)
Bargain purchase gain on acquisition 21 —  10,107  — 
Profit from operations   241,565  249,800  278,024 
Finance income 9 157,100  25,308  36,670 
Finance costs 9 (122,087) (137,600) (151,681)
Other financial results - Net gain / (loss) of inflation effects on monetary items 9 28,816  (2,144) 11,541 
Financial results, net 9 63,829  (114,436) (103,470)
Profit before income tax   305,394  135,364  174,554 
Income tax expense 10 (78,673) (26,758) (43,837)
Profit for the year   226,721  108,606  130,717 
Attributable to:        
Equity holders of the parent   226,291  108,138  130,669 
Non-controlling interest   430  468  48 
Earnings per share attributable to the equity holders of the parent during the year:    
Basic earnings per share 11 2.113  0.982  1.135 
Diluted earnings per share 11 2.105  0.979  1.130 

 

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

F- 6


Adecoagro S.A.
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2023, 2022 and 2021
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  2023 2022 2021
Profit for the year 226,721  108,606  130,717 
Other comprehensive income:
-  Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations (222,166) 98,741  121,146 
Cash flow hedge, net of income tax 27,748  16,060  29,758 
-  Items that will not be reclassified to profit or loss:
Revaluation surplus net of income tax (Note 12) 122,793  (46,903) (136,622)
Other comprehensive (loss) / income for the year (71,625) 67,898  14,282 
Total comprehensive income / (loss) for the year 155,096  176,504  144,999 
Attributable to:  
Equity holders of the parent 155,044  174,705  147,273 
Non-controlling interest 52  1,799  (2,274)
 


 

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

F- 7


Adecoagro S.A.
Consolidated Statements of Financial Position
as of December 31, 2023 and 2022
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
  Note 2023 2022
ASSETS      
Non-Current Assets      
Property, plant and equipment, net 12 1,549,565  1,565,355 
Right of use assets 13 406,713  360,181 
Investment property 14 33,364  33,330 
Intangible assets, net 15 27,519  36,120 
Biological assets 16 23,706  30,622 
Deferred income tax assets 10 9,777  8,758 
Trade and other receivables, net 18 39,060  44,558 
Derivative financial instruments 17 18,001  5,208 
Other assets   1,515  1,701 
Total Non-Current Assets   2,109,220  2,085,833 
Current Assets      
Biological assets 16 204,331  235,822 
Inventories 19 256,051  274,022 
Trade and other receivables, net 18 179,055  183,820 
Derivative financial instruments 17 13,819  134 
Short-term investment 17 62,637  98,571 
Cash and cash equivalents 20 339,781  230,653 
Total Current Assets   1,055,674  1,023,022 
TOTAL ASSETS   3,164,894  3,108,855 
SHAREHOLDERS EQUITY      
Capital and reserves attributable to equity holders of the parent      
Share capital 22 167,073  167,073 
Share premium 22 743,810  793,169 
Cumulative translation adjustment   (603,861) (456,029)
Equity-settled compensation   18,654  18,792 
Cash flow hedge 2 (17,124) (44,872)
Other reserves 150,677  126,925 
Treasury shares   (8,062) (4,792)
Revaluation surplus 317,598  281,909 
Reserve from the sale of non-controlling interests in subsidiaries 41,574  41,574 
Retained earnings   418,789  202,342 
Equity attributable to equity holders of the parent   1,229,128  1,126,091 
Non-controlling interest   36,520  37,552 
TOTAL SHAREHOLDERS EQUITY   1,265,648  1,163,643 
LIABILITIES      
Non-Current Liabilities      
Trade and other payables 25 1,008  17,210 
Borrowings 26 697,843  727,983 
Lease liabilities 27 325,569  283,549 
Deferred income tax liabilities 10 376,331  301,414 
Payroll and social security liabilities 28 1,570  1,581 
Derivatives financial instruments 18 —  96 
Provisions for other liabilities 29 2,871  2,526 
Total Non-Current Liabilities   1,405,192  1,334,359 
Current Liabilities      
Trade and other payables 25 190,730  242,397 
Current income tax liabilities   5,023  422 
Payroll and social security liabilities 28 37,357  29,964 
Borrowings 26 207,106  279,769 
Lease liabilities 27 52,941  54,431 
Derivative financial instruments 17 169  2,961 
Provisions for other liabilities 29 728  909 
Total Current Liabilities   494,054  610,853 
TOTAL LIABILITIES   1,899,246  1,945,212 
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES   3,164,894  3,108,855 

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

F- 8



Adecoagro S.A.
Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2023, 2022 and 2021
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Attributable to equity holders of the parent    
  Share capital
(Note 22)
Share
premium
(Note 22)
Cumulative
translation
adjustment
Equity-settled
compensation
Cash flow hedge Other Reserves Treasury
shares
Revaluation surplus Reserve from the sale of non-controlling
interests in subsidiaries
Retained
earnings
Subtotal Non-
controlling
interest
Total
shareholders’
equity
Balance at January 1, 2021 183,573  902,815  (555,044) 14,795  (90,689) 83,406  (7,630) 343,570  41,574  8,671  925,041  38,683  963,724 
Profit for the year —  —  —  —  —  —  —  —  —  130,669  130,669  48  130,717 
Other comprehensive income:
–Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations —  —  40,435  —  —  —  —  71,731  —  —  112,166  8,980  121,146 
Cash flow hedge (*) —  —  —  —  29,757  —  —  —  —  —  29,757  29,758 
–Items that will not be reclassified subsequently to profit or loss:
Revaluation surplus (**) —  —  —  —  —  —  —  (125,319) —  —  (125,319) (11,303) (136,622)
Other comprehensive income for the year —  —  40,435  —  29,757  —  —  (53,588) —  —  16,604  (2,322) 14,282 
Total comprehensive income for the year —  —  40,435  —  29,757  —  —  (53,588) —  130,669  147,273  (2,274) 144,999 
Reserves for the benefit of government grants (1) —  —  —  —  —  23,605  —  —  —  (23,605) —  —  — 
Restricted shares (Note 23):
- Value of employee services —  —  —  5,420  —  —  —  —  —  —  5,420  —  5,420 
- Vested —  3,594  —  (4,142) —  734  262  —  —  —  448  —  448 
 - Forfeited
—  —  —  —  —  27  (27) —  —  —  —  —  — 
 - Granted —  —  —  —  —  (1,600) 1,600  —  —  —  —  —  — 
Purchase of own shares (Note 22) —  (55,349) —  —  —  —  (11,114) —  —  —  (66,463) —  (66,463)
Dividends to non-controlling interest —  —  —  —  —  —  —  —  —  —  —  (298) (298)
Balance at December 31, 2021 183,573  851,060  (514,609) 16,073  (60,932) 106,172  (16,909) 289,982  41,574  115,735  1,011,719  36,111  1,047,830 
(*) Net of $2,526 of income tax.
(**) Net of $9,953 of Income tax.
(1) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values in our Sugar, ethanol and energy business. (please see Note 24).

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

F- 9


Adecoagro S.A.
Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2023, 2022 and 2021
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Attributable to equity holders of the parent    
  Share capital
(Note 22)
Share
premium
(Note 22)
Cumulative
translation
adjustment
Equity-settled
compensation
Cash flow
hedge
Other Reserves Treasury
shares
Revaluation surplus Reserve from the sale of non-controlling interests in subsidiaries Retained
earnings
Subtotal Non-
controlling
interest
Total
shareholders’
equity
Balance at January 1, 2022 183,573  851,060  (514,609) 16,073  (60,932) 106,172  (16,909) 289,982  41,574  115,735  1,011,719  36,111  1,047,830 
Profit for the year —  —  —  —  —  —  —  —  —  108,138  108,138  468  108,606 
Other comprehensive income:
–Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations —  —  58,580  —  —  —  —  35,367  —  —  93,947  4,794  98,741 
Cash flow hedge (*) —  —  —  —  16,060  —  —  —  —  —  16,060  —  16,060 
–Items that will not be reclassified subsequently to profit or loss:
Revaluation surplus (**) —  —  —  —  —  —  —  (43,440) —  —  (43,440) (3,463) (46,903)
Other comprehensive (loss) / income for the year —  —  58,580  —  16,060  —  —  (8,073) —  —  66,567  1,331  67,898 
Total comprehensive income for the year —  —  58,580  —  16,060  —  —  (8,073) —  108,138  174,705  1,799  176,504 
Reduction of issued share capital of the company (Note22) (16,500) —  —  —  —  —  16,500  —  —  —  —  —  — 
Reserves for the benefit of government grants (1) —  —  —  —  —  21,531  —  —  —  (21,531) —  —  — 
Employee share options (Note 23):
- Exercised —  2,432  —  (778) —  —  470  —  —  —  2,124  —  2,124 
Restricted shares and restricted units (Note 23):
- Value of employee services —  —  —  7,563  —  —  —  —  —  —  7,563  —  7,563 
- Vested —  4,647  —  (4,066) —  1,243  —  —  —  —  1,824  —  1,824 
 - Forfeited —  —  —  —  —  85  (85) —  —  —  —  —  — 
- Granted —  —  —  —  —  (2,106) 2,106  —  —  —  —  —  — 
Purchase of own shares (Note 22) —  (29,970) —  —  —  —  (6,874) —  —  —  (36,844) —  (36,844)
Dividends to shareholders (Note 22) —  (35,000) —  —  —  —  —  —  —  —  (35,000) —  (35,000)
Dividends to non-controlling interest —  —  —  —  —  —  —  —  —  —  —  (358) (358)
Balance at December 31, 2022 167,073  793,169  (456,029) 18,792  (44,872) 126,925  (4,792) 281,909  41,574  202,342  1,126,091  37,552  1,163,643 
 
(*) Net of $2,526 of Income tax.
(**) Net of $25,307 of Income tax.
(1) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values in our Sugar, ethanol and energy business. (please see Note 24).

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

F- 10


Adecoagro S.A.
Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2023, 2022 and 2021
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Attributable to equity holders of the parent    
  Share capital
(Note 22)
Share
premium
(Note 22)
Cumulative
translation
adjustment
Equity-settled
compensation
Cash flow
hedge
Other reserves Treasury
shares
Revaluation surplus Reserve from the sale of non-controlling interests in subsidiaries Retained
earnings
Subtotal Non-
controlling
interest
Total
shareholders’
equity
Balance at January 1, 2023 167,073  793,169  (456,029) 18,792  (44,872) 126,925  (4,792) 281,909  41,574  202,342  1,126,091  37,552  1,163,643 
Profit for the year —  —  —  —  —  —  —  —  —  226,291  226,291  430  226,721 
Other comprehensive income:                
-    Items that may be reclassified subsequently to profit or loss:
               
Exchange differences on translating foreign operations —  —  (147,832) —  —  —  —  (63,523) —  —  (211,355) (10,811) (222,166)
Cash flow hedge (*) —  —  —  —  27,748  —  —  —  —  —  27,748  —  27,748 
-    Items will not be reclassified to profit or loss:
Revaluation surplus (**) —  —  —  —  —  —  —  112,360  —  —  112,360  10,433  122,793 
Reserve of the revaluation surplus derived from the disposals of assets (***) —  —  —  —  —  —  —  (13,148) —  13,148  —  —  — 
Other comprehensive income/ (loss) for the year —  —  (147,832) —  27,748  —  —  35,689  —  13,148  (71,247) (378) (71,625)
Total comprehensive income/ (loss) for the year —  —  (147,832) —  27,748  —  —  35,689  —  239,439  155,044  52  155,096 
Reserves for the benefit of government grants (1) —  —  —  —  —  22,992  —  —  —  (22,992) —  —  — 
Employee share options (Note 23):                
- Exercised —  236  —  (77) —  —  55  —  —  —  214  —  214 
Restricted shares (Note 23):
- Value of employee services —  —  —  6,084  —  —  —  —  —  —  6,084  —  6,084 
- Vested —  7,528  —  (6,145) —  1,554  —  —  —  —  2,937  —  2,937 
- Forfeited —  —  —  —  —  30  (30) —  —  —  —  —  — 
- Granted —  —  —  —  —  (824) 824  —  —  —  —  —  — 
Purchase of own shares (Note 22) —  (22,123) —  —  —  —  (4,119) —  —  —  (26,242) —  (26,242)
Dividends to shareholders (Note 22) —  (35,000) —  —  —  —  —  —  —  —  (35,000) —  (35,000)
Dividends to non-controlling interest —  —  —  —  —  —  —  —  —  —  —  (1,084) (1,084)
Balance at December 31, 2023 167,073  743,810  (603,861) 18,654  (17,124) 150,677  (8,062) 317,598  41,574  418,789  1,229,128  36,520  1,265,648 
(*) Net of $7,337 of Income tax.
(**) Net of $(62,988) of Income tax.
(1) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values in our Sugar, ethanol and energy business. (please see Note 24).
The accompanying notes are an integral part of these consolidated financial statements.

F- 11


Adecoagro S.A.
Consolidated Statements of Cash Flows
for the years ended December 31, 2023, 2022 and 2021
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Note 2023 2022 2021
Cash flows from operating activities:        
Profit for the year   226,721  108,606  130,717 
Adjustments for:  
Income tax expense 10 78,673  26,758  43,837 
Depreciation 12 198,288  188,775  167,297 
Amortization 15 1,730  2,265  1,631 
Depreciation of right of use assets 13 74,085  63,339  49,199 
(Gain) / loss from the disposal of other property items 8 (4,747) (3,718) 387 
Gain from the sale of farmland and other assets 8 (6,334) —  — 
Bargain purchase gain on acquisition —  (10,107) — 
Net (gain) / loss from the fair value adjustment of Investment properties 8 (10,620) 2,961  4,331 
Equity settled share-based compensation granted 7 8,581  10,227  6,406 
(Gain) / loss from derivative financial instruments and forwards 8, 9 (8,605) 13,685  17,276 
Interest, finance cost related to lease liabilities and other financial expense, net 9 16,428  83,130  75,610 
Initial recognition and changes in fair value of non-harvested biological assets (unrealized) 17,663  (44,935) (11,310)
Changes in net realizable value of agricultural produce after harvest (unrealized) (2,599) (72) 4,001 
Provision and allowances   654  999  1,146 
Net (gain) / loss of inflation effects on the monetary items 9 (28,816) 2,144  (11,541)
Foreign exchange gains, net 9 (90,930) (19,278) (18,939)
Cash flow hedge – transfer from equity 9 36,863  40,195  52,650 
Subtotal   507,035  464,974  512,698 
Changes in operating assets and liabilities:        
Decrease / (increase) in trade and other receivables   3,683  (60,753) (40,449)
(Increase) / decrease in inventories   (12,410) 45,437  (102,815)
(Increase) / decrease in biological assets   (23,393) (3,686) 7,597 
Increase in other assets   (37) (1,056) (303)
Increase in derivative financial instruments   (11,181) (9,661) (29,319)
Decrease in trade and other payables   (43,925) (64,502) (1,499)
Increase in payroll and social security liabilities   15,674  7,681  4,874 
Increase / (decrease) in provisions for other liabilities   803  (290) 74 
Net cash generated from operating activities before taxes paid   436,249  378,144  350,858 
Income tax paid   (1,342) (8,118) (2,196)
Net cash generated from operating activities (a) 434,907  370,026  348,662 
 
 
The accompanying notes are an integral part of these consolidated financial statements.

F- 12


Adecoagro S.A.
Consolidated Statements of Cash Flows (Continued)
for the years ended December 31, 2023, 2022 and 2021
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Note 2023 2022 2021
Cash flows from investing activities:        
Acquisition of business, net of cash and cash equivalents acquired 21 (3,193) 1,120  — 
Purchases of property, plant and equipment 12 (241,623) (217,776) (199,295)
Purchase of cattle and non-current biological assets 16 (511) (9,096) (11,776)
Purchases of intangible assets 15 (1,291) (3,350) (1,934)
Interest received and others (*) 9 62,120  5,199  16,729 
Proceeds from disposal of other property items   4,094  2,770  2,946 
Proceeds from the sale of farmland and other assets 21 33,242  9,879  8,099 
Proceeds from the sale of subsidiary 21 —  10,000  10,010 
Acquisition of short-term investment 17 (106,897) (98,010) — 
Disposals of short-term investment 17 142,507  —  — 
Net cash used in investing activities (b) (111,552) (299,264) (175,221)
Cash flows from financing activities:        
Proceeds from long-term borrowings 26 7,739  41,082  30,972 
Payments of long-term borrowings 26 (24,105) (14,012) (108,425)
Proceeds from short-term borrowings 26 448,532  347,928  286,115 
Payments of short-term borrowings 26 (420,276) (192,648) (328,463)
Interest paid  (c) (55,476) (44,788) (53,587)
Borrowings prepayment related expenses —  —  (3,068)
Proceeds from exercise of employee share options 214  2,124  — 
(Payments) / Collections of derivatives financial instruments   (32) 118  2,370 
Lease payments (104,097) (91,175) (62,273)
Purchase of own shares   (26,242) (36,844) (66,463)
Dividends paid to non-controlling interest —  (358) (311)
Dividends paid to shareholders (35,000) (35,000) — 
Net cash used from financing activities (d) (208,743) (23,573) (303,133)
Net increase / (decrease) in cash and cash equivalents   114,612  47,189  (129,692)
Cash and cash equivalents at beginning of year 20 230,653  199,766  336,282 
Effect of exchange rate changes and inflation on cash and cash equivalents (e) (5,484) (16,302) (6,824)
Cash and cash equivalents at end of year 20 339,781  230,653  199,766 
(a) Includes (16,383), (38,043) and (30,666) of the combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries for 2023, 2022 and 2021, respectively.
(b) Includes (41,179), (83) and (4,694) of the combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries for 2023, 2022 and 2021, respectively.
(c) Includes (8,253), 77 and (1,109) of the combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries for 2023, 2022 and 2021, respectively.
(d) Includes 45,933, 45,359 and 41,238 of the combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries for 2023, 2022 and 2021, respectively.
(e) Includes 11,629, (7,233) and (5,878) of the combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries for 2023, 2022 and 2021, respectively.
(*) Includes 54,687 related to gains on bond arbitrage transactions (nil in 2022 and 12,708 in 2021) of which the combined effect of IAS 29 and 21 of the Argentine subsidiaries is 30,544, nil and (202) for 2023, 2022 and 2021, respectively.
For non-cash transactions, see Note 13 for Right of Use Assets and related to acquisition of subsidiaries, see Note 21.
The accompanying notes are an integral part of these consolidated financial statements.

F- 13

Adecoagro S.A.
Notes to the Consolidated Financial Statements
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)




1.    General information

Adecoagro S.A. (the "Company" or "Adecoagro") is the Group’s ultimate parent company and is a société anonyme (stock corporation) organized under the laws of the Grand Duchy of Luxembourg. Adecoagro is a holding company primarily engaged through its operating subsidiaries in agricultural and agro-industrial activities. The Company and its operating subsidiaries are collectively referred to hereinafter as the "Group." The Group’s activities are carried out through two major lines of business, namely, Farming and Sugar, Ethanol and Energy. The Farming line of business is further comprised of three reportable segments, which are described in detail in Note 3 to these Consolidated Financial Statements.
 
Adecoagro is a Public Company listed in the New York Stock Exchange (NYSE) as a foreign registered company under the ticker symbol of AGRO.
 
These Consolidated Financial Statements have been approved for issue by the Board of Directors on March 12, 2024.

2.    Financial risk management

Risk management principles and processes
 
The Group’s activities are exposed to a variety of financial risks. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize the Group’s capital costs by using suitable means of financing and to manage and control the Group’s financial risks effectively. The Group uses financial instruments to hedge certain risk exposures.
 
The Group’s approach to the identification, assessment and mitigation of risk is carried out by a Risk and Commercial Committee, which focuses on timely and appropriate risk management.
 
The principal financial risks are related to raw material price, end-product price, exchange rate, interest rate, liquidity and credit risk. This section provides a description of the principal risks and uncertainties that could have a material adverse effect on the Group’s strategy, performance, results of operations and financial condition. These risks do not appear in any particular order of materiality or probability of occurrence.
 
Argentina currency status and macroeconomic outlook:

The Argentine subsidiaries of the Group operate in an economic context in which main variables have a strong volatility as a consequence of political and economic uncertainties, both in national and international environments. Argentina’s annual inflation rate for the years ended December 31, 2023, 2022 and 2021 was 211.4%, 94.8% and 50.9%, respectively. The Group uses Argentina’s official exchange rate to account for transactions in Argentina, mainly affecting the farming business segment, which as of December 31, 2023, 2022 and 2021 was 808.45, 177.16 and 102.72, respectively, against the U.S. dollar. For the years ended December 31, 2023, 2022 and 2021, Argentina’s official exchange rate against the U.S. dollar increased 356.3%, 72.5% and 22.1%, respectively.

On December 10, 2023, a new government took office with the aim to boost a deregulation of the Argentine economy and other regulations. Certain regulations and/or restrictions have been eased and others remain in force, although it is expected that they will be lifted gradually. However, the scope and timing of the measures, including but not limited to the existing foreign exchange regulations remains uncertain as of the date of these Consolidated Financial Statements.

The Argentine Central Bank under prior administration, had implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market known as MULC (for its acronym in Spanish) for certain transactions. However, the performance of blue-chip swap transactions known as Contado con Liquidacion or CCL (for its acronym in Spanish) was an alternative lawful mechanism. The blue-chip swap transactions are capital markets


F- 14


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
transactions that could be implemented in different ways, both for the inflow and outflow of funds. . The implicit exchange rate applicable to this type of transactions is higher with respect to the official foreign exchange rate.

The Company is permanently monitoring the evolution of the program to determine the possible impacts that these new measures could have on the Company’s business and financial position.

•Exchange rate risk

The Group’s cash flows, statement of income and statement of financial position are presented in U.S. Dollars and may be affected by fluctuations in exchange rates. Currency risks, as defined by IFRS 7, arise on account of monetary assets and liabilities being denominated in a currency that is not the functional currency.
 
A significant majority of the Group’s business activities is conducted in the functional currencies of the respective subsidiaries (primarily the Brazilian Reais and the Argentine Peso). However, the Group may transact in currencies other than the respective functional currencies, mainly the U.S. Dollar. As such, these subsidiaries may hold U.S. Dollar denominated monetary balances at each year-end as indicated in the tables below.
 
The Group’s net financial position exposure to the U.S. Dollar is managed on a case-by-case basis, partly by hedging certain expected cash flows with foreign exchange derivative contracts.
 
The following tables show the net monetary position of the respective subsidiaries within the Group categorized by functional currency. Non-U.S. Dollar amounts are presented in U.S. Dollars for purpose of these tables.
 
  2023
  Subsidiaries’ functional currency
Net monetary position
(Liability)/ Asset
Argentine
Peso
Brazilian
Reais
Uruguayan
Peso
U.S. Dollar Total
Argentine Peso (70,608) —  —  (39) (70,647)
Brazilian Reais —  (575,933) —  —  (575,933)
U.S. Dollar (90,313) (262,485) 19,226  82,423  (251,149)
Uruguayan Peso —  —  (2,711) —  (2,711)
Total (160,921) (838,418) 16,515  82,384  (900,440)
 
  2022
  Subsidiaries’ functional currency
Net monetary position
(Liability)/ Asset
Argentine
Peso
Brazilian
Reais
Uruguayan
Peso
U.S. Dollar Total
Argentine Peso (217,659) —  —  —  (217,659)
Brazilian Reais —  (481,232) —  —  (481,232)
U.S. Dollar (179,319) (290,366) 22,810  26,745  (420,130)
Uruguayan Peso —  —  (2,167) —  (2,167)
Total (396,978) (771,598) 20,643  26,745  (1,121,188)
 
The Group’s analysis shown on the tables below is carried out based on the exposure of each functional currency subsidiary against the U.S. Dollar. The Group estimated that, other factors being constant, a hypothetical 10% appreciation/(depreciation) of the U.S. Dollar against the Brazilian real respective functional currencies for the years ended December 31, 2023 and 2022 or the Uruguayan peso, or a 25% appreciation/(depreciation) of the U.S. Dollar against the Argentine peso. A portion of this effect would have been recognized as other comprehensive income since a portion of the Company’s borrowings was used as cash flow hedge of the foreign exchange rate risk of a portion of its highly probable future sales in U.S. Dollars (see Hedge Accounting - Cash Flow Hedge below for details).


F- 15


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
  Functional currency
Net monetary position Argentine
Peso
Brazilian
Reais
Uruguayan
Peso
Total
2023 U.S. Dollar (22,578) (26,249) 1,923  (46,904)
2022 U.S. Dollar (44,830) (29,037) 2,281  (71,586)
 
The tables above only consider the effect of a hypothetical appreciation / depreciation of the U.S. Dollars on the Group’s net financial position. A hypothetical appreciation / depreciation of the U.S. Dollar against the functional currencies of the Group’s subsidiaries has historically had a positive / negative effect, respectively, on the fair value of the Group’s biological assets and the end prices of the Group’s agriculture produce, both of which are generally linked to the U.S. Dollar.

 Hedge Accounting Cash Flow Hedge
 
The Group formally documents and designates cash flow hedging relationships to hedge the foreign exchange rate risk of a portion of its highly probable future sales in U.S. Dollars using a portion of its borrowings denominated in U.S. Dollars, currency forwards and foreign currency floating-to-fixed interest rate swaps, as needed.
 
Generally, the principal amounts of long-term borrowings (non-derivative financial instruments) and notional values of foreign currency forward contracts (derivative financial instruments) are designated as hedging instruments. These instruments are exposed to foreign currency risks, mainly Brazilian Reais/U.S. Dollar related to operations in Brazil and Argentine Peso/U.S. Dollar in Argentina related to operations in Argentina. As of December 31, 2023, and 2022, approximately 4% of projected sales within those countries qualify as highly probable forecast transactions for hedge accounting purposes and are designated as hedged items.
 
The Group prepares formal documentation to support hedge designation, including an explanation of how the designation of the hedging relationship is aligned with the Group’s Risk Management Policy, identification of the hedging instrument, the hedged transactions, the nature of the risk being hedged and an analysis which demonstrates that the hedge is expected to be highly effective. The Group reassesses the prospective and retrospective effectiveness of the hedge on an ongoing basis comparing the foreign currency component of the carrying amount of the hedging instruments and of the highly probable future sales.

Under cash flow hedge accounting, the effect of changes in foreign currency exchange rates on derivative and non-derivative hedging instruments are not immediately recognized in profit or loss but are reclassified from equity to profit or loss in the periods when the future sales occur, thus allowing for a more appropriate presentation of the results for the period reflecting the strategy in the Group’s Risk Management Policy.
 
Currently, based on the Group’s plans, it is expected that the cash flows will occur and affect profit or loss between 2024 and 2028.
 
For the year ended December 31, 2023, a pre-tax loss of US$7,319 (US$15,621 pre-tax loss in 2022 and US$ 10,565 loss in 2021) was recognized in other comprehensive income and an amount of US$49,737 loss (US$41,371 loss in 2022 and US$54,650 loss in 2021) was reclassified from equity to profit or loss within “Financial results, net”.
 
•Raw material price risk

Inflation in the costs of raw materials and goods and services from industry suppliers and manufacturers presents risks to project economics. A significant portion of the Group’s cost structure includes the cost of raw materials primarily seeds, fertilizers and agrochemicals, among others. Prices for these raw materials may vary significantly.
 
•End-product price risk

Prices for commodity products have historically been cyclical, reflecting overall economic conditions and changes in capacity within the industry, which affect the profitability of entities engaged in the agribusiness industry. The Group combines


F- 16


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
different actions to minimize price risk. A percentage of crops are to be sold during and post-harvest period. The Group manages minimum and maximum prices for each commodity as well as gross margin per each crop as to decide when and how to sell. End-product price risks are hedged if economically viable and possible by entering into forward contracts with major trading houses or by using derivative financial instruments, consisting mainly of crops and sugar future contracts, but also includes occasionally put and call options. A movement in end-product futures prices would result in a change in the fair value of the end product hedging contracts. These fair value changes, after taxes, are recorded in the consolidated statement of income.

Contract positions are designed to ensure that the Group would receive a defined minimum price for certain quantities of its production. The counterparties to these instruments generally are major financial institutions. In entering into these contracts, the Group has assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. The Group does not expect any material losses as a result of counterparty defaults. The Group is also obliged to pay margin deposits and premiums for these instruments. These estimates represent only the sensitivity of the financial instruments to market risk and not the Group exposure to end product price risks as a whole, since the crops and cattle products sales are not financial instruments within the scope of IFRS 7 disclosure requirements.
 
Liquidity risk

The Group is exposed to liquidity risks, including risks associated with refinancing borrowings as they mature, and that borrowing facilities are not available to meet cash requirements. Failure to manage liquidity risks could have a material impact on the Group’s cash flow and statement of financial position.

Prudent liquidity risk management includes managing the profile of debt maturities and funding sources close oversight of cash flows projections, maintaining sufficient cash, and ensuring the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. The Group's ability to fund its existing and prospective debt requirements is managed by maintaining diversified funding sources with adequate available funding lines from high quality lenders; and reaching to have long-term financial facilities.
 
As of December 31, 2023, cash and cash equivalents of the Group totaled US$339.8 million.
 
The tables below analyzes the Group’s non-derivative financial liabilities and derivative financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and as a result they do not reconcile to the amounts disclosed on the statement of financial position except for short-term payables where discounting is not applied.
 
At December 31, 2023 Less than
1 year
Between
1 and 2 years
Between 2
and 5 years
Over
5 Years
Total
Trade and other payables 163,873  528  82  398  164,881 
Borrowings 254,162  83,359  723,250  2,013  1,062,784 
Leases Liabilities 69,858  84,059  206,413  233,484  593,814 
Derivative financial instruments 169  —  —  —  169 
Total 488,062  167,946  929,745  235,895  1,821,648 
 
At December 31, 2022 Less than
1 year
Between
1 and 2 years
Between 2
and 5 years
Over
5 Years
Total
Trade and other payables 197,780  16,843  31  336  214,990 
Borrowings 322,923  103,844  772,634  383  1,199,784 
Leases Liabilities 67,181  80,986  168,565  185,910  502,642 
Derivative financial instruments 2,961  96  —  —  3,057 
Total 590,845  201,769  941,230  186,629  1,920,473 
 



F- 17


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
•Interest rate risk

The Group’s interest rate risk arises from long-term borrowings at floating rates, which expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The interest rate profile of the Group's borrowings is set out in Note 26.
 
The Group occasionally manages its cash flow interest rate risk exposure by using floating-to-fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates.
 
The following tables show a breakdown of the Group’s fixed-rate and floating-rate borrowings per currency denomination and functional currency of the subsidiary debt holder. These analyses are performed after giving effect to interest rate swaps.
 
The analysis for the year ended December 31, 2023 and 2022 is as follows:
  2023
  Subsidiaries’ functional currency
Rate per currency denomination Argentine
Peso
Brazilian
Reais
Uruguayan
Peso
U.S. Dollar Total
Fixed rate:        
Argentine Peso 35,318  —  —  —  35,318 
Brazilian Reais —  14,575  —  —  14,575 
U.S. Dollar 36,050  373,939  —  167,088  577,077 
Subtotal fixed-rate borrowings 71,368  388,514  —  167,088  626,970 
Variable rate:      
Argentine Peso 51,460  —  —  —  51,460 
Brazilian Reais —  210,186  —  —  210,186 
U.S. Dollar 16,333  —  —  —  16,333 
Subtotal variable-rate borrowings 67,793  210,186  —  —  277,979 
Total borrowings as per statement of financial position 139,161  598,700  —  167,088  904,949 
 
  2022
  Subsidiaries’ functional currency
Rate per currency denomination Argentine
Peso
Brazilian
Reais
Uruguayan
Peso
U.S. Dollar Total
Fixed rate:        
Argentine Peso 195,982  —  —  —  195,982 
Brazilian Reais —  4,476  —  —  4,476 
U.S. Dollar 62,051  388,350  —  149,884  600,285 
Subtotal fixed-rate borrowings 258,033  392,826  —  149,884  800,743 
Variable rate:      
Brazilian Reais —  188,801  —  —  188,801 
U.S. Dollar 18,096  112  —  —  18,208 
Subtotal variable-rate borrowings 18,096  188,913  —  —  207,009 
Total borrowings as per statement of financial position 276,129  581,739  —  149,884  1,007,752 
 
For the years ended December 31, 2023 and 2022, if interest rates on floating-rate borrowings had been 1% higher with all other variables held constant, the Group’s Profit before income tax for the years would have decreased as shown below. A 1% decrease in interest rates would have an equal and opposite effect on the income statement.


F- 18


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
  2023
  Subsidiaries’ functional currency
Rate per currency denomination Argentine
Peso
Brazilian
Reais
Uruguayan
Peso
U.S. Dollar Total
Variable rate:        
Argentine peso (515) —  —  —  (515)
Brazilian Reais —  (2,102) —  —  (2,102)
U.S. Dollar (163) —  —  —  (163)
Total effects on profit before income tax (678) (2,102) —  —  (2,780)
 
  2022
  Subsidiaries’ functional currency
Rate per currency denomination Argentine
Peso
Brazilian
Reias
Uruguayan
Peso
U.S. Dollar Total
Variable rate:        
Brazilian Reais —  (1,888) —  —  (1,888)
U.S. Dollar (181) (1) —  —  (182)
Total effects on profit before income tax (181) (1,889) —  —  (2,070)
 
The sensitivity analysis has been determined assuming that the change in interest rates had occurred at the date of the statement of financial position and had been applied to the exposure to interest rate risk for financial instruments in existence at that date. The 100 basis point increase or decrease represents management's assessment of a reasonable possible change in those interest rates, which have the most impact on the Group, specifically the United States and Brazilian rates over the period until the next annual statement of financial position date.
 
•Credit risk

The Group’s exposure to credit risk mainly arise from the potential non-performance of contractual obligations by the parties, in relation to amounts owed for physical product sales, the use of derivative instruments, and the investment of surplus cash balances. The Group is also exposed to political and economic risk events, which may cause non-payment of foreign currency obligations to the Group.
 
The Group’s policy is to manage credit exposure to trading counterparties within defined trading limits. All of the Group’s significant counterparties are assigned internal credit limits.
 
The Group regularly sells to a large base of customers. The type and class of customers may differ depending on the Group’s business segments. For the years ended December 31, 2023 and 2022, more than 73% and 71%, respectively, of the Group’s sales of crops were sold to 30 and 34 well-known customers (both multinational and local) with a good credit history with the Group. In the rice segment 79% and 74% of sales were sold to 90 and 79 well-known customers for the years ended December 31, 2023 and 2022, respectively. In the Sugar, Ethanol and Energy segment, sales of ethanol were concentrated in 122 and 66 customers, which represented 100% of total sales of ethanol for the years ended December 31, 2023 and 2022, respectively. Approximately 79% and 100% of the Group’s sales of sugar were concentrated in 154 and 158 well-known traders for the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, 100% and 94% of energy sales were concentrated in 73 and 59 major customers, respectively. In the dairy segment, 54% and 62% of the sales were concentrated in 59 and 53 well-known customers for the years ended December 31, 2023 and 2022, respectively.
 
No credit limits were exceeded during the reporting periods and management does not expect any losses from non-performance by these counterparties. If any of the Group’s customers are independently rated, these ratings are used. Otherwise, the Group assesses the credit quality of the customer taking into account its financial position, past experience and other factors (see Note 17 for details). The Group may seek cash collateral, letter of credit or parent company guarantees, as


F- 19


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
considered appropriate. Sales to customers are primarily made by credit with customary payment terms. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position after deducting any impairment allowance. The Group’s exposure of credit risk arising from trade receivables is set out in Note 18.
 
The Group is exposed to counterparty credit risk on cash and cash equivalent balances. The Group holds cash on deposit with a number of financial institutions. The Group manages its credit risk exposure by limiting individual deposits to clearly defined limits. The Group only deposits with high quality banks and financial institutions. As of December 31, 2023 and 2022, the total amount of cash and cash equivalents mainly comprise cash in banks and short-term bank deposits. The Group is authorized to transact with banks rated “BBB+” or higher. As of both December 31, 2023 and 2022, 5 banks (primarily Credit Agricole, Banco Itaú, Banco Galicia, Portfolio Personal Inversiones and FCI) accounted for more than 80% and 86%, respectively, of the total cash deposited. The remaining amount of cash and cash equivalents relates to cash in hand. Additionally, during the year ended December 31, 2023, the Group invested in fixed-term bank deposits with mainly two banks (Banco do Brasil and Itaú), treasury bills and also entered into derivative contracts (currency forward). The Group’s exposure of credit risk arising from cash and cash equivalents is set out in Note 20.
 
The Group’s primary objective for holding derivative financial instruments is to manage currency exchange rate risk, interest rate risk and commodity price risk. The Group generally enters into derivative transactions with high-credit-quality counterparties and, by policy, limits the amount of credit exposure to any one counterparty based on an analysis of that counterparty's relative credit standing. The amounts subject to credit risk related to derivative instruments are generally limited to the amounts, if any, by which counterparty's obligations exceed the obligations with that counterparty.
 
The Group also entered into crop commodity futures traded in the established trading markets of Argentina and Brazil through well-rated brokers. Management does not expect any counterparty to fail to meet its obligations.

•Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, it may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or buy own shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as total debt (including current and non-current borrowings as shown in the consolidated statement of financial position, if applicable) divided by total capital. Total capital is calculated as equity, as shown in the consolidated statement of financial position, plus total borrowings. During the year ended December 31, 2023, the strategy was to maintain the gearing ratio within 0.40 to 0.60, as follows:

  2023 2022
Total borrowings 904,949  1,007,752 
Total equity 1,265,648  1,163,643 
Total capital 2,170,597  2,171,395 
Gearing ratio 0.42  0.46 

•Derivative financial instruments

As part of its business operations, the Group may uses a variety of derivative financial instruments to manage its exposure to the financial risks discussed above. As part of its strategy, the Group may enter into derivatives of (i) interest rate to manage the composition of floating and fixed rate debt; (ii) currency to manage exchange rate risk, and (iii) crop (future contracts and put and call options) to manage its exposure to price volatility stemming from its integrated crop production activities. The Group’s policy is not to use derivatives for speculative purposes.
 
Derivative financial instruments involve, to a varying degree, elements of market and credit risk not recognized in the financial statements. The market risk associated with these instruments resulting from price movements is expected to offset the


F- 20


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
market risk of the underlying transactions, assets and liabilities, being hedged. The counterparties to the agreements relating to the Group’s contracts generally are large institutions with credit ratings equal to or higher than BBB+. The Group continually monitors the credit rating of such counterparties and seeks to limit its financial exposure to any one financial institution. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Group’s exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Group’s obligations to the counterparties.
 
The following tables show the outstanding positions for each type of derivative contract as of the date of each statement of financial position:

▪ Futures / options

As of December 31, 2023:
  2023
Type of
derivative contract
Quantities
(thousands)
(**)
Notional
amount
Fair
Value Asset/
(Liability)
(Loss)/Gain
(*)
Futures:        
Sale        
Soybean 518  (9) (9)
Wheat 537  (12) (12)
Sugar 157  79,404  8,678  8,586 
OTC:
Sugar 112  55,696  5,141  5,250 
Total 274  136,155  13,798  13,815 
 As of December 31, 2022:
  2022
Type of
derivative contract
Quantities
(thousands)
(**)
Notional
amount
Fair
Value Asset/
(Liability)
(Loss)/Gain
(*)
Futures:        
Sale        
Corn 992  (193) (193)
Soybean 34  12,696  (1,081) (1,085)
Wheat 2,956  111  115 
Sugar 99  3,437  (1,526) (1,778)
Total 147  20,081  (2,689) (2,941)
(*) Included in the line item “gain / (loss) from commodity derivative financial instruments” of Note 8.
(**) All quantities expressed either in tons or cubic meters, as applicable.
Commodity future contract fair values are computed with reference to quoted market prices on future exchanges.

▪Floating-to-fixed interest rate swaps

In April 2022, one of the Group's subsidiaries in Brazil, Usina Monte Alegre (“UMA”) entered into a R$ 20 million loan with Itaú BBA. The loan bears interest at a fixed rate of 13.23% p.a. Concurrently, UMA entered into a swap agreement, to effectively convert the fixed-interest-rate loan into a variable-interest-rate loan denominated in CDI (an interbank floating interest rate in Reais), plus a fixed rate of 1.29%. The swap matures on March 24, 2024, mirroring the loan’s maturity date, and resulted in a recognition of non-significant losses in 2023.


F- 21


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)

In December 2020, one of the Group's subsidiaries in Brazil, Adecoagro Vale do Ivinhema entered into an interest rate swap agreement with Itaú BBA for  an aggregate amount of US$400 million. Pursuant to this agreement, Adecoagro Vale do Ivinhema receives IPCA (Extended National Consumer Price Index) plus 4.24% per year and pays CDI (an interbank floating interest rate in Reais) plus 1.85% per year. This swap agreement expires semiannually until December, 2026. This agreement resulted in a recognition of a gain of US$4.2 million in 2023 and a loss of US$2.2 million in 2022.

▪Currency forward

The Group entered into several currency forward contracts with Brazilian banks, in order to hedge the fluctuation of the Brazilian Reais against the U.S. Dollar, for a total aggregate amount of US$ 3 million. The currency forward contracts maturity date is between January and April 2024. It resulted in the recognition of non-significant losses in 2023.

Also, the Group entered into several currency forward contracts to hedge the fluctuation of the U.S. Dollar against the Euro for a total notional amount of US$ 0.8 million. The currency forward contracts maturity date is June 2024 and resulted in the recognition of non-significant losses in 2023.
 
Gains and losses on currency forward contracts are included within “Financial results, net” in the statement of income.

3.    Segment information

The Group is engaged in agricultural, manufacturing and land transformation activities. Our agricultural activities consist of harvesting certain agricultural products, including crops, rough rice, and sugarcane, for sale to third parties and for internal use as inputs in its various manufacturing processes, and producing fluid milk. The manufacturing activities consist of (i) selling manufactured products, including processed peanuts, sunflower rice, sugar, ethanol and energy, among others, (ii) in our milk facilities we produce UHT and UP milk, powder milk and semi-hard cheese, among others; and (iii) providing services, such as grain warehousing and conditioning and handling and drying services, among others. The land transformation activities consist of the acquisition of farmlands or businesses with underdeveloped or underutilized agricultural land and implementing production technology and agricultural best practices on the Group’s farmlands to enhance yields and increase their value for potential realization through sale.

According to IFRS 8, operating segments are identified based on the ‘management approach’. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Group’s CODM is the Management Committee. IFRS 8 stipulates external segment reporting based on the Group’s internal organizational and management structure and on internal financial reporting to the chief operating decision maker.

Effective for our year ended December 31, 2023, The Group’s CODM changed its internal reporting mainly to refine the way it views our farming business and its interaction with our overarching land transformation activities embedded within such farming business. Previously, The Group’s CODM reviewed the results of our land transformation strategy as a separate activity upon disposition of transformed farmlands and/or other rural properties, or the acquisition of an under-utilized land. As from the fourth quarter of 2023, The Group’s CODM started allocating any profit from disposition of a farmland or, a bargain purchase gain, as part of the farming activity where such farmland belongs. The CODM believes that this allocation better aligns the activities which were conducted to achieve the full growth potential of the land through the years with its ultimate realization of incremental value. Therefore, any profit on the realization of land transformation activities is now included in the respective farming business operating segment to which the disposed/acquired land belongs.

Also, The Group’s CODM started allocating the results of our minor cattle activities – which were previously reported as part of “all other segments” since they did not meet the quantitative thresholds for disclosure – to the farmland where the cattle is assigned. The Group maintains cattle as complementary to the farming activities rather than as a separate business itself. Cattle helps preserve the value and productive capacity of the farmlands, avoiding the growth of undesired weed.

These changes resulted in revisions to the financial information provided to The Group’s CODM on a recurring basis in their evaluation of our financial performance and the decision-making process. The Group’s CODM believes these changes


F- 22


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
better reflect the performance of our reportable segments. Accordingly, the Group changed the segment reporting under IFRS 8 as further described below. Previously reported segment financial information was recast for the years ended December 31, 2022 and 2021 to reflect the new reportable segments’ structure.

Based on the foregoing, the Group operates in two major lines of business, namely, Farming and Sugar, Ethanol and Energy

•The ‘Farming’ is further comprised of three reportable segments:

•‘Crops’ Segment which consists of planting, harvesting and sale of grains, oilseeds and fibers (including wheat, corn, soybeans, peanuts, cotton and sunflowers, among others), and to a lesser extent the provision of grain warehousing/conditioning and handling and drying services to third parties. Each underlying crop in this segment does not represent a separate operating segment. Management seeks to maximize the use of the land through the cultivation of one or more type of crops. Types and surface amount of crops cultivated may vary from harvest year to harvest year depending on several factors, some of them out of the Group’s control. Management is focused on the long-term performance of the productive land, and to that extent, the performance is assessed considering the aggregated combination, if any, of crops planted in the land. A single manager is responsible for the management of operating activity of all crops rather than for each individual crop.

•‘Rice’ Segment which consists of planting, harvesting, processing and marketing of rice, and the genetic development of seeds.

•‘Dairy’ Segment which consists of the production and sale of raw milk and industrialized products, including UHT, cheese and powder milk among others.

•‘Sugar, Ethanol and Energy’ Segment which consists of cultivating sugarcane which is processed in owned sugar mills, transformed into ethanol, sugar and electricity, in addition to biomethane and then marketed;

As further discussed in Note 32, the Group applies IAS 29 to its operations in Argentina. According to IAS 29, all Argentine Peso-denominated non-monetary items in the statement of financial position are adjusted by applying a general price index from the date they were initially recognized to the end of the reporting period. Likewise, all Argentine Peso-denominated items in the statement of income are expressed in terms of the measuring unit current at the end of the reporting period, consequently, income statement items are adjusted by applying a general price index on a monthly basis from the dates they were initially recognized in the financial statements to the end of the reporting period. This process is called “re-measurement”. Once the re-measurement process is completed, all Argentine Peso denominated accounts are translated into U.S. Dollars, which is our reporting currency, applying the guidelines in IAS 21 “The Effects of Changes in Foreign Exchange Rates”(“IAS 21”). IAS 21 requires that amounts be translated at the closing rate at the date of the most recent statement of financial position. This process is called “translation”. The re-measurement and translation processes are applied on a monthly basis until year-end. Due to these processes, the re-measured and translated results of operations for a given month are subject to change until year-end, affecting comparison and analysis.

However, the internal reporting reviewed by the CODM departs from the application of IAS 29 and IAS 21 re-measurement and translation processes discussed above. For segment reporting purposes, the segment results of Argentine operations for each reporting period were adjusted for inflation and translated into the reporting currency using the reporting period average exchange rate. The translated amounts were not subsequently re-measured and translated in accordance with the IAS 29 and IAS 21 guidelines. In order to evaluate the segment’s performance, results of operations in Argentina are based on monthly data adjusted for inflation and converted into the monthly US dollar average exchange rate. These converted amounts are not subsequently readjusted and reconverted as described under IAS 29 and IAS 21. It should be noted that this translation methodology for evaluating segment information is the same that the Group uses to translate results of operations from its other subsidiaries from other countries that have not been designated hyperinflationary economies because it allows for a more accurate analysis of the economic performance of its business as a whole. The CODM believes that the exclusion of the re-measurement and translation processes from the segment reporting structure allows for a more useful presentation and facilitates period-to-period comparison and performance analysis.

For all the Group’s segments, the primary operating performance measure is “Profit or Loss from Operations” measured in accordance with the procedure outlined above. Total segment assets and liabilities are measured in a manner


F- 23


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
consistent with that of the Consolidated Financial Statements. These assets and liabilities are allocated based on the operations of the segment and the physical location of the asset.

The following tables show a reconciliation of the reportable segments information reviewed by our CODM with the reportable segment information measured in accordance with IAS 29 and IAS 21 as per the Consolidated Financial Statements for all years presented. These tables do not include information for the Sugar, Ethanol and Energy reportable segment since this information is not affected by the application of IAS 29 and therefore there is no difference between the information reviewed by our CODM and the information included in the Consolidated Financial Statements:



F- 24


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
Segment reconciliation for the year ended December 31, 2023:
2023
Crops Rice Dairy
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Sales of goods sold and services rendered 216,912  (50,659) 166,253  256,347  (26,155) 230,192  246,875  (66,756) 180,119 
Cost of goods and services rendered (188,954) 45,075  (143,879) (178,322) 8,064  (170,258) (209,362) 54,889  (154,473)
Initial recognition and changes in fair value of biological assets and agricultural produce (4,862) (5,465) (10,327) (2,488) (1,813) (4,301) 14,086  (6,036) 8,050 
Gain from changes in net realizable value of agricultural produce after harvest 2,730  (736) 1,994  —  —  —  —  —  — 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses 25,826  (11,785) 14,041  75,537  (19,904) 55,633  51,599  (17,903) 33,696 
General and administrative expenses (14,779) 4,866  (9,913) (15,709) 4,436  (11,273) (10,411) 3,456  (6,955)
Selling expenses (22,450) 6,336  (16,114) (33,407) 6,958  (26,449) (25,488) 8,312  (17,176)
Other operating income / (expense), net 20,006  (4,721) 15,285  7,470  (252) 7,218  1,872  (960) 912 
Profit from Operations 8,603  (5,304) 3,299  33,891  (8,762) 25,129  17,572  (7,095) 10,477 
Depreciation and amortization (8,330) 2,909  (5,421) (15,154) 4,342  (10,812) (10,913) 3,852  (7,061)
Net (loss) / gain from Fair value adjustment of investment property 10,199  (650) 9,549  1,176  (105) 1,071  —  —  — 
2023
Corporate Total
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Sales of goods sold and services rendered —  —  —  1,442,441  (143,570) 1,298,871 
Cost of goods and services rendered —  —  —  (1,081,208) 108,028  (973,180)
Initial recognition and changes in fair value of biological assets and agricultural produce —  —  —  101,172  (13,314) 87,858 
Gain from changes in net realizable value of agricultural produce after harvest —  —  —  2,574  (736) 1,838 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses —  —  —  464,979  (49,592) 415,387 
General and administrative expenses (23,061) 6,473  (16,588) (89,551) 19,231  (70,320)
Selling expenses (305) 107  (198) (150,805) 21,713  (129,092)
Other operating income / (expense), net (309) 21  (288) 31,502  (5,912) 25,590 
Profit from Operations (23,675) 6,601  (17,074) 256,125  (14,560) 241,565 
Depreciation and amortization (1,275) 454  (821) (211,575) 11,557  (200,018)
Net gain / (loss) from Fair value adjustment of investment property —  —  —  11,375  (755) 10,620 



F- 25


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
Segment reconciliation for the year ended December 31, 2022:
2022
Crops Rice Dairy
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Sales of goods sold and services rendered 280,329  (2,578) 277,751  204,396  (195) 204,201  236,222  (1,210) 235,012 
Cost of goods and services rendered (257,925) 2,330  (255,595) (160,047) (379) (160,426) (204,924) 1,039  (203,885)
Initial recognition and changes in fair value of biological assets and agricultural produce 62,567  1,494  64,061  16,032  525  16,557  27,523  (266) 27,257 
Gain from changes in net realizable value of agricultural produce after harvest (21,495) 136  (21,359) —  —  —  —  —  — 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses 63,476  1,382  64,858  60,381  (49) 60,332  58,821  (437) 58,384 
General and administrative expenses (13,312) (13,310) (15,487) 173  (15,314) (10,378) 181  (10,197)
Selling expenses (31,894) 212  (31,682) (34,665) 229  (34,436) (27,050) 76  (26,974)
Other operating income / (expense), net 463  (804) (341) (507) (37) (544) (8) (3) (11)
Bargain purchase gain on acquisition —  —  —  10,070  37  10,107  —  —  — 
Profit from Operations 18,733  792  19,525  19,792  353  20,145  21,385  (183) 21,202 
Depreciation and amortization (8,017) 39  (7,978) (12,215) 98  (12,117) (10,075) 57  (10,018)
Net (loss) / gain from Fair value adjustment of investment property (2,184) (158) (2,342) (580) (39) (619) —  —  — 
2022
Corporate Total
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Sales of goods sold and services rendered —  —  —  1,351,707  (3,983) 1,347,724 
Cost of goods and services rendered —  —  —  (1,078,737) 2,990  (1,075,747)
Initial recognition and changes in fair value of biological assets and agricultural produce —  —  —  214,188  1,753  215,941 
Gain from changes in net realizable value of agricultural produce after harvest —  —  —  (22,429) 136  (22,293)
Margin on Manufacturing and Agricultural Activities Before Operating Expenses —  —  —  464,729  896  465,625 
General and administrative expenses (23,413) (136) (23,549) (84,507) 220  (84,287)
Selling expenses (257) (1) (258) (144,031) 516  (143,515)
Other operating income / (expense), net (136) 21  (115) 2,693  (823) 1,870 
Bargain purchase gain on acquisition —  —  —  10,070  37  10,107 
Profit from Operations (23,806) (116) (23,922) 248,954  846  249,800 
Depreciation and amortization 22  (29) (7) (191,205) 165  (191,040)
Net (loss) / gain from Fair value adjustment of investment property —  —  —  (2,764) (197) (2,961)




F- 26


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
Segment reconciliation for the year ended December 31, 2021:
2021
Crops Rice Dairy
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Sales of goods sold and services rendered 231,817  11,975  243,792  131,093  4,403  135,496  172,803  10,251  183,054 
Cost of goods and services rendered (206,018) (10,216) (216,234) (109,805) (2,348) (112,153) (149,738) (8,339) (158,077)
Initial recognition and changes in fair value of biological assets and agricultural produce 65,907  8,185  74,092  38,296  6,798  45,094  18,336  1,559  19,895 
Gain from changes in net realizable value of agricultural produce after harvest (10,163) (1,221) (11,384) —  —  —  —  —  — 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses 81,543  8,723  90,266  59,584  8,853  68,437  41,401  3,471  44,872 
General and administrative expenses (10,356) (834) (11,190) (8,981) (876) (9,857) (4,715) (541) (5,256)
Selling expenses (22,107) (1,506) (23,613) (16,709) (1,495) (18,204) (20,779) (1,793) (22,572)
Other operating income / (expense), net 237  (536) (299) (918) (73) (991) (150) (20) (170)
Profit from Operations 49,317  5,847  55,164  32,976  6,409  39,385  15,757  1,117  16,874 
Depreciation and amortization (6,583) (643) (7,226) (8,173) (820) (8,993) (7,144) (797) (7,941)
Net (loss) / gain from Fair value adjustment of investment property (2,832) (350) (3,182) (1,052) (97) (1,149) —  —  — 
2021
Corporate Total
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Sales of goods sold and services rendered —  —  —  1,097,723  26,629  1,124,352 
Cost of goods and services rendered —  —  —  (834,062) (20,903) (854,965)
Initial recognition and changes in fair value of biological assets and agricultural produce —  —  —  211,198  16,542  227,740 
Gain from changes in net realizable value of agricultural produce after harvest —  —  —  (11,658) (1,221) (12,879)
Margin on Manufacturing and Agricultural Activities Before Operating Expenses —  —  —  463,201  21,047  484,248 
General and administrative expenses (22,119) (1,908) (24,027) (65,635) (4,159) (69,794)
Selling expenses (306) (21) (327) (112,847) (4,815) (117,662)
Other operating income / (expense), net 103  (21) 82  (18,118) (650) (18,768)
Profit from Operations (22,322) (1,950) (24,272) 266,601  11,423  278,024 
Depreciation and amortization (738) (49) (787) (166,619) (2,309) (168,928)
Net (loss) / gain from Fair value adjustment of investment property —  —  —  (3,884) (447) (4,331)





F- 27


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
The following table presents information with respect to the Group’s reportable segments. Certain other activities of a holding function nature not allocable to the segments are disclosed in the column ‘Corporate’

Segment analysis for the year ended December 31, 2023:
  Farming Sugar,
Ethanol and Energy
Corporate
 Total
  Crops Rice Dairy Farming
subtotal
Sales of goods and services rendered 216,912  256,347  246,875  720,134  722,307  —  1,442,441 
Cost of goods sold and services rendered (188,954) (178,322) (209,362) (576,638) (504,570) —  (1,081,208)
Initial recognition and changes in fair value of biological assets and agricultural produce (4,862) (2,488) 14,086  6,736  94,436  —  101,172 
Changes in net realizable value of agricultural produce after harvest 2,730  —  —  2,730  (156) —  2,574 
Margin on manufacturing and agricultural activities before operating expenses 25,826  75,537  51,599  152,962  312,017  —  464,979 
General and administrative expenses (14,779) (15,709) (10,411) (40,899) (25,591) (23,061) (89,551)
Selling expenses (22,450) (33,407) (25,488) (81,345) (69,155) (305) (150,805)
Other operating income / (expense), net 20,006  7,470  1,872  29,348  2,463  (309) 31,502 
Profit / (loss) from operations 8,603  33,891  17,572  60,066  219,734  (23,675) 256,125 
Depreciation and amortization (8,330) (15,154) (10,913) (34,397) (175,903) (1,275) (211,575)
Net gain from Fair value adjustment of investment property 10,199  1,176  —  11,375  —  —  11,375 
Reverse of revaluation surplus derived from the disposals of assets before taxes 20,245  —  —  20,245  —  —  20,245 
Initial recognition and changes in fair value of biological assets and agricultural produce (unrealized) 4,171  (1,002) (12,655) (9,486) (15,393) —  (24,879)
Initial recognition and changes in fair value of biological assets and agricultural produce (realized) (9,033) (1,486) 26,741  16,222  109,829  —  126,051 
Changes in net realizable value of agricultural produce after harvest (unrealized) 2,599  —  —  2,599  —  —  2,599 
Changes in net realizable value of agricultural produce after harvest (realized) 131  —  —  131  (156) —  (25)
Farmlands and farmland improvements, net 447,772  178,291  1,462  627,525  78,322  —  705,847 
Machinery, equipment and other fixed assets, net 24,250  71,584  86,670  182,504  264,561  —  447,065 
Bearer plants, net 753  —  —  753  375,089  —  375,842 
Work in progress 10  291  5,584  5,885  14,926  —  20,811 
Right of use assets 13,608  15,076  29  28,713  377,420  580  406,713 
Investment property 29,192  4,172  —  33,364  —  —  33,364 
Goodwill 6,095  3,704  —  9,799  4,510  —  14,309 
Biological assets 55,545  32,843  23,191  111,579  116,458  —  228,037 
Finished goods 33,407  9,306  9,927  52,640  126,971  —  179,611 
Raw materials, stocks held by third parties and others 26,779  16,577  11,230  54,586  21,854  —  76,440 
Total segment assets 637,411  331,844  138,093  1,107,348  1,380,111  580  2,488,039 
Borrowings 44,692  (9,207) 84,557  120,042  604,827  180,080  904,949 
Lease liabilities 12,341  13,475  57  25,873  352,238  399  378,510 
Total segment liabilities 57,033  4,268  84,614  145,915  957,065  180,479  1,283,459 


F- 28


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)

Segment analysis for the year ended December 31, 2022
  Farming Sugar,
Ethanol and Energy
Corporate
 Total
  Crops Rice Dairy Farming
subtotal
Sales of goods and services rendered 280,329  204,396  236,222  720,947  630,760  —  1,351,707 
Cost of goods sold and services rendered (257,925) (160,047) (204,924) (622,896) (455,841) —  (1,078,737)
Initial recognition and changes in fair value of biological assets and agricultural produce 62,567  16,032  27,523  106,122  108,066  —  214,188 
Changes in net realizable value of agricultural produce after harvest (21,495) —  —  (21,495) (934) —  (22,429)
Margin on manufacturing and agricultural activities before operating expenses 63,476  60,381  58,821  182,678  282,051  —  464,729 
General and administrative expenses (13,312) (15,487) (10,378) (39,177) (21,917) (23,413) (84,507)
Selling expenses (31,894) (34,665) (27,050) (93,609) (50,165) (257) (144,031)
Other operating income / (expense), net 463  (507) (8) (52) 2,881  (136) 2,693 
Bargain purchase gain on acquisition —  10,070  —  10,070  —  —  10,070 
Profit / (loss) from operations 18,733  19,792  21,385  59,910  212,850  (23,806) 248,954 
Depreciation and amortization (8,017) (12,215) (10,075) (30,307) (160,920) 22  (191,205)
Net loss from Fair value adjustment of investment property (2,184) (580) —  (2,764) —  —  (2,764)
Initial recognition and changes in fair value of biological assets and agricultural produce (unrealized) 2,071  3,327  (2,276) 3,122  35,232  —  38,354 
Initial recognition and changes in fair value of biological assets and agricultural produce (realized) 60,496  12,705  29,799  103,000  72,834  —  175,834 
Changes in net realizable value of agricultural produce after harvest (unrealized) 72  —  —  72  —  —  72 
Changes in net realizable value of agricultural produce after harvest (realized) (21,567) —  —  (21,567) (934) —  (22,501)
Farmlands and farmland improvements, net 504,695  158,769  2,221  665,685  78,648  —  744,333 
Machinery, equipment and other fixed assets, net 50,183  59,126  108,589  217,898  171,308  —  389,206 
Bearer plants, net 1,057  —  —  1,057  351,670  —  352,727 
Work in progress 9,018  29,462  22,325  60,805  18,284  —  79,089 
Right of use assets 18,952  8,594  711  28,257  330,681  1,243  360,181 
Investment property 27,757  5,573  —  33,330  —  —  33,330 
Goodwill 8,932  5,427  —  14,359  4,185  —  18,544 
Biological assets 72,843  54,125  30,045  157,013  109,431  —  266,444 
Finished goods 37,539  13,659  12,825  64,023  88,693  —  152,716 
Raw materials, stocks held by third parties and others 63,153  22,178  8,700  94,031  27,275  —  121,306 
Total segment assets 794,129  356,913  185,416  1,336,458  1,180,175  1,243  2,517,876 
Borrowings 41,493  113,133  138,241  292,867  587,865  127,020  1,007,752 
Lease liabilities 18,234  8,281  623  27,138  310,162  680  337,980 
Total segment liabilities 59,727  121,414  138,864  320,005  898,027  127,700  1,345,732 


F- 29


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
Segment analysis for the year ended December 31, 2021
  Farming Sugar,
Ethanol and Energy
Corporate
 Total
  Crops Rice Dairy Farming
subtotal
Sales of goods and services rendered 231,817  131,093  172,803  535,713  562,010  —  1,097,723 
Cost of goods sold and services rendered (206,018) (109,805) (149,738) (465,561) (368,501) —  (834,062)
Initial recognition and changes in fair value of biological assets and agricultural produce 65,907  38,296  18,336  122,539  88,659  —  211,198 
Changes in net realizable value of agricultural produce after harvest (10,163) —  —  (10,163) (1,495) —  (11,658)
Margin on manufacturing and agricultural activities before operating expenses 81,543  59,584  41,401  182,528  280,673  —  463,201 
General and administrative expenses (10,356) (8,981) (4,715) (24,052) (19,464) (22,119) (65,635)
Selling expenses (22,107) (16,709) (20,779) (59,595) (52,946) (306) (112,847)
Other operating income / (expense), net 237  (918) (150) (831) (17,390) 103  (18,118)
Profit / (loss) from operations 49,317  32,976  15,757  98,050  190,873  (22,322) 266,601 
Depreciation and amortization (6,583) (8,173) (7,144) (21,900) (143,981) (738) (166,619)
Net loss from Fair value adjustment of investment property (2,832) (1,052) —  (3,884) —  —  (3,884)
Initial recognition and changes in fair value of biological assets and agricultural produce (unrealized) 21,428  5,992  (6,271) 21,149  (16,294) —  4,855 
Initial recognition and changes in fair value of biological assets and agricultural produce (realized) 44,479  32,304  24,607  101,390  104,953  —  206,343 
Changes in net realizable value of agricultural produce after harvest (unrealized) (4,001) —  —  (4,001) —  —  (4,001)
Changes in net realizable value of agricultural produce after harvest (realized) (6,162) —  —  (6,162) (1,495) —  (7,657)

Total reportable segments’ assets and liabilities are reconciled to total assets as per the statement of financial position as follows:
 
  2023 2022
Total reportable assets as per segment information 2,488,039  2,517,876 
Intangible assets (excluding goodwill) 13,210  17,576 
Deferred income tax assets 9,777  8,758 
Trade and other receivables 218,115  228,378 
Other assets 1,515  1,701 
Derivative financial instruments 31,820  5,342 
Short-term investment 62,637  98,571 
Cash and cash equivalents 339,781  230,653 
Total assets as per the statement of financial position 3,164,894  3,108,855 

  2023 2022
Total reportable liabilities as per segment information 1,283,459  1,345,732 
Trade and other payables 191,738  259,607 
Deferred income tax liabilities 376,331  301,414 
Payroll and social liabilities 38,927  31,545 
Provisions for other liabilities 3,599  3,435 
Current income tax liabilities 5,023  422 
Derivative financial instruments 169  3,057 
Total liabilities as per the statement of financial position 1,899,246  1,945,212 

.


F- 30


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)
Non-current assets and revenues and fair value gains and losses are shown by geographic region. These are the regions in which the Group is active: Argentina, Brazil, Uruguay and others.
 
As of and for the year ended December 31, 2023:
  Argentina Brazil Uruguay Chile Total
Property, plant and equipment 786,201  733,055  30,309  —  1,549,565 
Investment property 33,364  —  —  —  33,364 
Goodwill 9,799  4,510  —  —  14,309 
Non-current portion of biological assets 23,706  —  —  —  23,706 
Sales of goods and services rendered 402,205  401,051  632,165  7,020  1,442,441 
Initial recognition and changes in fair value of biological assets and agricultural produce 6,469  94,436  267  —  101,172 
Changes in net realizable value of agricultural produce after harvest 3,341  (156) (611) —  2,574 

As of and for the year ended December 31, 2022:
  Argentina Brazil Uruguay Chile Total
Property, plant and equipment 914,444  620,065  30,846  —  1,565,355 
Investment property 33,330  —  —  —  33,330 
Goodwill 14,359  4,185  —  —  18,544 
Non-current portion of biological assets 30,622  —  —  —  30,622 
Sales of goods and services rendered 373,746  494,215  472,538  11,208  1,351,707 
Initial recognition and changes in fair value of biological assets and agricultural produce 102,656  108,066  3,466  —  214,188 
Changes in net realizable value of agricultural produce after harvest (21,482) (934) (13) —  (22,429)
As of and for the year ended December 31, 2021:
  Argentina Brazil Uruguay Chile Total
Sales of goods and services rendered 284,026  385,959  427,661  77  1,097,723 
Initial recognition and changes in fair value of biological assets and agricultural produce 120,255  88,659  2,284  —  211,198 
Changes in net realizable value of agricultural produce after harvest (9,679) (1,496) (483) —  (11,658)


F- 31


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



4.    Sales
  2023 2022 2021
Manufactured products and services rendered:      
Ethanol 247,008  387,124  291,883 
Sugar 419,858  188,769  208,365 
Energy (*)
35,985  34,919  50,321 
Peanut 63,646  63,041  60,939 
Sunflower 8,301  14,948  11,282 
Cotton 8,383  6,780  2,540 
Rice (*)
199,746  188,263  127,272 
Fluid milk (UHT) 74,402  76,596  62,875 
Powder milk (*)
43,958  84,257  62,728 
Other diary products (*)
35,385  37,648  28,834 
Services 6,080  10,987  7,309 
Rental income 1,210  841  615 
Others 43,436  24,199  13,069 
  1,187,398  1,118,372  928,032 
Agricultural produce and biological assets:      
Soybean 42,610  81,757  71,687 
Corn 22,490  71,188  59,803 
Wheat 7,984  19,915  27,349 
Rice —  3,994  — 
Sunflower 7,095  9,885  6,167 
Barley 2,826  4,175  1,684 
Seeds 428  1,940  1,559 
Raw milk 15,081  21,623  16,468 
Cattle 3,542  5,039  3,111 
Cattle for dairy 6,718  7,543  4,994 
Others 2,699  2,293  3,498 
111,473  229,352  196,320 
Total sales 1,298,871  1,347,724  1,124,352 
(*) Includes sales of mwh of energy, tons rice and crops products produced by third parties for an amount of US$ 2.4 million, US$ 22.3 million and US$ 0.8 million respectively (December 31, 2022: sales of mwh of energy, tons rice and power milk US$ 2.3 million, US$ 0.9 million and US$ 1.3 million, respectively and December 31, 2021: sales of mwh of energy, tons rice and butter US$ 6.5 million, US$ 4.4 million and US$ 0.6 million, respectively).

Commitments to sell commodities at a future date
 
The Group entered into contracts to sell non-financial instruments, mainly sugar, soybean and corn through sales forward contracts. Those contracts are held for purposes of delivery of the non-financial instrument in accordance with the Group’s expected sales. Accordingly, as the own use exception criteria are met, those contracts are not recorded as derivatives.
 
The notional amount of these contracts is US$73.5 million as of December 31, 2023 (2022: US$89.9 million; 2021: US$75.9 million) and comprised primarily of 9,225 thousand tons of sugar (US$ 5.2 million), 28,534 thousand m3 of ethanol (US$15.3 million), 539,712 thousand mwh of energy (US$27.6 million), 53,600 thousand tons of soybean (US$17.8 million), 17,208 thousand tons of wheat (US$4.2 million), and 16,155 thousand tons of corn (US$3.1 million) which expire between January and December 2024.



F- 32


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

5.    Cost of goods sold and services rendered

For the year ended December 31:
  2023
  Crops Rice Dairy Sugar,
Ethanol and
Energy
Total
Finished goods at the beginning of year (Note 19) 37,539  13,659  12,825  88,693  152,716 
Cost of production of manufactured products (Note 6) 47,086  123,629  121,341  548,553  840,609 
Purchases 4,361  22,594  3,170  1,011  31,136 
Agricultural produce 115,893  18  15,081  9,736  140,728 
Transfer to raw material (49,108) (5,714) —  —  (54,822)
Direct agricultural selling expenses 9,214  —  —  —  9,214 
Tax recoveries (i) —  —  —  (25,767) (25,767)
Changes in net realizable value of agricultural produce after harvest 1,994  —  —  (156) 1,838 
Loss of idle capacity —  —  —  3,861  3,861 
Finished goods at the end of the year (Note 19) (33,407) (9,306) (9,927) (126,971) (179,611)
Exchange differences 10,307  25,378  11,983  5,610  53,278 
Cost of goods sold and services rendered 143,879  170,258  154,473  504,570  973,180 
 
(i) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values.
 
For the year ended December 31:
  2022
  Crops Rice Dairy Sugar,
Ethanol and
Energy
Total
Finished goods at the beginning of year 37,225  5,015  15,157  80,857  138,254 
Cost of production of manufactured products (Note 6) 68,510  165,330  180,723  455,336  869,899 
Purchases 10,528  1,866  1,285  856  14,535 
Acquisition of subsidiaries —  8,413  —  —  8,413 
Agricultural produce 245,402  106  21,647  11,571  278,726 
Transfer to raw material (75,158) (6,549) —  —  (81,707)
Direct agricultural selling expenses 25,623  —  —  —  25,623 
Tax recoveries (i) —  —  —  (17,800) (17,800)
Changes in net realizable value of agricultural produce after harvest (21,359) —  —  (934) (22,293)
Loss of idle capacity —  —  —  7,507  7,507 
Finished goods at the end of the year (Note 19) (37,539) (13,659) (12,825) (88,693) (152,716)
Exchange differences 2,363  (96) (2,102) 7,141  7,306 
Cost of goods sold and services rendered 255,595  160,426  203,885  455,841  1,075,747 
(i) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values.
 


F- 33


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

5.    Cost of goods sold and services rendered (continued)

For the year ended December 31:
  2021
  Crops Rice Dairy Sugar,
Ethanol and
Energy
Total
Finished goods at the beginning of year 30,267  5,970  6,489  34,315  77,041 
Cost of production of manufactured products (Note 6) 59,590  124,304  158,083  415,408  757,385 
Purchases 26,880  569  —  4,860  32,309 
Agricultural produce 227,791  108  16,468  10,944  255,311 
Transfer to raw material (73,068) (7,240) —  —  (80,308)
Direct agricultural selling expenses 22,642  —  —  —  22,642 
Tax recoveries (i) —  —  —  (19,423) (19,423)
Changes in net realizable value of agricultural produce after harvest (11,384) —  —  (1,495) (12,879)
Loss of idle capacity —  —  —  14,270  14,270 
Finished goods at the end of the year (Note 19) (37,225) (5,015) (15,157) (80,857) (138,254)
Exchange differences (29,259) (6,543) (7,806) (9,521) (53,129)
Cost of goods sold and services rendered 216,234  112,153  158,077  368,501  854,965 
 
(i) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values.



F- 34


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



6.    Expenses by nature

The statement of income is presented under the function of expense method. Under this method, expenses are classified according to their function as “cost of goods sold and services rendered," “general and administrative expenses” and “selling expenses”.
 
The following table provides the additional disclosure required on the nature of expenses and their relationship to the function within the Group:
 
Expenses by nature for the year ended December 31, 2023:
  Cost of production of manufactured products (Note 5) General and
Administrative
Expenses
Selling
Expenses
Total
  Crops Rice Dairy Sugar,
Ethanol and
Energy
Total
Salaries, social security expenses and employee benefits 2,549  10,541  7,733  47,050  67,873  30,581  8,899  107,353 
Raw materials and consumables 293  818  19,361  7,878  28,350  —  —  28,350 
Depreciation and amortization 3,087  4,514  3,153  131,536  142,290  14,632  1,166  158,088 
Depreciation of right of use assets —  32  350  9,402  9,784  7,837  208  17,829 
Fuel, lubricants and others 139  665  1,338  37,707  39,849  572  251  40,672 
Maintenance and repairs 724  2,550  1,490  32,594  37,358  1,377  583  39,318 
Freights 80  5,662  1,921  106  7,769  —  57,629  65,398 
Export taxes / selling taxes —  —  —  —  —  —  29,910  29,910 
Export expenses —  —  —  —  —  —  11,550  11,550 
Contractors and services 2,013  2,705  214  11,313  16,245  —  —  16,245 
Energy transmission —  —  —  —  —  —  2,621  2,621 
Energy power 817  2,291  1,693  776  5,577  342  66  5,985 
Professional fees 38  71  69  1,105  1,283  8,553  1,725  11,561 
Other taxes 12  160  102  4,232  4,506  582  23  5,111 
Contingencies —  —  —  —  —  988  —  988 
Lease expense and similar arrangements 127  523  145  —  795  975  567  2,337 
Third parties raw materials 3,838  35,289  47,336  31,969  118,432  —  —  118,432 
Tax recoveries —  —  —  (74) (74) —  —  (74)
Others 552  1,396  1,498  6,091  9,537  3,881  13,894  27,312 
Subtotal 14,269  67,217  86,403  321,685  489,574  70,320  129,092  688,986 
Own agricultural produce consumed 32,817  56,412  34,938  226,868  351,035  —  —  351,035 
Total 47,086  123,629  121,341  548,553  840,609  70,320  129,092  1,040,021 
 


F- 35


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

6.    Expenses by nature (continued)

Expenses by nature for the year ended December 31, 2022:
  Cost of production of manufactured products (Note 5) General and
Administrative
Expenses
Selling
Expenses
Total
  Crops Rice Dairy Sugar,
Ethanol and
Energy
Total
Salaries, social security expenses and employee benefits 4,216  12,362  11,627  35,890  64,095  39,347  9,472  112,914 
Raw materials and consumables 367  367  29,317  14,094  44,145  —  —  44,145 
Depreciation and amortization 4,463  3,814  4,007  123,960  136,244  18,109  1,408  155,761 
Depreciation of right of use assets —  115  971  7,475  8,561  7,702  99  16,362 
Fuel, lubricants and others 239  249  1,886  38,813  41,187  712  340  42,239 
Maintenance and repairs 1,264  3,320  1,856  22,674  29,114  1,718  741  31,573 
Freights 519  9,319  2,862  75  12,775  —  57,913  70,688 
Export taxes / selling taxes —  —  —  —  —  —  39,202  39,202 
Export expenses —  —  —  —  —  —  17,963  17,963 
Contractors and services 2,218  720  569  7,044  10,551  —  —  10,551 
Energy transmission —  —  —  —  —  —  3,053  3,053 
Energy power 1,577  3,172  3,189  733  8,671  373  89  9,133 
Professional fees 59  86  110  837  1,092  8,337  802  10,231 
Other taxes 25  117  110  2,775  3,027  852  63  3,942 
Contingencies —  —  —  —  —  568  —  568 
Lease expense and similar arrangements 178  682  197  —  1,057  1,153  271  2,481 
Third parties raw materials 8,270  23,934  75,674  13,693  121,571  —  —  121,571 
Tax recoveries —  —  —  (556) (556) —  —  (556)
Others 1,335  2,736  1,269  4,322  9,662  5,416  12,099  27,177 
Subtotal 24,730  60,993  133,644  271,829  491,196  84,287  143,515  718,998 
Own agricultural produce consumed 43,780  104,337  47,079  183,507  378,703  —  —  378,703 
Total 68,510  165,330  180,723  455,336  869,899  84,287  143,515  1,097,701 

 


F- 36


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

6.    Expenses by nature (continued)

Expenses by nature for the year ended December 31, 2021:

  Cost of production of manufactured products (Note 5)      
  Crops Rice Dairy Sugar,
Ethanol and
Energy
Total General and
Administrative
Expenses
Selling
Expenses
Total
Salaries, social security expenses and employee benefits 3,651  6,841  9,268  27,072  46,832  30,727  7,221  84,780 
Raw materials and consumables 578  373  24,755  13,036  38,742  —  —  38,742 
Depreciation and amortization 3,930  2,692  3,590  108,709  118,921  14,280  1,304  134,505 
Depreciation right-of-use and other leases —  102  602  5,700  6,404  7,173  49  13,626 
Fuel, lubricants and others 336  89  1,730  24,747  26,902  854  279  28,035 
Maintenance and repairs 1,341  1,851  1,779  16,797  21,768  1,956  800  24,524 
Freights 644  8,154  2,377  607  11,782  —  38,970  50,752 
Export taxes / selling taxes —  —  —  —  —  —  43,509  43,509 
Export expenses —  —  —  —  —  —  11,745  11,745 
Contractors and services 2,587  235  260  6,758  9,840  —  —  9,840 
Energy transmission —  —  —  —  —  —  2,347  2,347 
Energy power 1,276  1,501  2,544  839  6,160  335  85  6,580 
Professional fees 78  84  140  692  994  7,600  815  9,409 
Other taxes 23  92  118  3,049  3,282  582  62  3,926 
Contingencies —  —  —  —  —  855  —  855 
Lease expense and similar arrangements 162  319  257  —  738  1,863  251  2,852 
Third parties raw materials 2,804  2,852  62,737  15,240  83,633  —  —  83,633 
Tax recoveries —  —  —  (1,546) (1,546) —  —  (1,546)
Others 962  5,273  2,166  2,636  11,037  3,569  10,225  24,831 
Subtotal 18,372  30,458  112,323  224,336  385,489  69,794  117,662  572,945 
Own agricultural produce consumed 41,218  93,846  45,760  191,072  371,896  —  —  371,896 
Total 59,590  124,304  158,083  415,408  757,385  69,794  117,662  944,841 


7.    Salaries and social security expenses
  2023 2022 2021
Wages and salaries (i) 127,113  132,010  101,818 
Social security costs 41,404  36,932  30,296 
Equity-settled share-based compensation 8,581  10,227  6,406 
  177,098  179,169  138,520 
(i)Includes US$35,007, US$30,014 and US$25,105, capitalized in Property, Plant and Equipment for the years 2023, 2022 and 2021, respectively.



F- 37


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



8.    Other operating income / (expense), net
  2023 2022 2021
Gain / (loss) from commodity derivative financial instrument 6,913  (6,842) (15,990)
Gain / (loss) from disposal of other property items 4,747  3,718  (387)
Net gain / (loss) from fair value adjustment of investment property 10,620  (2,961) (4,331)
Gain from disposal of farmland and other assets (Note 21) 6,334  —  — 
Others (3,024) 7,955  1,940 
  25,590  1,870  (18,768)
 
9.    Financial results, net
  2023 2022 2021
Finance income:      
- Interest income 7,134  5,781  4,081 
 - Foreign exchange gains, net 90,930  19,278  18,939 
- Gain from interest rate/foreign exchange rate derivative financial instruments 3,501  —  512 
 - Other income 55,535  249  13,138 
Finance income 157,100  25,308  36,670 
Finance costs:      
- Interest expense (31,906) (50,037) (62,536)
- Finance cost related to lease liabilities (40,203) (31,113) (16,502)
- Cash flow hedge – transfer from equity (Note 2) (36,863) (40,195) (52,650)
- Taxes (5,473) (4,862) (7,073)
- Loss from interest rate/foreign exchange rate derivative financial instruments —  (2,384) — 
- Borrowings prepayment related expenses (Brazilian subsidiaries) —  —  (3,068)
 -Finance discount —  —  (3,741)
- Other expenses (7,642) (9,009) (6,111)
Finance costs (122,087) (137,600) (151,681)
Other financial results - Net gain / (loss) of inflation effects on monetary items 28,816  (2,144) 11,541 
Total financial results, net 63,829  (114,436) (103,470)


10.    Taxation

Adecoagro is subject to the applicable general tax regulations in Luxembourg.
 
The Group’s income tax has been calculated on the estimated assessable taxable results for the year at the rates prevailing in the respective foreign tax jurisdictions. The subsidiaries of the Group are required to calculate their income taxes on a separate basis according to the rules and regulations of the jurisdictions where they operate. Therefore, the Group is not legally permitted to compensate subsidiaries’ losses against subsidiaries’ income. The details of the provision for the Group’s consolidated income tax are as follows:
  2023 2022 2021
Current income tax 4,570  (4,655) (4,338)
Deferred income tax (83,243) (22,103) (39,499)
Income tax expense (78,673) (26,758) (43,837)
 


F- 38


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

10.    Taxation (continued)

The statutory tax rate in the countries where the Group operates for all of the years presented are:
 
Tax Jurisdiction Income Tax Rate
Argentina (i) 35  %
Brazil 34  %
Uruguay 25  %
Spain 25  %
Luxembourg 24.94  %
Chile 27  %
 
(i) In June 2021, the Argentine Government introduced changes to the income tax laws whereby it established an increasing rate scheme starting at 25% up to 35% for income tax gains over Argentine Pesos 143 million (US$ 0.2 million). The revised scheme was effective as from fiscal year 2021. It also established a 7% withholding tax for dividends.

Deferred tax assets and liabilities of the Group as of December 31, 2023 and 2022, without taking into consideration the offsetting of balances within the same tax jurisdiction, will be recovered or settled as follows:

  2023 2022
Deferred income tax asset to be recovered after more than 12 months 36,028  127,878 
Deferred income tax asset to be recovered within 12 months 43,337  17,862 
Deferred income tax assets 79,365  145,740 
Deferred income tax liability to be settled after more than 12 months (427,360) (371,047)
Deferred income tax liability to be settled within 12 months (18,559) (67,349)
Deferred income tax liability (445,919) (438,396)
Deferred income tax liability, net (366,554) (292,656)
 
The gross movement on the deferred income tax account is as follows:

  2023 2022
Beginning of year (292,656) (255,527)
Exchange differences 69,707  (30,187)
Changes of fair value valuation for farmlands (62,988) 25,307 
Acquisition of subsidiary (Note 21) —  (1,562)
Disposal of farmland 10,492  — 
Others 632  (1,247)
Tax credit relating to cash flow hedge (i) (8,498) (7,337)
Income tax expense (83,243) (22,103)
End of year (366,554) (292,656)
 
(i) Relates to the gain or loss before income tax of cash flow hedge recognized in other comprehensive income amounting to US$7,319 for the year ended December 31, 2023 (2022: US$15,621; 2021: US$46,145); net of the reclassification from Equity to the Income Statement of US$ 49,737 for the year ended December 31, 2023 (2022: US$ 40,388; 2021: US$26,031).
 




F- 39


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

10.    Taxation (continued)

The movement in the deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Deferred income tax
liabilities
Property,
plant and
equipment
Investment property Biological
assets
Others Total
At January 1, 2022 355,158  9,881  11,259  8,757  385,055 
Charged / (credited) to the statement of income 20,354  (2,181) 18,105  232  36,510 
Farmlands revaluation (25,307) —  —  —  (25,307)
Acquisition of subsidiary 1,562  —  —  —  1,562 
Exchange differences 37,379  1,279  1,097  821  40,576 
At December 31, 2022 389,146  8,979  30,461  9,810  438,396 
Charged / (credited) to the statement of income 18,229  9,760  (2,984) 12,460  37,465 
Farmlands revaluation 62,988  —  —  —  62,988 
Acquisition of subsidiaries (10,492) —  —  —  (10,492)
Exchange differences (75,928) (2,851) (4,097) 438  (82,438)
At December 31, 2023 383,943  15,888  23,380  22,708  445,919 
 
Deferred income tax
assets
Provisions Tax loss
carry
forwards
Equity-settled
share-based
compensation
Borrowings Biological
assets
Others Total
At January 1, 2022 9,279  81,557  4,822  34,797  66  (993) 129,528 
(Credited) / charged to the statement of income (3,900) 29,087  —  (11,115) (66) 401  14,407 
Tax charge relating to cash flow hedge —  (7,337) —  —  —  —  (7,337)
Exchange differences 1,243  6,888  —  2,250  —  10,389 
Others —  —  (1,247) —  —  —  (1,247)
At December 31, 2022 6,622  110,195  3,575  25,932  —  (584) 145,740 
Charged / (credited) to the statement of income 1,064  (29,585) —  (26,696) 3,242  6,197  (45,778)
Tax charge relating to cash flow hedge —  (8,498) —  —  —  —  (8,498)
Exchange differences 3,752  (15,011) —  1,137  (3,242) 633  (12,731)
Others —  —  440  —  —  192  632 
At December 31, 2023 11,438  57,101  4,015  373  —  6,438  79,365 
 
Tax loss carry forwards in Argentina and Uruguay generally expire within 5 years. Tax loss carry forwards in Brazil and Luxembourg do not expire. However, in Brazil, the taxable profit for each year can only be reduced by tax loss carry forward up to a maximum of 30%.
 
In order to fully realize the deferred tax asset, the Group will need to generate future taxable income in the countries where the tax loss carry forward were incurred. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible
.
 




F- 40


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

10.    Taxation (continued)

As of December 31, 2023, the Group’s tax loss carry forwards and their corresponding jurisdictions are as follows:

Jurisdiction Tax loss carry forward Expiration period
Argentina (1) 22,158  5 years
Brazil 135,479  No expiration date.
Uruguay 5,173  5 years
Luxembourg 16,866  No expiration date.
 
(1) As of December 31, 2023, the aging of the determination tax loss carry forward in Argentina is as follows:
Year of generation Amount
2019 426 
2020 768 
2021 16 
2022 18,856 
2023 2,092 

The tax on the Group’s profit before income tax differs from the theoretical amount that would arise using the tax rates applicable to profits in the respective countries as follows:
 
  2023 2022 2021
Tax calculated at the tax rates applicable to profits in the respective countries (103,860) (43,827) (54,291)
Non-deductible items (1,616) (1,921) (3,459)
Effect of the changes in the statutory income tax rate in Argentina 1,280  (2,237) (31,962)
Unused tax losses —  —  482 
Tax losses where no deferred tax asset was recognized (706) (107) — 
Non-taxable income 19,994  16,879  13,604 
Previously unrecognized tax losses now recouped to reduce tax expenses (1)
38,646  19,419  38,121 
Effect of IAS 29 and tax adjustment per inflation in Argentina (29,526) (18,195) (6,402)
Others (2,885) 3,231  70 
Income tax expense (78,673) (26,758) (43,837)
 
(1) 2023 includes 37,151 of adjustment by inflation of tax loss carryforwards in Argentina (16,044 in 2022).

Tax Inflation Adjustment in Argentina

Laws 27,430, 27,468 and 27,541 introduced several amendments to the income tax inflation adjustments provided by the Income Tax Law. According to these provisions, and effective as from fiscal years beginning on or after January 1, 2018, the inflation adjustment procedure set out in Title VI of the Income Tax Law shall be applicable in fiscal years in which the variation of IPC price index, accumulated in the 36 months immediately preceding the end of the relevant fiscal year, is higher than 100%. As from its effectiveness, this procedure is applicable because the variation of the IPC reached the prescribed limits.

However, Section 39 of Law No. 24,073 suspended the application of the provisions of Title VI of the Income Tax Law relating to the income tax inflation adjustment since April 1, 1992 to certain items, such as, fixed assets, inventory, and tax loss carryforwards, among others.

After the economic crisis of 2002, many taxpayers began to question the legality of the provisions suspending the income tax inflation adjustment. Also, the Argentine Supreme Court of Justice issued its verdict in the "Candy" case July 3,


F- 41


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

10.    Taxation (continued)

2009 in which it stated that particularly for fiscal year 2002 and considering the serious state of disturbance of that year, the taxpayer could demonstrate that not applying the income tax inflation adjustment resulted in confiscatory income tax rates.

More recently, the Argentine Supreme Court of Justice applied a similar criterion to the 2010, 2011, 2012 and 2014 fiscal years in the cases brought by “Distribuidora Gas del Centro” (10/14/14, 06/02/15, 10/04/16 and 06/25/19), among others, enabling the application of income tax inflation adjustment for periods not affected by a severe economic crisis such as 2002.

The Company believes that the lack of application of the income tax inflation adjustment is confiscatory. Accordingly, based on the precedents and the opinion of external and internal tax advisors, the Company has adjusted all items for inflation including those suspended by Section 39 of Law 24,073 as described above. The net effect of the inflation adjustment resulted in a deferred tax asset of US$121.9 million as of December 31, 2023, of which US$ 104,172 has already been applied.

The application of local tax laws require interpretation, and accordingly involves the application of judgement and is open to challenge by the relevant tax authorities. This gives rise to a level of uncertainty. Provisions for uncertain tax positions are established in accordance with IFRIC 23 based on an assessment of the range of likely tax outcomes in open years and reflecting the strength of technical arguments. Amounts are provided for individual tax uncertainties based on management’s assessment of whether the most likely amount or an expected amount based on a probability weighted methodology is the more appropriate predicter of amounts that the Company is ultimately expected to settle. When making this assessment, the Company utilizes specialist in-house tax knowledge and experience and takes into consideration specialist tax advice from third party advisers on specific items. The Company has not provided any amount in this case based on its belief that it has solid arguments to support its position.

OECD Pillar Two model rules

The Group is within the scope of the OECD (Organization for Economic Cooperation and Development) Pillar Two model rules (the Global Anti-base Erosion rules or GloBE). Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which the company is incorporated, and came into effect from January 2024. Since the Pillar Two legislation was not effective at the reporting date, the group has no related current tax exposure. The group applies the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

Under Pillar Two, the Group is liable to pay a top-up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate. All jurisdictions within the group have an effective tax rate that exceeds 15%, except for Uruguay. Although Uruguay may have a rate below 15%, we estimate that the impact would not be significant.

Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable. Therefore, even for those jurisdictions with an accounting effective tax rate above 15%, there might still be Pillar Two tax implications. The group is currently engaged with tax specialists to assist it with applying the legislation.



F- 42


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



11.    Earnings per share

(a) Basic
 
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group by the weighted average number of shares in issue during the period excluding ordinary shares held as treasury shares (Note 23).

  2023 2022 2021
Profit from operations attributable to equity holders of the Group 226,291  108,138  130,669 
Weighted average number of shares in issue (thousands) 107,092  110,079  115,148 
Basic earnings per share 2.113  0.982  1.135 
 
(b) Diluted
 
Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group has two categories of dilutive potential shares: equity-settled share options and restricted units. For these instruments, a calculation is done to determine the number of shares that could have been acquired at fair value, based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the equity-settled share options. During 2023, the share options outstanding average were 401 thousands (2022: 361 thousands; 2021: 466 thousands) share options outstanding.

  2023 2022 2021
Profit from operations attributable to equity holders of the Group 226,291  108,138  130,669 
Weighted average number of shares in issue (thousands) 107,092  110,079  115,148 
Adjustments for:
- Employee share options and restricted units (thousands) 401  361  466 
Weighted average number of shares for diluted earnings per share (thousands) 107,493  110,440  115,614 
Diluted earnings per share 2.105  0.979  1.130 


F- 43


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



12.    Property, plant and equipment, net
 
Changes in the Group’s property, plant and equipment, net in 2023 and 2022 were as follows:
 
  Farmlands Farmland
improvements
Buildings and  
facilities
Machinery,  
equipment,  
furniture and
fittings
Bearer plants Others Work in  
progress
Total
At January 1, 2022                
Fair value for farmlands / Cost 711,261  42,438  435,193  803,193  730,762  48,412  81,368  2,852,627 
Accumulated depreciation —  (25,859) (227,514) (720,010) (435,780) (20,841) —  (1,430,004)
Net book amount 711,261  16,579  207,679  83,183  294,982  27,571  81,368  1,422,623 
At December 31, 2022              
Opening net book amount 711,261  16,579  207,679  83,183  294,982  27,571  81,368  1,422,623 
Exchange differences 88,546  1,518  16,237  19,580  15,447  1,389  9,149  151,866 
Additions —  —  13,489  62,637  112,614  3,318  41,960  234,018 
Revaluation surplus (72,216) —  —  —  —  —  —  (72,216)
Acquisition of subsidiaries —  —  21,331  —  —  —  —  21,331 
Transfers —  2,192  41,167  10,198  —  (169) (53,388) — 
Disposals —  —  (953) (2,278) —  (103) —  (3,334)
Reclassification to non-income tax credits (*) —  —  —  (158) —  —  —  (158)
Depreciation —  (3,547) (30,570) (81,950) (70,316) (2,392) —  (188,775)
Closing net book amount 727,591  16,742  268,380  91,212  352,727  29,614  79,089  1,565,355 

  Farmlands Farmland
improvements
Buildings and
facilities
Machinery,
equipment,
furniture and
fittings
Bearer plants Others Work in
progress
Total
At December 31, 2022                
Fair value for farmlands / Cost 727,591  46,148  526,464  893,172  858,823  52,846  79,089  3,184,133 
Accumulated depreciation —  (29,406) (258,084) (801,960) (506,096) (23,232) —  (1,618,778)
Net book amount 727,591  16,742  268,380  91,212  352,727  29,614  79,089  1,565,355 
Year ended December 31, 2023              
Opening net book amount 727,591  16,742  268,380  91,212  352,727  29,614  79,089  1,565,355 
Exchange differences (197,377) (4,029) (43,653) 97,152  (46,372) (21,835) (21,863) (237,977)
Additions —  —  15,165  71,100  144,777  2,635  29,252  262,929 
Revaluation surplus 188,879  —  —  —  —  —  —  188,879 
Transfers (33) 1,307  33,405  22,032  8,939  17  (65,667) — 
Disposals (24,858) —  (3,404) (2,745) —  (33) —  (31,040)
Reclassification to non-income tax credits (*) —  —  —  (293) —  —  —  (293)
Depreciation —  (2,375) (28,737) (81,463) (84,229) (1,484) —  (198,288)
Closing net book amount 694,202  11,645  241,156  196,995  375,842  8,914  20,811  1,549,565 
At December 31, 2023              
Fair value for farmlands / Cost 694,202  43,426  527,977  1,080,418  966,167  33,630  20,811  3,366,631 
Accumulated depreciation —  (31,781) (286,821) (883,423) (590,325) (24,716) —  (1,817,066)
Net book amount 694,202  11,645  241,156  196,995  375,842  8,914  20,811  1,549,565 
 

(*) Brazilian federal tax law allows entities to take a percentage of the total cost of the assets purchased as a tax credit. As of December 31, 2023 and 2022, ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) tax credits were reclassified to trade and other receivables.
 


F- 44


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

12.    Property, plant and equipment, net (continued)

Depreciation is calculated using the straight-line method to allocate their cost over the estimated useful lives. Farmlands are not depreciated.
 
Farmland improvements
5-25
Buildings and facilities
20
Furniture and fittings
10
Computer equipment
3-5
Machinery and equipment
4-10
Vehicles
4-5
Bearer plants
6 - based on productivity
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. Farmlands are measured at fair value using a sales comparison approach. prepared by an independent expert. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant assumption being the price per hectare (Level 3). The Group estimated that, other factors being constant, a 10% reduction on the sales price for the year ended December 31, 2023 would have reduced the value of the farmlands on US$69.4 million (2022: US$72.8 million), which would impact, net of its tax effect on the "Revaluation surplus" item in the statement of Changes in Shareholders' Equity. Should farmlands be carried at historical cost, the net book value as of December 31, 2023 would have been US$197.5 million.

Depreciation charges are included in “Cost of production of Biological Assets," “Cost of production of manufactured products,”“General and administrative expenses,”“Selling expenses” and capitalized in “Property, plant and equipment” for the years ended December 31, 2023, 2022 and 2021.
 
During the year ended December 31, 2023, borrowing costs of US$4.2 million (2022:US$3.3 million) were capitalized as components of the cost of acquisition or construction for qualifying assets.
 
Certain of the Group’s assets have been pledged as collateral to secure the Group’s borrowings and other payables. The net book value of the pledged assets amounts to US$ 217.8 million as of December 31, 2023 (2022: US$345.3 million).




F- 45


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



13.    Right of use assets, net

    Changes in the Group’s right of use assets, net in 2023 and 2022 were as follows:
Agricultural partnerships (*) Others Total
At January 1, 2022
Opening net book amount 235,971  24,805  260,776 
Exchange differences 13,223  1,593  14,816 
Additions and re-measurements 140,724  7,204  147,928 
Depreciation (56,356) (6,983) (63,339)
Closing net book amount 333,562  26,619  360,181 
At December 31, 2023
Opening net book amount 333,562  26,619  360,181 
Exchange differences 19,095  1,074  20,169 
Additions and re-measurements 95,386  5,062  100,448 
Depreciation (63,195) (10,890) (74,085)
Closing net book amount 384,848  21,865  406,713 

    (*) Agricultural partnership has an average term of 6 years.

Depreciation charges are included in “Cost of production of Biological Assets,”“Cost of production of manufactured products,”“General and administrative expenses,”“Selling expenses” and capitalized in “Property, plant and equipment” for the year ended December 31, 2023, 2022 and 2021.

14.    Investment property
 
Changes in the Group’s investment property in 2023 and 2022 were as follows:
 
  2023 2022
Beginning of the year 33,330  32,132 
Net gain/(loss) from fair value adjustment (Note 8) 10,620  (2,961)
Exchange difference (10,586) 4,159 
End of the year 33,364  33,330 
Fair value 33,364  33,330 
Net book amount 33,364  33,330 
 
Investment properties are measured at fair value using a sales comparison approach prepared by an independent expert. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant assumption being the price per hectare (Level 3). The increase/decrease in the fair value of investment property is recognized in the Statement of income under the line item “Other operating income, net”. The Group estimated that, other factors being constant, a 10% reduction on the sales price for the period ended December 31, 2023 and 2022 would have caused a reduction of US$3.3 million and US$3.3 million respectively in the value of the investment properties, which would impact the line item “Net gain from fair value adjustment”.



F- 46


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



15.    Intangible assets, net
 
Changes in the Group’s intangible assets, net in 2023 and 2022 were as follows:
  Goodwill Software Trademarks Others Total
At January 1, 2022        
Cost 16,626  14,217  10,525  510  41,878 
Accumulated amortization —  (7,732) (2,334) (475) (10,541)
Net book amount 16,626  6,485  8,191  35  31,337 
Year ended December 31, 2022      
Opening net book amount 16,626  6,485  8,191  35  31,337 
Exchange differences 1,918  732  900  3,551 
Additions —  2,306  423  768  3,497 
Amortization charge (i) —  (1,781) (413) (71) (2,265)
Closing net book amount 18,544  7,742  9,101  733  36,120 
At December 31, 2021      
Cost 18,544  17,255  11,848  1,279  48,926 
Accumulated amortization —  (9,513) (2,747) (546) (12,806)
Net book amount 18,544  7,742  9,101  733  36,120 
Year ended December 31, 2023      
Opening net book amount 18,544  7,742  9,101  733  36,120 
Exchange differences (4,235) (1,631) (2,354) 58  (8,162)
Additions —  1,284  —  1,291 
Amortization charge (i) —  (1,353) (316) (61) (1,730)
Closing net book amount 14,309  6,042  6,431  737  27,519 
At December 31, 2023      
Cost 14,309  16,908  9,494  1,344  42,055 
Accumulated amortization —  (10,866) (3,063) (607) (14,536)
Net book amount 14,309  6,042  6,431  737  27,519 
 
(i)Amortization charges are included in “General and administrative expenses” and “Selling expenses” for the years ended December 31, 2023 and 2022, respectively. There were no impairment charges for any of the years presented (see Note 32 (a)).

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

F- 47

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



16.    Biological assets

Changes in the Group’s biological assets in 2023 and 2022 were as follows:
  2023
  Crops
(ii)
Rice
(ii)
Dairy Sugarcane
(ii)
Total
Beginning of the year 72,843  54,125  30,045  109,431  266,444 
Increase due to purchases 369  142  —  —  511 
Initial recognition and changes in fair value of biological assets (i) (10,327) (4,301) 8,050  94,436  87,858 
Decrease due to harvest / disposals (116,007) (58,110) (57,262) (245,325) (476,704)
Costs incurred during the year 130,965  57,990  51,901  146,592  387,448 
Exchange differences (22,298) (17,003) (9,543) 11,324  (37,520)
End of the year 55,545  32,843  23,191  116,458  228,037 

  2022
  Crops
(ii)
Rice
(ii)
Dairy Sugarcane
(ii)
Total
Beginning of the year 60,615  44,257  18,979  71,327  195,178 
Increase due to purchases 3,028  704  —  —  3,732 
Acquisition of subsidiary —  1,676  —  —  1,676 
Initial recognition and changes in fair value of biological assets (i) 64,061  16,557  27,257  108,066  215,941 
Decrease due to harvest / disposals (245,660) (81,424) (79,474) (202,298) (608,856)
Costs incurred during the year 181,163  68,432  60,826  128,308  438,729 
Exchange differences 9,636  3,923  2,457  4,028  20,044 
End of the year 72,843  54,125  30,045  109,431  266,444 
 
(i) Biological asset with a production cycle of more than one year (that is dairy and cattle) generated “Initial recognition and changes in fair value of biological assets” amounting to US$15,795 for the year ended December 31, 2023 (2022: US$26,978). In 2023, an amount of US$3,999 (2022: US$4,653) was attributable to price changes, and an amount of US$11,796 (2022: US$22,325) was attributable to physical changes.
(ii) Biological assets that are measured at fair value within level 3 of the hierarchy.

 


F- 48


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)

Cost of production for the year ended December 31, 2023:

Crops Rice Dairy Sugar,
Ethanol and
Energy
Total
Salaries, social security expenses and employee benefits 3,572  10,333  7,280  13,553  34,738 
Depreciation and amortization —  —  —  5,192  5,192 
Depreciation of right of use assets —  —  —  56,256  56,256 
Fertilizers, agrochemicals and seeds 63,742  17,333  —  49,125  130,200 
Fuel, lubricants and others 860  979  903  3,924  6,666 
Maintenance and repairs 1,958  6,351  3,175  3,494  14,978 
Freights 1,534  473  109  —  2,116 
Contractors and services 30,694  17,447  —  10,731  58,872 
Feeding expenses 1,578  189  23,711  —  25,478 
Veterinary expenses 126  65  2,334  —  2,525 
Energy power 29  1,847  1,339  —  3,215 
Professional fees 282  287  219  393  1,181 
Other taxes 480  142  148  52  822 
Lease expense and similar arrangements 24,536  1,547  —  2,100  28,183 
Others 867  925  487  1,772  4,051 
Subtotal 130,258  57,918  39,705  146,592  374,473 
Own agricultural produce consumed 707  72  12,196  —  12,975 
Total 130,965  57,990  51,901  146,592  387,448 
 


F- 49


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)

Cost of production for the year ended December 31, 2022:

Crops Rice Dairy Sugar,
Ethanol and
Energy
Total
Salaries, social security expenses and employee benefits 5,534  11,319  7,592  11,795  36,240 
Depreciation and amortization —  —  —  5,024  5,024 
Depreciation of right of use assets —  —  —  42,166  42,166 
Fertilizers, agrochemicals and seeds 68,971  17,220  —  46,020  132,211 
Fuel, lubricants and others 1,078  1,468  1,419  4,636  8,601 
Maintenance and repairs 1,913  6,693  3,979  3,172  15,757 
Freights 4,245  609  202  —  5,056 
Contractors and services 49,533  22,321  —  8,620  80,474 
Feeding expenses 271  101  24,940  —  25,312 
Veterinary expenses 217  84  3,715  —  4,016 
Energy power 47  5,447  1,286  —  6,780 
Professional fees 552  404  309  489  1,754 
Other taxes 1,273  249  14  128  1,664 
Lease expense and similar arrangements 45,794  968  —  4,978  51,740 
Others 925  1,394  386  1,280  3,985 
Subtotal 180,353  68,277  43,842  128,308  420,780 
Own agricultural produce consumed 810  155  16,984  —  17,949 
Total 181,163  68,432  60,826  128,308  438,729 
 
Biological assets in December 31, 2023 and 2022 were as follows:
  2023 2022
Non-current    
Cattle for dairy production (i) 23,191  29,483 
Breeding cattle (ii) 371  821 
Other cattle (ii) 144  318 
  23,706  30,622 
Current    
Breeding cattle (iii) 6,037  7,075 
Other cattle (iii) —  562 
Sown land – crops (ii) 49,813  66,002 
Sown land – rice (ii) 32,023  52,752 
Sown land – sugarcane (ii) (iv) 116,458  109,431 
  204,331  235,822 
Total biological assets 228,037  266,444 
 
(i)Classified as bearer and mature biological assets.
(ii)Classified as consumable and immature biological assets.
(iii)Classified as consumable and mature biological assets.
(iv)It includes 3,833 and 4,849 of crops planted in sugarcane farms.



F- 50


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)

The fair value less estimated point of sale costs of agricultural produce at the point of harvest amounted to US$419,442 for the year ended December 31, 2023 (2022: US$522,894).
 
The following table presents the Group’s biological assets that are measured at fair value at December 31, 2023 and 2022 (See Note 17 for a the description of each fair value level):

  2023 2022
  Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cattle for dairy production —  23,191  —  23,191  —  29,483  —  29,483 
Breeding cattle 6,408  —  —  6,408  7,896  —  —  7,896 
Other cattle —  144  —  144  —  880  —  880 
Sown land – sugarcane —  —  116,458  116,458  —  —  109,431  109,431 
Sown land – crops —  —  49,813  49,813  —  —  66,002  66,002 
Sown land – rice —  —  32,023  32,023  —  —  52,752  52,752 

There were no transfers between any levels during the year.
 
The following significant unobservable inputs were used to measure the Group’s biological assets using the discounted cash flow valuation technique:

Description Unobservable
inputs
Range of unobservable inputs Relationship of unobservable
inputs to fair value
    2023 2022  
Sown land – sugarcane Sugarcane yield – tonnes per hectare; Sugarcane TRS (kg of sugar per ton of cane) Production Costs – US$ per hectare. (Include maintenance, harvest and leasing costs)
 
'-Sugarcane yield: 50-100 tonnes/ha -Sugarcane TRS: 120-140 kg of sugar/tonnes of cane -Maintenance costs: 550-850 US$/ha -Harvest costs: 7.0-13.0 US$/tonnes of cane -Leasing costs: 12.0-14.4 tonnes/ha-Discount rate: 14.44% in Brazilian real.
'-Sugarcane yield: 50-100 tonnes/ha - Sugarcane TRS: 120-140kg of sugar/tonnes of cane - Maintenance costs: 500-800 US$/ha - Harvest costs: 6.0-12.0 US$/ tonnes of cane - Leasing costs: 12.0-14.4 tonnes/ha-Discount rate: 16.49% in Brazilian real.
The higher the sugarcane yield, the higher the fair value. The higher the maintenance, harvest and leasing costs per hectare, the lower the fair value. The higher the TRS of sugarcane, the higher the fair value.
 
Sown land – crops Crops yield – tonnes per hectare; Commercial Costs – US$ per hectare;
Production Costs – US$ per hectare.
 
'- Crops yield: 0.37 – 4.6 tonnes/ha for Wheat, 3.6 – 11 tonnes/ha for Corn, 0.9 - 3.7 tonnes/ha for Soybean, 0.8 - 2.2 for Sunflower and 2.4 - 3.6 tonnes/ha for Peanut - Commercial Costs: 14-39 US$/tonnes for Wheat, 16-65 US$/tonnes for Corn, 21-48 US$/tonnes for Soybean, 22-65 US$/tonnes for Sunflower and 25-56 US$/ha for Peanut - Production Costs: 143-823 US$/ha for Wheat, 231-1318 US$/ha for Corn, 193-776 US$/ha for Soybean, 215-1000 US$/ha for Sunflower and 861-1866 US$/ha for Peanut-Discount rate: 6% in US$.
'- Crops yield: 1.00 – 5.6 tonnes/ha for Wheat, 1.6 – 13  tonnes/ha for Corn, 0.4 - 5.0 tonnes/ha for Soybean, 0.9-2.2 for Sunflower and 1.8 - 5.1 tonnes/ha for Peanut
- Commercial Costs: 13-45 US$/ha for Wheat, 16-65 US$/ha for Corn, 21-65 US$/ha for Soybean, 17-36 US$/ha for Sunflower and 28.0 - 46.0 US$/ha for Peanut
- Production Costs: 200-840 US$/ha for Wheat, 325-1500 US$/ha for Corn, 260-1100 US$/ha for Soybean, 280-890 US$/ha for Sunflower and 756.0 - 2,000.0 US$/ha for Peanut-Discount rate: 6% in US$.
The higher the crops yield, the higher the fair value. The higher the commercial and direct costs per hectare, the lower the fair value.
 
Sown land – rice Rice yield – tonnes per hectare;
Commercial Costs – US$ per hectare;
Production Costs – US$ per hectare.
'-Rice yield: 4.7 -6.4 tonnes/ha -Commercial Costs: 2-5 US$/ha -Production Costs: 1033-3121 US$/ha-Discount rate: 6% in US$.
'-Rice yield: 1.4 -9.2 tonnes/ha
-Commercial Costs: 3-23 US$/ha
-Production Costs: 760-1250 US$/ha-Discount rate: 6% in US$.
The higher the rice yield, the higher the fair value. The higher the commercial and direct costs per hectare, the lower the fair value.
 
 
As of December 31, 2023, the impact of a reasonable 10% increase / (decrease) in estimated costs, with all other variables held constant, would result in a decrease (increase) in the fair value of the Group’s biological asset less cost to sell of US$23.3 million for sugarcane, US$3.4 million for crops and US$6.5 million for rice.


F- 51


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)


As of December 31, 2022, the impact of a reasonable 10% increase / (decrease) in estimated costs, with all other variables held constant, would result in a decrease (increase) in the fair value of the Group’s biological asset less cost to sell of US$18.5 million for sugarcane, US$3.8 million for crops and US$6.0 million for rice.

 “La Niña” weather event

“La Niña” is a weather phenomenon caused by the fluctuation of the ocean temperatures in the central and eastern equatorial Pacific due to changes in the atmosphere, which affects the climate of several regions worldwide. When the temperature of the ocean decreases by 0.5°C below the five-quarter average, a so called “La Niña” weather pattern begins. This whether phenomenon is characterized by below average precipitations during spring and summertime in South America. We have experienced this weather pattern in Argentina and Uruguay, where most of our Farming operations are based, throughout the last three consecutive years and it has extended its effects during the beginning of 2023 and continue affecting production as of today, resulting in a severe drought in almost all productive regions in Argentina and Uruguay. Our diversification in terms of geographic footprint and crops planted (soybean, peanut, corn, wheat, sunflower, among others), acts as a natural hedge against weather risk, and enables us to adopt defensive strategies such as delaying planting activities and switching between crops which are either more resilient to dry weather or have a later development stage. However, and despite our ability to partially mitigate this effect, during 2023, as a consequence of the La Niña weather event, we foresee that the yields of our different crops had a reduction ranging from 18% to 60%, depending on the crop, thus significantly affecting our results of operations.

17.    Financial instruments by category

The Group classified its financial assets in the following categories:
 
(a) Financial assets at fair value through profit or loss
 
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as held for trading unless they are designated as hedges. For all years presented, the Group’s financial assets at fair value through profit or loss comprise mainly short-term investment and derivative financial instruments.
 
(b) Financial assets at amortized cost.
 
Financial assets at amortized cost, namely loans and receivables, are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables comprise “trade and other receivables” and “cash and cash equivalents” in the statement of financial position.
 
The following tables show the carrying amounts of financial assets and financial liabilities by category of financial instrument and reconciliation to the corresponding line item in the statements of financial position, as appropriate. Since the line items “Trade and other receivables, net” and “Trade and other payables” contain both financial instruments and non-financial assets or liabilities (such as other tax receivables or advance payments for services to be received in the future), the reconciliation is shown in the columns headed “Non-financial assets” and “Non-financial liabilities”.



F- 52


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

17.    Financial instruments by category (continued)

  Financial assets at amortized cost Financial assets at fair
value through
profit or loss
Subtotal
financial
assets
Non-
financial
assets
Total
December 31, 2023          
Assets as per statement of financial position          
Trade and other receivables 113,831  —  113,831  104,284  218,115 
Derivative financial instruments —  31,820  31,820  —  31,820 
Short term investment —  62,637  62,637  —  62,637 
Cash and cash equivalents 339,781  —  339,781  —  339,781 
Total 453,612  94,457  548,069  104,284  652,353 
 
  Financial
liabilities at
amortized cost
Liabilities at
fair value
through profit
or loss
Subtotal
financial
liabilities
Non-
financial
liabilities
Total
Liabilities as per statement of financial position          
Trade and other payables 163,481  1,400  164,881  26,857  191,738 
Borrowings (i) 904,949  —  904,949  —  904,949 
Leases Liabilities 378,510  —  378,510  —  378,510 
Derivative financial instruments (i) (1,510) 1,679  169  —  169 
Total 1,445,430  3,079  1,448,509  26,857  1,475,366 
  
  Financial assets at amortized cost Financial assets at fair
value through
profit or loss
Subtotal
financial
assets
Non-
financial
assets
Total
December 31, 2022          
Assets as per statement of financial position          
Trade and other receivables 108,025  —  108,025  120,353  228,378 
Derivative financial instruments —  5,342  5,342  —  5,342 
Short term investment —  98,571  98,571  —  98,571 
Cash and cash equivalents 230,653  —  230,653  —  230,653 
Total 338,678  103,913  442,591  120,353  562,944 
 


F- 53


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

17.    Financial instruments by category (continued)

  Financial
liabilities at
amortized cost
Liabilities at
fair value
through profit
or loss
Subtotal
financial
liabilities
Non-
financial
liabilities
Total
Liabilities as per statement of financial position          
Trade and other payables 214,990  —  214,990  44,617  259,607 
Borrowings (i) 1,007,752  —  1,007,752  —  1,007,752 
Leases Liabilities 337,980  —  337,980  —  337,980 
Derivative financial instruments (i) —  3,057  3,057  —  3,057 
Total 1,560,722  3,057  1,563,779  44,617  1,608,396 
 
(i) The Group formally documents and designates cash flow hedging relationships to hedge the foreign exchange rate risk of a portion of its highly probable future sales in U.S. Dollars using a portion of its borrowings denominated in U.S. Dollars, currency forwards and foreign currency floating-to-fixed interest rate swaps (See Note 2 for details).
 
Because of the short maturities of most trade accounts receivable and payable, other receivables and liabilities, and cash and cash equivalents, their carrying amounts at the closing date do not differ significantly from their respective fair values. The fair value of long-term borrowings is disclosed in Note 26.
 
Income, expense, gains and losses on financial instruments can be assigned to the following categories:

  Financial asset / liabilities at amortized cost Assets/ liabilities
at fair value
through profit or
loss
Total
December 31, 2023      
Interest income (i) 7,134  —  7,134 
Interest expense (i) (31,906) —  (31,906)
Foreign exchange gain (i) 90,930  —  90,930 
Gain from derivative financial instruments (ii) 47  10,367  10,414 
Finance cost related to lease liabilities (40,203) —  (40,203)
  Financial assets / liabilities at amortized cost Assets/ liabilities
at fair value
through profit or
loss
Total
December 31, 2022      
Interest income (i) 5,117  664  5,781 
Interest expense (i) (50,037) —  (50,037)
Foreign exchange gains (i) 19,278  —  19,278 
Loss from derivative financial instruments (ii) (4,472) (4,754) (9,226)
Finance cost related to lease liabilities (31,113) —  (31,113)
 
(i)Included in “Financial Results, net” in the consolidated statement of income.
(ii)Included in “Other operating income, net” and “Financial Results, net” in the consolidated statement of income.
 





F- 54


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

17.    Financial instruments by category (continued)

Determining fair values
 
IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All financial instruments recognized at fair value are allocated to one of the valuation hierarchy levels of IFRS 13. This valuation hierarchy provides for three levels. The allocation reflects which of the fair values derive from transactions in the market and where valuation is based on models because market transactions are lacking. The level in the fair value hierarchy is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.
 
As of December 31, 2023 and 2022, the financial instruments recognized at fair value on the statement of financial position comprise derivative financial instruments.
 
In the case of Level 1, valuation is based on unadjusted quoted prices in active markets for identical financial assets that the Group can refer to at the date of the statement of financial position. The financial instruments the Group has allocated to this level mainly comprise crop futures and options traded on the stock market.
 
Derivatives not traded on the stock market allocated to Level 2 are valued using models based on observable market data. The financial instruments the Group has allocated to this level mainly comprise interest-rate swaps and foreign-currency interest-rate swaps.
 
In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no observable market data are available. The Group does not have financial instruments allocated to this level for any of the years presented.
 
The following tables present the Group’s financial assets and financial liabilities that are measured at fair value as of December 31, 2023 and 2022 and their allocation to the fair value hierarchy:
    Level 1 Level 2 Total
Assets        
Derivative financial instruments 2023 13,819 18,001 31,820 
Short-term investment (1)
2023 62,637 —  62,637 
Derivative financial instruments 2022 134  5,208  5,342 
Short-term investment (1)
2022 98,571 —  98,571 
Liabilities        
Derivative financial instruments 2023 (68) (101) (169)
Derivative financial instruments 2022 (2,800) (257) (3,057)
(1) US-Treasury Bills with maturity from the date of acquisition longer than 90 days used as collateral for short-term borrowings. As of December, 2023, US$ 59,475 (US$ 98,571 as of December 31, 2022) of these US T-bills are used as collateral for short-term borrowings and are not available for use by other entities of the Group. See Note 26.
 
There were no transfers within level 1 and 2 during the years ended December 31, 2023 and 2022.
 
When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuation methods. The Group uses a range of valuation models for this purpose, details of which may be obtained from the following table:



F- 55


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

17.    Financial instruments by category (continued)

Class Pricing Method Parameters Pricing Model Level Total
Futures Quoted price 1 8,657
Options/OTC Quoted price 1 5,141
NDF Quoted price Foreign-exchange curve Present value method 1 (47)
Interest-rate swaps Theoretical price Money market interest-rate curve Present value method 2 17,900 
US-Treasury Bills Quoted price 1 62,637 
18.    Trade and other receivables, net

  2023 2022
Non-current    
Advances to suppliers 3,266  3,680 
Income tax credits 2,332  9,119 
Non-income tax credits (i) 24,860  18,688 
Judicial deposits 2,187  1,831 
Receivable from disposal of subsidiary (Note 21) 3,899  8,478 
Other receivables 2,516  2,762 
Non-current portion 39,060  44,558 
Current    
Trade receivables 90,526  81,707 
Less: Allowance for trade receivables (2,888) (4,266)
Trade receivables – net 87,638  77,441 
Prepaid expenses 6,953  6,875 
Advances to suppliers 42,808  42,966 
Income tax credits 1,253  1,089 
Non-income tax credits (i) 22,812  37,936 
Receivable from disposal of subsidiary (Note 21) 3,971  4,664 
Cash collateral 11  1,365 
Other receivables 13,609  11,484 
Subtotal 91,417  106,379 
Current portion 179,055  183,820 
Total trade and other receivables, net 218,115  228,378 
 
(i) Includes US$293 (2022: US$158) reclassified from property, plant and equipment.
 
The fair values of current trade and other receivables approximate their respective carrying amounts due to their short-term nature. The fair values of non-current trade and other receivables approximate their carrying amount, as the impact of discounting is not significant.






F- 56


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



18.    Trade and other receivables, net (continued)
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies (expressed in U.S. Dollars):
  2023 2022
Currency    
U.S. Dollar 88,811  89,760 
Argentine Peso 24,304  54,801 
Uruguayan Peso 6,570  2,229 
Brazilian Reais 98,430  81,588 
  218,115  228,378 
 
As of December 31, 2023 trade receivables of US$22,989 (2022: US$22,933) were past due but not impaired. The aging analysis of these receivables indicates that US$449 and US$741 are over 6 months in December 31, 2023 and 2022, respectively.
 
Effective January 1, 2018, for trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

Delinquency in payments is an indicator that a receivable may be impaired. However, management considers all available evidence in determining when a receivable is impaired. Generally, trade receivables, which are more than 180 days past due are fully provided for. However, certain receivables 180+ days overdue are not provided for based on a case-by-case analysis of credit quality analysis. Furthermore, receivables, which are not 180+ days overdue, may be provided for if specific analysis indicates a potential impairment.
 
Movements on the Group’s allowance for trade receivables are as follows:
  2023 2022 2021
At January 1 4,266  3,023  3,965 
Charge of the year 1,874  3,570  2,022 
Unused amounts reversed (1,371) (661) (970)
Used during the year (173) (100) (1,456)
Exchange differences (1,708) (1,566) (538)
At December 31 2,888  4,266  3,023 
 
The creation and release of allowance for trade receivables have been included in “Selling expenses” in the statement of income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.
 
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
 
As of December 31, 2023, approximately 70% (2022: 72%) of the outstanding unimpaired trade receivables (neither past due not impaired) relate to sales to 20 well-known multinational companies with good credit quality standing, including but not limited to CDA Alimentos S.A., Intersnack Procurement BV, YPF S.A., Taurus Distribuidora de Petroleo Ltda., Cargill S.A.C.I., Schettino hermanos S.R.L., among others. Most of these entities or their parent companies are externally credit-rated. The Group reviews these external ratings from credit agencies.
 
The remaining percentage as of December 31, 2023 and 2022 of the outstanding unimpaired trade receivables (neither past due nor impaired) relate to sales to a dispersed large quantity of customers for which external credit ratings may not be available. However, the total base of customers without an external credit rating is relatively stable.
 


F- 57


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

18.    Trade and other receivables, net (continued)
New customers with less than six months of history with the Group are closely monitored. The Group has not experienced credit problems with these new customers to date. The majority of the customers for which an external credit rating is not available are existing customers with more than six months of history with the Group and with no defaults in the past. A minor percentage of customers may have experienced some non-significant defaults in the past but fully recovered.
 
19.    Inventories
  2023 2022
Raw materials 76,440  121,306 
Finished goods (Note 5) 179,611  152,716 
  256,051  274,022 
 
20.    Cash and cash equivalents
  2023 2022
Cash at bank and on hand 179,068  146,242 
Short-term bank deposits 160,713  84,411 
  339,781  230,653 
 
21.    Acquisitions and disposals
 
Disposals

In September 2023, the Company sold “El Meridiano” farm, a 6,302 hectares farm located in the Province of Buenos Aires, Argentina for an aggregate amount of US$ 48 million, collected in full. This transaction resulted in a pre-tax gain of US$ 6.3 million included in the line item “Other operating income / (expense), net”.

The Group did not complete any disposals during the years ended December 31, 2022 and 2021.

Acquisitions

2023 Acquisition Activity

The Group did not complete any acquisitions during the year ended December 31, 2023

2022 Acquisition Activity

During the year ended December 31, 2022, we completed one business combination, as follows:

Acquisition of subsidiaries of Viterra Group in Argentina and Uruguay

On May 3, 2022, (the “Closing Date”) the Group, through certain subsidiaries consummated the acquisition of the rice operations in Uruguay and Argentina of the Viterra Group, comprising a 100% ownership of Molinos Libres S.A. (Argentina), Viterra Uruguay S.A. (Uruguay) and Paso Dragón S.A. (Uruguay). The transaction also included the acquisition of certain leasing agreements. All of the acquired subsidiaries form part of the Rice Business Segment.

The terms and conditions of the agreement contemplate the payment, subject to adjustments, of a purchase price of approximately US$ 17.8 million payable in three annual installments and the assumption of the existing financial debt for an amount of US$ 17.9 million. As of the date of this Financial Statements, all installments have been cancelled.



F- 58


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

21.    Acquisitions and disposals (continued)

The Company has made an allocation of the estimated purchase price to the identifiable assets acquired and liabilities assumed based on their fair values at acquisition date. The Company has made significant assumptions and estimates in determining the purchase price, including the contingent payment and the allocation of the estimated purchase price in these consolidated financial statements.

As the fair value of the identifiable net assets acquired was greater than the total consideration paid, negative goodwill arises on the acquisition. The negative goodwill is recognized as “Bargain purchase gain on acquisition” in the income statement for the year end December 31, 2022 reflecting the opportunity to acquire the rice operations in Argentina and Uruguay from an outgoing market player.

The following table summarizes the purchase price:

Purchase consideration:
Amount paid in cash
1,512 
Amounts to be paid in installments (*)
16,242 
Total purchase consideration
17,754 
Fair value of net assets acquired
27,507 
Bargain purchase on acquisition over the total purchase consideration
9,753 

During 2023, an amount of US$3,193 of the installments was paid.

(*) Amounts to be paid in installments were discounted at present value as of the date of acquisition at a 6.5% discount rate.

The assets and liabilities at the date of acquisition are as follows:

Cash and cash equivalents
3,266 
Trade and other receivables
21,068 
Inventories 50,891 
Biological assets 1,676 
Property, plant and equipment 21,479 
Total Assets
98,380 
Trade and other payables
(50,062)
Payroll and other liabilities
(961)
Borrowings
(17,738)
Deferred income tax liabilities
(1,812)
Provision for other liabilities (300)
Total Liabilities
(70,873)
Fair value of Net Assets Acquired
27,507 

The Company used a replacement cost method or a market approach, as appropriate, to measure the fair value of property, plant and equipment.

All other net tangible assets were valued at their respective carrying amounts, as the Company believes that these amounts approximate their current fair values.

A decrease in the fair value of assets acquired, or an increase in the fair value of liabilities assumed, from those preliminary valuations would result in a dollar-for-dollar corresponding decrease in the “Bargain purchase on acquisition”.



F- 59


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

21.    Acquisitions and disposals (continued)

Acquisition-related costs of US$ 193 are included in General and administrative expenses in the Consolidated Statement of Income.

The following table summarizes the sales of goods and services rendered and profit from operations of the subsidiaries acquired included in the consolidated financial statements of income for the year end December 31, 2022 as from the date of acquisition:

Period from the date of acquisition to December 31 2022
Sales of goods and services rendered
61,363 
Profit from operations
6,131 

If the acquisition had occurred on January 1, 2022 consolidated pro-forma sales of goods and services rendered, profit from operations and profit for the year, for the year ended 31 December 2022 would have been US$ 1,369,462, US$ 249,462 and US$ 106,950.

2021 Acquisition Activity

The Group did not complete any acquisitions during the year ended December 31, 2021


22.    Shareholders' contributions

The share capital of the Group is represented by common shares with a nominal value of US$1.5 per share and one vote each.
  Number of shares Share capital and
share premium
At January 1, 2021 122,382  1,086,388 
Restricted shares granted and units vested (Note 23) —  3,594 
Purchase of own shares —  (55,349)
At December 31, 2021 122,382  1,034,633 
Reduction of issued share capital of the company (11,000) (16,500)
Employee share options exercised (Note 22) (1) —  2,432 
Restricted shares granted and units vested (Note 23) —  4,647 
Purchase of own shares —  (29,970)
Dividends paid to shareholders —  (35,000)
At December 31, 2022 111,382  960,242 
Employee share options exercised (Note 22) (1) —  236 
Restricted shares granted (Note 23) —  7,528 
Purchase of own shares —  (22,123)
Dividends provided for and paid to mayor shareholders —  (35,000)
At December 31, 2023 111,382  910,883 
 
(1)Treasury shares were used to settle these options, units and grants.

Decision of the Extraordinary General Shareholders’ meeting

On April 20, 2022 the extraordinary general meeting of the shareholders of the Company resolved to reduce the issued share capital of the Company by an amount of $16,500,000 by the cancellation of 11,000,000 shares with a nominal value of


F- 60


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

22.    Shareholders' contributions (continued)

$1.50 each held in treasury by the Company so that, as from April 20, 2022, the issued share capital amounts to $167,072,722.50, represented by 111,381,815 shares in issue with a nominal value of $1.50 each.

Share Repurchase Program

On September 24, 2013, the Board of Directors of the Company has authorized a share repurchase program for up to 5% of its outstanding shares. The repurchase program has commenced on September 24, 2013 and is reviewed by the Board of Directors after each 12-month period. On August 15, 2023, the Board of Directors approved the renewal of the program, and also its extension for an additional twelve-month period, ending September 23, 2024.

Repurchases of shares under the program are made from time to time in open market transactions in compliance with the trading conditions of Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, and applicable rules and regulations. The share repurchase program does not require Adecoagro to acquire any specific number or amount of shares and may be modified, suspended, reinstated or terminated at any time in the Company’s discretion and without prior notice.

As of December 31, 2023, the Company repurchased 24,694,405 shares under this program, of which 8,448,951 have been applied to some exercise of the Company’s stock option plan and restricted stock units and the grant of restricted shares. In 2023, 2022 and 2021 the Company repurchased shares for an amount of US$26.2 million; US$36.8 million and US$66.5 million respectively. The outstanding treasury shares as of December 31, 2023 totaled 5,376,315 common shares.

Dividend distribution

On April 19, 2023 the general meeting of the shareholders of the Company resolved the payment of an annual dividend of $35 million to be paid to outstanding shares in two installments. The first payment of the year 2023, of US$ 17.5 million (0.1626 per share) was made on May 24, 2023 and the second installment was made in November 24, 2023 (0,1649 per share).

On April 20, 2022 the general meeting of the shareholders of the Company resolved the payment of an annual dividend of US$ 35 million to be paid to outstanding shares in two installments in May and November. The first payment, of US$ 17.5 million (0.1572 per share) was made on May 17, 2022 and the second also US$ 17.5 million (0.1602 per share) installment was made on November 17, 2022.

Annual Dividend Proposal

On March 12, 2024 the Company’s Board of Directors proposed, for the approval of the Annual General Shareholders' meeting to be held on April 17, 2024, the payment of an annual dividend of $35 million to be paid to outstanding shares in two installments in May and November of 2024. These Consolidated Financial Statements do not reflect this dividend payable.


F- 61


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



23.    Equity-settled share-based payments

The Group has set a “2004 Incentive Option Plan” (collectively referred to as “Option Schemes”) under which the Group granted equity-settled options to senior managers and selected employees of the Group's subsidiaries with a term of ten years. Additionally, in 2010 the Group has set a “Adecoagro Restricted Share and Restricted Stock Unit Plan” (referred to as “Restricted Share Plan”) under which the Group grants restricted stock units and restricted shares to senior and medium management and key employees of the Group’s subsidiaries.
 
(a)Option Schemes

The fair value of the options under the Option Schemes was measured at the date of grant using the Black-Scholes valuation technique.
 
As of the date of these financial statements all options has already been vested and expensed.
 
The Adecoagro/ IFH 2004 Stock Incentive Option Plan was effectively established in 2004 and is administered by the Compensation Committee of the Company. Options are exercisable over a ten-year period. The 2004 Plan was amended to extend the term to the 20th anniversary of its adoption.
 
Movements in the number of equity-settled options outstanding and their related weighted average exercise prices under the Adecoagro/ IFH 2004 Stock Incentive Option Plan are as follows:

2023 2022 2021
  Average
exercise
price per
share
Options
(thousands)
Average
exercise
price per 
Share
Options
(thousands)
Average
exercise
price per 
Share
Options
(thousands)
At January 1 6.66  1,321  6.66  1,634  6.66  1,634 
Exercised 5.83  (37) 6.77  (313) —  — 
At December 31 6.66  1,284  6.66  1,321  6.66  1,634 
 
Options outstanding at year end under this Plan have the following expiry date and exercise prices:

  Exercise
price per share
Shares (in thousands)
Expiry date (i): 2023 2022 2021
May 1, 2034 5.83  400  400  496 
May 1, 2035 5.83  363  369  452 
January 1, 2036 5.83  94  124  142 
February 16, 2036 7.11  84  84  103 
October 1, 2036 8.62  343  344  441 
 
(i) On May 2014, the Board of Directors decided to extend the expired date of the Plan.
 

 








F- 62


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

23.    Equity-settled unit-based payments (continued)
(b)Restricted Share / Restricted Stock Unit Plan

The Restricted Share and Restricted Stock Unit Plan was effectively established in 2010 and amended in November 2011. It is administered by the Compensation Committee of the Company. Restricted shares or units under these Plan vest over a 3-year period from the date of grant at 33% on each anniversary of the grant date. Participants are entitled to receive one common share of the Company for each restricted share or restricted unit granted. There are no performance requirements for the delivery of common shares, except that a participant’s employment with the Group must not have been terminated prior to the relevant vesting date. If the participant ceases to be an employee for any reason, any unvested restricted share or unit shall not be converted into common shares. The maximum number of ordinary shares with respect to which awards may be made under the Plan is 8,659,295, of which 6,337,880 have already been vested. The maximum numbers of ordinary shares are revised annually.
 
At December 31, 2023, the Group recognized compensation expense US$6.9 million related to the restricted stock units granted under the Restricted Share Plan (2022: US$10.9 million and 2020: US$6.6 million).
 .
The restricted shares under the Restricted Share Plan were measured at fair value at the date of grant.
 
Key grant-date fair value and other assumptions under the Restricted Share Plan are detailed below:
Grant Date Apr 1,
2021
May 13,
2021
Apr 1,
2022
Apr 20,
2022
Mar 17,
2023
Apr 20,
2023
Fair value 7.84  9.54  10.87  12.60  7.44  8.12 
 
Movements in the number of restricted shares outstanding under the Restricted Share Plan are as follows: 

  Restricted shares (thousand) Restricted stock units (thousands)
  2023 2022 2021 2021
At January 1 2,301  1,766  1,222  174 
Granted (1) 549  1,406  1,067  — 
Forfeited (26) (43) (32) — 
Vested (1,035) (828) (491) (174)
At December 31 1,789  2,301  1,766  — 
 
(1) Approved by the Board of Directors of March 7, 2023 and the Shareholders Meeting of April 19, 2023.
 
24.    Legal and other reserves

According to the laws of certain of the countries in which the Group operates, a portion of the profit of the year (5%) is separated to constitute legal reserves until they reach legal capped amounts. These legal reserves are not available for dividend distribution and can only be released to absorb losses. The legal limit of these reserves has not been met.
 
Legal and other reserves amount to US$26,124 as of December 31, 2023 (2022: US$22,187) and are included within the balance of retained earnings in the statement of changes in shareholders’ equity.
 
The Company may make distributions in the form of dividends or otherwise to the extent that it has distributable retained earnings or available distributable reserves (including share premium) that result from the Stand Alone Financial Statements prepared in accordance with Luxembourg GAAP. No distributable retained earning result from the Stand Alone Financial Statements of the Company as of December 31, 2023, but the Company has distributable reserves in excess of US$789,021.





F- 63


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

24.    Legal and other reserves (continued)


In the other reserves line, it is included the benefit that the Company has regarding ICMS conceded by the government of the Estate of Mato Grosso do Sul. In accordance with the Complementary Law 160/17, grants related to ICMS, conceded by any Estate of Brazil, were considered as Investments Grants. This investment grants will not be computed to calculate income tax, since they were accounted as an Equity Reserve. This reserve cannot be distributed, unless income tax is paid on the reserve.


25.    Trade and other payables
  2023 2022
Non-current    
Trade payables 514  4,175 
Payable from acquisition of subsidiary (Note 21) —  12,646 
Other payables 494  389 
  1,008  17,210 
Current    
Trade payables 140,949  193,127 
Advances from customers 16,351  35,749 
Taxes payable 9,482  8,868 
Dividends to be paid 1,024  — 
Payable from acquisition of subsidiary (Note 21) 13,404  3,575 
Other payables 9,520  1,078 
  190,730  242,397 
Total trade and other payables 191,738  259,607 
 
The fair values of current trade and other payables approximate their respective carrying amounts due to their short-term nature. The fair values of non-current trade and other payables approximate their carrying amounts, as the impact of discounting is not significant.
 
26.    Borrowings
  2023 2022
Non-current    
Senior Notes 498,347  497,901 
Bank borrowings 199,496  230,082 
  697,843  727,983 
Current    
Senior Notes 8,250  8,250 
Bank overdrafts 4,386  48,058 
Bank borrowings 194,470  223,461 
  207,106  279,769 
Total borrowings 904,949  1,007,752 
 
As of December 31, 2023, total bank borrowings include collateralized liabilities of US$77,055 (2022: US$188,058). These loans are mainly collateralized by property, plant and equipment, sugarcane plantations, sugar export contracts, shares of certain subsidiaries of the Group and US Treasury Bills.





F- 64


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

26.    Borrowings (continued)

Notes 2027

On September 21, 2017, the Company issued senior notes (the “Notes”) for a total amount of US$500 million, at an annual fixed rate of 6%. The Notes will mature on September 21, 2027. Interest on the Notes are payable semi-annually in arrears on March 21 and September 21 of each year. The total proceeds nets of expenses was US$495.7 million.

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our current and future subsidiaries. As of December 31, 2023, Adeco Agropecuaria S.A., Adecoagro Brasil Participações S.A., Adecoagro Vale do Ivinhema S.A., Pilagá S.A. and Usina Monte Alegre Ltda. are the only Subsidiary Guarantors.

The Notes contain customary financial covenants and restrictions which require us to meet pre-defined financial ratios, among other restrictions. As of December 31, 2023 and 2022 the Group was in compliance with these financial covenants.

Debt maturity breakdown

The maturity of the Group's borrowings and the Group's exposure to fixed and variable interest rates is as follows:
  2023 2022
Fixed rate:    
Less than 1 year 117,105  272,900 
Between 1 and 2 years 6,010  27,720 
Between 2 and 3 years 5,508  2,222 
Between 4 and 5 years 498,347  — 
More than 5 years —  497,901 
  626,970  800,743 
Variable rate:    
Less than 1 year 90,001  6,869 
Between 1 and 2 years 37,712  35,355 
Between 2 and 3 years 91,878  32,851 
Between 3 and 4 years 56,605  80,115 
Between 4 and 5 years 1,783  50,211 
More than 5 years —  1,608 
  277,979  207,009 
  904,949  1,007,752 
 
Borrowings incurred by the Group’s subsidiaries in Brazil are repayable at various dates between January 2024 and September 2030 and bear either fixed interest rates ranging from 6.80% to 13.32% per annum or variable rates based on base-rates plus spreads ranging from 8.60% to 14.24% per annum.
 
Borrowings incurred by the Group’s subsidiaries in Argentina are repayable at various dates between January 2024 and June 2028 and bear either no interest rate or variable rates based on specific base-rates plus spreads of 4.4% for those borrowings denominated in U.S. Dollar, and a fixed interest rates ranging from 74.5% to 117% per annum for those borrowings denominated in Argentine pesos.







F- 65


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

26.    Borrowings (continued)


Brazilian Subsidiaries
 
The main loans of the Group’s Brazilian Subsidiaries are:
Bank Grant date
Nominal
amount
Capital outstanding as of December 31 Maturity date Annual interest rate
2023 2022
(In millions) Millions of
Brazilian Real
Millions of
equivalent
Dollars
Millions of
equivalent
Dollars
Certificados Recebíveis do Agronegócio (CRA) December, 2019 R$ 400.0  R$ 400.0  82.6  76.7  November-27 3,80% + IPCA
Debênture (1) December, 2020 R$ 400.0  R$ 400.0  82.6  76.7  December-26 4,24% + IPCA
Banco do Brasil (CCB) December, 2020 R$ 30.0  R$ 15.0  3.1  5.7  January-24 CDI + 2,32%
Itaú BBA (NCR) June, 2023 R$ 40.0  R$ 40.0  8.3  —  March 2024 CDI + 1,48%
 
(1) Collateralized by long term power purchase agreement (PPA).  

In December 2019, Adecoagro Vale do Ivinhema placed R$400.0 million in Certificados de Recebíveis do Agronegócio (CRA) adjustable by the IPCA (Brazilian official inflation rate), maturing in November 2027 and bearing an interest 3.80% per annum. This debt was issued with no guarantee.

The above mentioned loans, except the CRA, contain certain customary financial covenants and restrictions which require the Brazilian subsidiaries to meet pre-defined financial ratios, among other restrictions, as well as restrictions on the payment of dividends. These financial ratios are measured considering the statutory financial statements of the Brazilian Subsidiaries.
 
As of December 31, 2023 and 2022 the Group was in compliance with all financial covenants.

Argentinian Subsidiaries

The main loans of the Group’s Argentinian Subsidiaries are:
Bank Grant date Nominal
amount
Capital outstanding as of
December 31
Maturity date Annual interest rate
2023 2022
(In millions) (In millions) (In millions)
IFC (1) 2020 US$20.0 16.33 18.60 June, 2028
4% plus SOFR
 
(1) Collateralized by a US$100.0 million mortgage over Carmen, Abolengo and San Carlos farms, which are property of Adeco Agropecuaria S.A.

Loan with International Finance Corporation (IFC)

In June 2020, our Argentine subsidiaries, Adeco Agropecuaria S.A., Pilagá S.A. and L3N S.A. entered into a US$100 million loan agreement with International Finance Corporation (IFC), member of the World Bank Group. The loan's tenor is eight years, including a two-year grace period, originally with a rate of LIBOR + 4%. In October 2020, US$22 million has been received. In December 2021, we entered into an amendment reducing the total amount to US$ 60 million, that the group could request the withdrawal until June, 2022. If the Company withdraw the full amount, the rate would be reduced to LIBOR + 3%.

The loan contains customary financial covenants and restrictions which require us to meet pre-defined financial ratios, among other restrictions. Publication of LIBOR ceased at the end of June 2023. During April 2023, it was agreed with IFC to use Secured Overnight Financing Rate (SOFR), replacing the LIBOR since July 1st, 2023. All the other provisions of the loan agreement continue in full force and effect.


F- 66


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

26.    Borrowings (continued)


The above mentioned loans contain certain customary financial covenants and restrictions which require us to meet pre-defined financial ratios, among other restrictions, as well as restrictions on the payment of dividends. These financial ratios are measured considering the statutory financial statements of the Argentinian Subsidiaries.
 
As of December 31, 2023 and 2022 the Group was in compliance with all financial covenants.

The carrying amount of short-term borrowings is approximate its fair value due to the short-term maturity. Long term borrowings subject to variable rate approximate their fair value.The fair value of long-term subject to fix rate do not significant differ from their fair value. The fair value (level 2) of the notes as of December 31, 2023 and 2022 equals US$485.3 million and US$474.3 million, 97.06% and 94.86% of the nominal amount, respectively.
 
The breakdown of the Group’s borrowing by currency is included in Note 2 - Interest rate risk.

Evolution of the Group's borrowings as December 31, 2023 and 2022 is as follow:

  2023 2022
Amount at the beginning of the year 1,007,752  817,651 
Proceeds from long term borrowings 7,739  41,082 
Payments of long term borrowings (24,105) (14,012)
Proceeds from short term borrowings 448,532  347,928 
Payments of short term borrowings (420,276) (192,648)
Payments of interest (1) (43,457) (33,189)
Accrued interest 33,495  51,596 
Acquisition of subsidiaries (Note 21) —  17,738 
Exchange differences, inflation and translation, net (105,465) (30,489)
Others 734  2,095 
Amount at the end of the year 904,949  1,007,752 
(1) Excludes payment of interest related to trade and other payables.


27.     Lease liabilities

2023 2022
Lease liabilities
Non-current 325,569  283,549 
Current 52,941  54,431 
378,510  337,980 
The maturity of the Group’s lease liabilities is as follows:


F- 67


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

27.    Lease liabilities (continued)
2023 2022
Less than 1 year 52,941  54,431 
Between 1 and 2 years 66,474  61,931 
Between 2 and 3 years 61,398  50,839 
Between 3 and 4 years 47,677  41,781 
Between 4 and 5 years 39,254  31,231 
More than 5 years 110,766  97,767 
378,510  337,980 

Changes in the Group’s lease liabilities, net in 2023 and 2022 were as follows:
Agricultural "partnerships" Others Total
Amount at the beginning of the year 2022 222,013 24,841 246,854 
Exchange differences 10,230  4,433 14,663 
Additions and re-measurement 143,952 9,898 153,850 
Disposal (3,277) (2,644) (5,921)
Payments (89,806) (12,773) (102,579)
Finance cost related to lease liabilities 28,954 2,159 31,113 
Closing net book amount 312,066  25,914  337,980 
Amount at the beginning of the year 2023 312,443 25,537 337,980 
Exchange differences 17,062  1,151 18,213 
Additions and re-measurement 96,294 5,061 101,355 
Disposal (908) —  (908)
Payments (104,261) (14,072) (118,333)
Finance cost related to lease liabilities 36,906 3,297 40,203 
Closing net book amount 357,536  20,974  378,510 



28.    Payroll and social security liabilities
  2023 2022
Non-current    
Social security payable 1,570  1,581 
  1,570  1,581 
Current    
Salaries payable 4,498  4,050 
Social security payable 4,062  4,693 
Provision for vacations 12,783  11,487 
Provision for bonuses 16,014  9,734 
  37,357  29,964 
Total payroll and social security liabilities 38,927  31,545 
 


F- 68


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


29.    Provisions for other liabilities

The Group is subject to several laws, regulations and business practices of the countries where it operates. In the ordinary course of business, the Group is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving tax, labor and social security, administrative and civil and other matters. The Group accrues liabilities when it is probable that future costs will be incurred and it can reasonably estimate them. The Group bases its accruals on up-to-date developments, estimates of the outcomes of the matters and legal counsel experience in contesting, litigating and settling matters. As the scope of the liabilities becomes better defined or more information is available, the Group may be required to change its estimates of future costs, which could have a material effect on its results of operations and financial condition or liquidity.

The table below shows the movements in the Group's provisions for other liabilities categorized by type of provision:
  Labor, legal and
other claims
Others Total
At January 1, 2022 2,527  3,459  5,986 
Additions 1,347  400  1,747 
Acquisition of subsidiaries 300 —  300 
Used during year (1,237) (3,416) (4,653)
Exchange differences 92  (37) 55 
At December 31, 2022 3,029  406  3,435 
Additions 2,522  34  2,556 
Used during year (1,558) (379) (1,937)
Exchange differences (426) (29) (455)
At December 31, 2023 3,567  32  3,599 
 
Analysis of total provisions:
  2023 2022
Non current 2,871  2,526 
Current 728  909 
  3,599  3,435 

The Group is engaged in several legal proceedings, including tax, labor, civil, administrative and other proceedings in Brazil, which qualified as contingent liabilities for an aggregate claimed nominal amount of US$78.5 million and US$78.5 million as of December 31, 2023 and 2022, respectively. These amounts refers to a claim of the tax authorities in Brazil of the exclusion of the calculation base of Income Tax of the accelerated depreciation of rural activity as provided for in article 6 of Provisional Measure 2,159-70 / 01 and in Article 325 of the Income Tax Regulation / 18.


F- 69

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



30.    Group companies

The following table details the subsidiaries that comprised the Group as of December 31, 2023 and 2022:

      2023 2022
  Activities Country of
incorporation
and operation
Ownership
percentage
held if not
100 %
Ownership
percentage
held if not
100 %
Details of principal subsidiary undertakings:        
Operating companies (unless otherwise stated):        
Adeco Agropecuaria S.A. (a) Argentina —  — 
Pilagá S.A. (a) Argentina 99.98  % 99.98  %
Cavok S.A. (a) Argentina 51  % 51  %
Establecimientos El Orden S.A. (a) Argentina 51  % 51  %
Bañado del Salado S.A. (a) Argentina —  — 
Agro Invest S.A. (a) Argentina 51  % 51  %
Forsalta S.A. (a) Argentina 51  % 51  %
Dinaluca S.A. (a) Argentina —  — 
Compañía Agroforestal S.M.S.A. (a) Argentina —  — 
Energía Agro S.A.U. (a) Argentina —  — 
L3N S.A. (d) Argentina —  — 
Maní del Plata S.A. (a) Argentina —  — 
Girasoles del Plata S.A. (a) Argentina —  — 
Molinos Libres S.A.U. (a) Argentina —  — 
Adeco Agropecuaria Brasil Ltda. (b) Brazil —  — 
Adecoagro Vale do Ivinhema S.A. ("AVI") (b) Brazil —  — 
Usina Monte Alegre Ltda. ("UMA") (b) Brazil —  — 
Adecoagro Biogas LTDA. (ex Adecoagro GD LTDA.) (b) Brazil —  — 
Monte Alegre Combustiveis Ltda. (b) Brazil —  — 
Adecoagro Energia Ltda. (b) Brazil —  — 
Adecoagro Agricultura e Participação Ltda. (b) Brazil —  — 
Methanum Engenharia Ambiental Ltda. (b) Brazil —  — 
Angelica Energia Ltda. (b) Brazil —  — 
Ivinhema Energia Ltda. (b) Brazil —  — 
Kelizer S.A. (a) Uruguay —  — 
Adecoagro Uruguay S.A. (a) Uruguay —  — 
Arroz del Plata S.A. (ex Viterra Uruguay S.A.) (a) Uruguay —  — 
Paso Dragón S.A. (a) Uruguay —  — 
Adecoagro Chile S.P.A (a) Chile —  — 
Holdings companies:      
Adecoagro Brasil Participações S.A. Brazil —  — 
Adecoagro LP S.C.S. Luxembourg —  — 
Adecoagro GP S.a.r.l. Luxembourg —  — 
Ladelux S.A. Uruguay —  — 
Spain Holding Companies (c) Spain —  — 

(a) Mainly crops, rice, cattle and others.
(b) Mainly sugarcane, ethanol and energy.
(c) Comprised by (1) wholly owned subsidiaries: Kadesh Hispania S.L.U.; Leterton España S.L.U.; Global Asterion S.L.U.; Global Acasto S.L.U.; Global Laertes S.L.U.; Global Pindaro S.L.U.; Global Pileo S.L.U.; Peak Texas S.L.U.; Global Neimoidia S.L.U. and 51% controlled subsidiaries; Global Acamante S.L.U.; Global Carelio S.L.U.; Global Calidon S.L.U.; Global Mirabilis S.L.U. Global Anceo S.L.U.Global Hisingen S.L.U.
(d) Mainly dairy.
F- 70

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

30.    Group companies (continued)


The percentage voting right for each principal subsidiary is the same as the percentage of capital stock held. Issued share capital represents only ordinary shares/ quotas, units or their equivalent. There are no preference shares or units issued in any subsidiary undertaking.
 
According to the laws of certain of the countries in which the Group operates, 5% of the profit of the year is separated to constitute legal reserves until they reach legal capped amounts (20% of total capital). These legal reserves are not available for dividend distribution and can only be released to absorb losses.
 
31.    Related-party transactions
 
The following is a summary of the balances and transactions with related parties:
Related party Relationship Description of transaction Loss included in the
statement of income
Balance receivable
(payable)/(equity)
2023 2022 2021 2023 2022
Management and selected employees Employment Compensation selected employees (8,218) (11,497) (7,883) (18,781) (18,917)

32.    Critical accounting estimates and judgments
 
Critical accounting policies are those that are most important to the portrayal of the Group’s financial condition, results of operations and cash flows, and require management to make difficult, subjective or complex judgments and estimates about matters that are inherently uncertain. Management bases its estimates on historical experience and other assumptions that it believes are reasonable. The Group’s critical accounting policies are discussed below.

Actual results could differ from estimates used in employing the critical accounting policies and these could have a material impact on the Group’s results of operations. The Group also has other policies that are considered key accounting policies, such as the policy for revenue recognition. However, these other policies, which are discussed in the notes to the Group’s financial statements, do not meet the definition of critical accounting estimates, because they do not generally require estimates to be made or judgments that are difficult or subjective.
 
(a) Impairment of non-financial assets
 
    At the date of each statement of financial position, the Group reviews the carrying amounts of its property, plant and equipment and finite lived intangible assets to determine whether there is any indication that those assets could have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The Group’s property, plant and equipment items generally do not generate independent cash flows.

    In the case of goodwill, any goodwill acquired is allocated to the cash-generating unit (‘CGU’) expected to benefit from the business combination. CGU to which goodwill is allocated is tested for impairment annually (every September), or more frequently if events or changes in circumstances indicate that the carrying amount of the CGU may be impaired. The carrying amount of the CGU is compared to its recoverable amount, which is the higher of fair value less costs to sell and the value in use. An impairment loss is recognized for the amount by which the carrying amount exceeds its recoverable amount. The impairment review requires management to undertake certain significant judgments, including estimating the recoverable value of the CGU to which goodwill is allocated, based on either fair value less costs-to-sell or the value-in-use, as appropriate, in order to reach a conclusion on whether it deems the goodwill is impaired or not.

    For purposes of the impairment testing, each CGU represents the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or group of assets.

F- 71

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

    Farmlands may be used for different activities that may generate independent cash flows. For those farmlands that are used for more than one segment activity (i.e. crops and cattle or rental income), the farmland is further subdivided into two or more CGUs, as appropriate, for purposes of impairment testing. For its properties in Brazil, management identified a farmland together with its related mill as separate CGUs. Most of the farmlands in Argentina and Uruguay are treated as single CGUs.

    Based on these criteria, management identified a total amount of 42 CGUs as of September 30, 2023 and 42 CGUs as of September 30, 2022.

As of September 30, 2023 and 2022, due to the fact that there were no impairment indicators, the Group only tested those CGUs with allocated goodwill in Argentina and Brazil.

    CGUs tested based on a fair-value-less-costs-to-sell model at September 30, 2023 and 2022:     

    As of September 30, 2023, the Group identified 10 CGUs in Argentina (2022: 10 CGUs) to be tested based on this model (all CGUs with allocated goodwill). Estimating the fair value less costs-to-sell is based on the best information available, and refers to the amount at which the CGU could be bought or sold in a current transaction between willing parties. Management may be assisted by the work of independent experts. When using this model, the Group applies the “sales comparison approach” as its method of valuing most properties, which relies on results of sales of similar agricultural properties to estimate the value of the CGU. This approach is based on the theory that the fair value of a property is directly related to the selling prices of similar properties.

    Fair values are determined by extensive analysis which includes current and potential soil productivity of the land (the ability to produce crops and maintain livestock) projected margins derived from soil use, rental value obtained for soil use, if applicable, and other factors such as climate and location. Farmland ratings are established by considering such factors as soil texture and quality, yields, topography, drainage and rain levels. Farmland may contain farm outbuildings. A farm outbuilding is any improvement or structure that is used for farming operations. Outbuildings are valued based on their size, age and design.

    Based on the factors described above, each farm property is assigned different soil classifications for the purposes of establishing a value, Soil classifications quantify the factors that contribute to the agricultural capability of the soil. Soil classifications range from the most productive to the least productive.

    The first step to establishing an assessment for a farm property is a sales investigation that identifies the valid farm sales in the area where the farm is located. A price per hectare is assigned for each soil class within each farm property. This price per hectare is determined based on the quantitative and qualitative analysis mainly described above.

    The results are then tested against actual sales, if any, and current market conditions to ensure the values produced are accurate, consistent and fair.

    The following table shows only the 10 CGUs (2022: 10 CGUs) where goodwill was allocated at each period end and the corresponding amount of goodwill allocated to each one:



F- 72


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

CGU / Operating segment / Country September 30, 2023 September 30, 2022
La Carolina / Crops / Argentina 242  242 
La Carolina / Cattle / Argentina 39  39 
El Orden / Crops / Argentina 261  260 
El Orden / Cattle / Argentina 10 
La Guarida / Crops / Argentina 1,731  1,726 
La Guarida / Cattle / Argentina 892  889 
Los Guayacanes / Crops / Argentina 3,206  3,196 
Doña Marina / Rice / Argentina 5,582  5,565 
El Colorado / Crops / Argentina 2,776  2,768 
El Colorado / Cattle / Argentina 28  27 
Closing net book value of goodwill allocated to CGUs tested (Note 15) 14,767  14,721 
Closing net book value of PPE items allocated to CGUs tested 143,976  143,585 
Total assets allocated to CGUs tested 158,743  158,306 
    
Based on the testing above, the Group determined that none of the CGUs, with allocated goodwill, were impaired at September 30, 2023 and 2022.

    CGUs tested based on a value-in-use model at September 30, 2023 and 2022:

As of September 30, 2023, the Group identified 2 CGUs (2022: 2 CGUs) in Brazil to be tested based on this model (all CGUs with allocated goodwill). The determination of the value-in-use calculation required the use of significant estimates and assumptions related to management’s cash flow projections. In performing the value-in-use calculation, the Group applied pre-tax rates to discount the future pre-tax cash flows. In each case, these key assumptions have been made by management reflecting past experience and are consistent with relevant external sources of information, such as appropriate market data. In calculating value-in-use, management may be assisted by the work of external advisors.

The key assumptions used by management in the value-in-use calculations which are considered to be most sensitive to the calculation are:
Key Assumptions September 30, 2023 September 30, 2022
Financial projections
Covers 5 years for UMA (*)
Covers 5 years for UMA (*)
Covers 5 years for AVI (**)
Covers 5 years for AVI (**)
Yield average growth rates
0-2%
0-1%
Future pricing increases
0.46% per annum
1.21% per annum
Future cost decrease
0.96% per annum
0.25% per annum
Discount rates
5.2%
5.2%
Perpetuity growth rate
1%
1%
    
(*) UMA stands for Usina Monte Alegre LTDA.
    (**) AVI stands for Adecoagro Vale Do Ivinhema S.A.

    Discount rates are based on the risk-free rate for U. S. government bonds, adjusted for a risk premium to reflect the increased risk of investing in South America and Brazil in particular. The risk premium adjustment is assessed for factors specific to the respective CGUs and reflects the countries that the CGUs operate in.




F- 73


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

The following table shows only the 2 CGUs where goodwill was allocated at each period end and the corresponding amount of goodwill allocated to each one:
CGU/ Operating segment September 30, 2023 September 30, 2022
AVI / Sugar, Ethanol and Energy 2,937  2,937 
UMA / Sugar, Ethanol and Energy 1,102  1,102 
Closing net book value of goodwill allocated to CGUs tested (Note 15) 4,039  4,039 
Closing net book value of PPE items allocated to CGUs tested 600,764  518,814 
Total assets allocated to 2 CGUs tested 604,803  522,853 
    
Based on the testing above, the Group determined that none of the CGUs, with allocated goodwill, were impaired at September 30, 2023 and 2022.

Management views these assumptions are conservative and does not believe that any reasonable change in the assumptions would cause the carrying value of these CGU’s to exceed the recoverable amount.

The Group’s goodwill and property, plant and equipment balances allocated to the cash generating units with allocated goodwill in Argentina were US$ 9.8 million and US$ 148.9 million, respectively, and goodwill and property, plant and equipment allocated to the cash generating units with allocated goodwill in Brazil were US$ 4.5 million and U$S 648 million, respectively as of December 31, 2023.

As of December 31, 2023, the Group determined that there are no indicators of impairment.

 (b) Biological assets
 
The nature of the Group’s biological assets and the basis of determination of their fair value are explained under Note 33.11. The discounted cash flow model requires the input of highly subjective assumptions including observable and unobservable data. Generally the estimation of the fair value of biological assets is based on models or inputs that are not observable in the market and the use of such unobservable inputs is significant to the overall valuation of the assets. These inputs are determined based on the best information available, for example by reference to historical information of past practices and results, statistical and agronomic information, and other analytical techniques. The discounted cash flow model includes significant assumptions relating to the cash flow projections including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs, and estimated discount rate.
 
Market prices are generally determined by reference to observable data in the principal market for the agricultural produce. Harvesting costs and other costs are estimated based on historical and statistical data. Yields are estimated based on several factors including the location of the farmland and soil type, environmental conditions, infrastructure and other restrictions and growth at the time of measurement. Yields are subject to a high degree of uncertainty and may be affected by several factors out of the Group’s control including but not limited to extreme or unusual weather conditions, plagues and other crop diseases, among other factors.
 
The significant assumptions discussed above are highly sensitive. Reasonable shifts in assumptions including but not limited to increases or decreases in prices, costs and discount factors used would result in a significant increase or decrease to the fair value of biological assets. In addition, cash flows are projected over a number of years and based on estimated production. Estimates of production in themselves are dependent on various assumptions, in addition to those described above, including but not limited to several factors such as location, environmental conditions and other restrictions. Changes in these estimates could materially impact on estimated production, and could therefore affect estimates of future cash flows used in the assessment of fair value (see Note 16).





F- 74


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

(c) Income taxes
 
The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.
 
Deferred tax assets are reviewed each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be settled. Deferred tax assets and liabilities are not discounted. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment (see Note 10).

(d) Fair value for farmlands and investment property

Property, plant and equipment
Farmlands are recognized at fair value based on periodic, but at least annual, valuations prepared by an external independent expert. A revaluation reserve is credited in shareholders’ equity. The valuation is determined using sales comparison approach. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant premise being the price per hectare (Level 3) (see Note 12).

Investment property
Investment property consists of farmland for rental or for capital appreciation and not used in production or for sale in the ordinary course of business, and it is measured at fair value. The changes in the fair value, which is based on an independent external expert, impacts the profit and loss of the period, in the line item Other operating income, net (see Note 14).

(e) Purchase price allocation

The acquisition method of accounting is used to account for all acquisitions. Under this method, assets acquired and liabilities assumed of the Company are measured at fair value for financial reporting purposes. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company estimates the fair value of an asset or a liability by converting future amounts (e.g. cash flows or income and expenses) to a single current (i.e. discounted) amount.

Management applied judgement in estimating the fair value of certain identifiable assets acquired, which involved the use of estimates and assumptions, including the timing and amounts of cash flow projections and discount rates, as applicable.




F- 75


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.    Summary of material accounting policies



The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Financial reporting in a hyperinflation economy

IAS 29 “Financial Reporting in Hyperinflationary Economies” requires that the financial statements of entities whose functional currency is that of a hyperinflationary economy to be adjusted for the effects of changes in a suitable general price index and to be expressed in terms of the current unit of measurement at the closing date of the reporting period. Accordingly, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be computed in the non-monetary items.

In order to conclude on whether an economy is categorized as hyperinflationary under the terms of IAS 29, the Standard details a series of factors to be considered, including the existence of a cumulative inflation rate in three years that approximates or exceeds 100 %.

Since 2018, when cumulative inflation rate in three years exceeded the 100% threshold, Argentina’s operations are considered to be under hyperinflationary economy for accounting purposes under the terms of IAS 29 and since then, it has been applied IAS 29 in the financial reporting of its subsidiaries and associates with Argentine peso as functional currency.

Financial statements of a foreign entity with a functional currency of a country that has a highly inflationary economy, are restated to reflect changes in the general price level or index in that country before translation into U.S. Dollars. In adjusting for hyperinflation, a general price index is applied to all non-monetary items in the financial statements (including equity) and the resulting gain or loss, which is the gain or loss on the entity's net monetary position, is recognized in the income statement. Monetary items in the closing statement of financial position are not adjusted. The Group treated all Argentine subsidiaries as a hyperinflationary economy as all of them have Argentine peso as functional currency. The results and financial position of all foreign entities with a functional currency of a country that has a highly inflationary economy are translated at closing rates after the restatement for changes in the general purchasing power Argentine peso.

The inflation adjustment on the years 2023, 2022 and 2021 was calculated by means of conversion factor derived from the Argentine price indexes published by the National Institute of Statistics and the year-over-year change in the index was 3.114; 1.9479 and 1.509, respectively.

The main procedures for the above-mentioned adjustment are as follows:

•Monetary assets and liabilities which are carried at amounts current at the balance sheet date are not restated because they are already expressed in terms of the monetary unit current at the balance sheet date.

•Non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date, and components of shareholders' equity are adjusted by applying the relevant conversion factors.

•All items in the income statement are restated by applying the relevant conversion factors.

•The effect of inflation on the Company’s net monetary position is included in the income statement, in "Other financial results" (Note 9).

•The ongoing application of the re-translation of comparative amounts to closing exchanges rates under IAS 21 and the hyperinflation adjustments required by IAS 29 will lead to a difference in addition to the difference arising on the application of hyperinflation accounting.

The comparative figures in these Consolidated Financial Statements presented in a stable currency are not adjusted for subsequent changes in the price level or exchange rates. This resulted in a difference between the closing equity of the previous year and the opening equity of the current year. The Company recognized this initial difference directly in equity.



F- 76


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.1    Basis of preparation and presentation


The Consolidated Financial Statements of the Group have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and the Interpretations of the International Financial Reporting Interpretations Committee (IFRIC). All IFRS Accounting Standards as issued by the IASB, effective at the time of preparing these Consolidated Financial Statements have been applied.
 
The Consolidated Financial Statements have been prepared under the historical cost convention as modified by financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss, biological assets and agricultural produce at the point of harvest and farmlands measured at fair value.
 
The preparation of Consolidated Financial Statements in conformity with IFRS Accounting Standards as issued by the IASB requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note 33.

New and Amended Financial Reporting Standards and Interpretations, effective for the financial year beginning on January 1, 2023

Amendments to IAS 1 - Presentation of Financial Statements – Disclosure of Accounting Policies: The objective of these amendments is to improve the disclosure of accounting policies, which require entities to disclose material accounting policies rather than significant accounting policies. This modification was published in February 2021 and is in effect for fiscal years beginning on or after January 1, 2023.

No other IFRS Accounting Standards as issued by the IASB or IFRIC Interpretation issued effective for the first time for the financial year beginning on January 1, 2023 has a material impact over these Financial Statements.

New and Amended Reporting Standards and Interpretations issued, not yet effective for the financial year beginning on January 1, 2023 and early and not early adopted by the Company

The relevance of other new regulations, modifications and interpretations not yet effective has been evaluated and it was concluded that they are not relevant for the Group.

33.2    Scope of consolidation
 
The Consolidated Financial Statements include the results of the Company and all of its subsidiaries from the date that control commences to the date that control ceases. They also include the Group’s share of the net income of its jointly-controlled entities on an equity-accounted basis from the point at which joint control commences, to the date that it ceases.
 
(a) Subsidiaries
 
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date that control commences and deconsolidated from the date that control ceases.
 
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
 
The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.


F- 77


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.2    Scope of consolidation (continued)

 
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. The excess of consideration over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the statement of income under the line item “Bargain purchase gain on acquisition”.
 
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(b) Disposal of subsidiaries
 
When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amount previously recognized in other comprehensive income in respect of that entity is accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss, except for the related revaluation surplus which is reclassified to retained earnings.
 

33.3    Segment reporting
 
According to IFRS 8, operating segments are identified based on the ‘management approach’. This approach stipulates external segment reporting based on the Group’s internal organizational and management structure and on internal financial reporting to the chief operating decision maker (the Management Committee in the case of the Company)
 
33.4    Foreign currency translation
 
(a) Functional and presentation currency
 
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The Consolidated Financial Statements are presented in US dollars, which is the Group’s presentation currency.

Argentine currency status

Since the second half of 2019, the Argentine government instituted certain foreign currency exchange controls, which may restrict or partially restrict access to foreign currency, like the U.S. dollars, to make payments abroad, either for foreign debt or the importation of goods or services, dividend payments and others, without prior authorization. Those regulations have continued to evolve, sometimes making them more or less stringent depending on the Argentine government’s perception of availability of sufficient national foreign currency reserves. The above has led to the existence of an informal foreign currency market where foreign currencies quote at levels significantly higher than the official exchange rate. However, the only exchange rate available for external commerce is the official exchange rate, which as of December 31, 2022 was Pesos 177 per dollar.

We use Argentina’s official exchange rate to record the accounts of Argentine subsidiaries.
 
(b) Transactions and balances
 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities


F- 78


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.4    Foreign currency translation (continued)

denominated in foreign currencies are recognized in the statement of income, in the line Item “Finance income” or “Finance cost,”as appropriate.
 
(c) Group companies
 
The results and financial position of Group entities (except those that has the currency of a hyper-inflationary economy - Argentine subsidiaries) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
 
•assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
•income and expenses for each statement of income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
•all resulting exchange differences are recognized as a separate component of equity.

When a foreign operation is sold, exchange differences that were recorded in equity are recognized in the statement of income as part of the gain or loss on sale.
 
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

33.5    Property, plant and equipment

Farmlands are initially recorded at fair value and subsequently under the revaluation model based on periodic, but at least annual, valuations prepared by an external independent expert. A revaluation reserve is credited in shareholders’ equity. All other property, plant and equipment is recorded at cost, less accumulated depreciation and impairment losses, if any. Historical cost comprises the purchase price and any costs directly attributable to the acquisition. Under the definition of Property plant and equipment is included the bearer plants, such as sugarcane and coffee trees.

Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of income when they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within “Other operating income, net” in the consolidated statement of income.

33.6    Investment property
 
Investment property consists of farmland for rental or for capital appreciation and not used in production or for sale in the ordinary course of business, and it is measured at fair value. Changes of the fair value, which is based on an independent external expert, impacts the profit and loss of the period, in the line item Other operating income, net.
 
33.7    Leases
 
Leases are recognized as a right-of-use asset and corresponding liability at the date of which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
The accompanying notes are an integral part of these consolidated financial statements.

F- 79

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.7 Leases (continued)

In determining the lease term, the Company considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

    Short term leases are recognized on a straight line basis as an expense in the income statement.

Accounting as lessee

The Company recognizes a right-of-use asset and a lease liability at the commencement date of each lease contract that grants the right to control the use of an identified asset during a period of time. The commencement date is the date in which the lessor makes an underlying asset available for use by the lessee. The Company applied exemptions for leases with a duration lower than 12 months, with a value lower than thirty thousand dollars and/or with clauses related to variable payments. These leases have been considered as short-term leases and, accordingly, no right-of-use asset or lease liability have been recognized.

At initial recognition, the right-of-use asset is measured considering:

•The value of the initial measurement of the lease liability;
•Any lease payments made at or before the commencement date, less any lease incentives; and
•Any initial direct costs incurred by the lessee; and

After initial recognition, the right-of-use assets are measured at cost, less any accumulated depreciation and/or impairment losses, and adjusted for any re-measurement of the lease liability.

Depreciation of the right-of-use asset is calculated using the straight-line method over the estimated duration of the lease contract.

    The lease liability is initially measured at the present value of the lease payments that are not paid at such date, including the following concepts:

•Variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date;
•Amounts expected to be payable by the lessee under residual value guarantees;
•The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
•Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease;
•Fixed payments, less any lease incentives receivable;

After the commencement date, the Company measures the lease liability by:

•Increasing the carrying amount to reflect interest on the lease liability;
•Reducing the carrying amount to reflect lease payments made; and
•Re-measuring the carrying amount to reflect any reassessment or lease modifications.

    The above mentioned inputs for the valuation of the right of use assets and lease liabilities including the determination of the contracts within the scope of the standard, the contract term ant interest rate used in the discounted cash flow involved a high degree of management’s estimations.
 

F- 80

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


33.8    Goodwill
 
Goodwill represents future economic benefits arising from assets that are not capable of being individually identified and separately recognized by the Group on an acquisition. Goodwill on acquisition is initially measured at cost. being the excess of the consideration over the fair value of the Group’s share of net assets of the acquired subsidiary undertaking at the acquisition date. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. It is allocated to those cash generating units expected to benefit from the acquisition for the purpose of impairment testing. Goodwill ais included within “Intangible assets” on the statement of financial position. Goodwill arising on the acquisition of foreign entities is treated as an asset of the foreign entity denominated in the local currency and translated at the closing rate.
 
Goodwill is not amortized but tested for impairment on an annual basis, or more frequently if there is an indication of impairment (see Note 33 (a)). Gains and losses on the disposal of a Group entity include any goodwill relating to the entity sold (see Note 33.10). 

33.9    Other intangible assets
 
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortization and impairment losses, if any. These intangible assets comprise mainly trademarks and computer software and are amortized in the statement of income on a straight-line basis over their estimated useful lives estimated to be 10 to 20 years and 3 to 5 years, respectively.
 
33.10 Impairment of assets

Goodwill
 
The Company conducts an impairment test annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount exceeds its recoverable amount. For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash generating unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset may in the unit. Impairment losses recognized for goodwill cannot be reversed in a subsequent period. Recoverable amount is the higher of the fair value less costs to sell and value in use. In determining the value in use, the estimated future cash flows are discounted to their 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 for which the estimates of future cash flows have not been adjusted (see Note 33 (a) for details).

Property, plant and equipment and finite lived intangible assets
 
At each statement of financial position date, the Group reviews the carrying amounts of its property, plant and equipment and other intangible assets which have finite lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
 
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, that carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of income.
 
Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately in the statement of income.


F- 81

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.11    Biological assets

Biological assets comprise growing crops (mainly corn, wheat, soybeans, sunflower peanuts and rice), sugarcane, coffee and livestock (growing herd and cattle for dairy production).
 
The Group distinguishes between consumable and bearer biological assets, and between mature and immature biological assets. “Consumable” biological assets are those assets that may be harvested as agriculture produce or sold as biological assets, for example livestock intended for dairy production. “Bearer” biological assets are those assets capable of producing more than one harvest, for example sugarcane or livestock from which raw milk is produced. “Mature” biological assets are those that have attained harvestable specifications (for consumable biological assets) or are able to sustain regular harvests (for bearer biological assets). “Immature” biological assets are those assets other than mature biological assets.
 
Costs are capitalized as biological assets if, and only if, (a) it is probable that future economic benefits will flow to the entity, and (b) the cost can be measured reliably. The Group capitalizes costs such as: planting, harvesting, weeding, seedlings, irrigation, agrochemicals, fertilizers and a systematic allocation of fixed and variable production overheads that are directly attributable to the management of biological assets, among others. Costs that are expensed as incurred include administration and other general overhead and unallocated production overhead, among others.
 
Biological assets, both at initial recognition and at each subsequent reporting date, are measured at fair value less costs to sell, except where fair value cannot be reliably measured. Cost approximates fair value when little biological transformation has taken place since the costs were originally incurred or the impact of biological transformation on price is not expected to be material.
 Gains and losses that arise on measuring biological assets at fair value less costs to sell and measuring agricultural produce at the point of harvest at fair value less costs to sell are recognized in the statement of income in the period in which they arise in the line item “Initial recognition and changes in fair value of biological assets and agricultural produce”.
 
Where there is an active market for a biological asset or agricultural produce, quoted market prices in the most relevant market are used as a basis to determine the fair value. Otherwise, when there is no active market or market-determined prices are not available, fair value of biological assets is determined through the use of valuation techniques.
 
Therefore, the fair value of biological assets is generally derived from the expected discounted cash flows of the related agricultural produce. The fair value of the agricultural produce at the point of harvest is generally derived from market determined prices.

A general description of the determination of fair values based on the Company’s business segments follow:
 
•Growing crops including rice:

Growing crops, for which biological growth is not significant, are measured at cost, which approximates fair value. Expenditure on growing crops includes land preparation expenses and other direct expenses incurred during the sowing period including labor, seedlings, agrochemicals and fertilizers among others.
 
Otherwise, biological assets are measured at fair value less estimated point-of-sale costs at initial recognition and at any subsequent period. Point-of-sale costs include all costs that would be necessary to sell the assets
 
The fair value of growing crops including rice is measured based on a formula, which takes into consideration the estimate of crop yields, estimated market prices and costs, and discount rates. Estimated yields are determined based on several factors including location of farmland, environmental conditions and other restrictions and growth at the time of measurement. Yields are multiplied by sown hectares to determine the estimated tons of crops including rice to be obtained. The tons are then multiplied by a net cash flow determined at the future crop prices less the direct costs to be incurred. This amount is discounted at a discount rate, which reflects current market assessments of the assets involved and the time value of money.
 
•Growing herd and cattle:



F- 82


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.11    Biological assets (continued)

Livestock are measured at fair value less estimated point-of-sale costs, with any changes therein recognized in the statement of income, on initial recognition as well as subsequently at each reporting period. The fair value of livestock is determined based on the actual selling prices less estimated point-of-sale costs in the markets where the Group operates.
 
•Sugarcane:

Sugarcane planting costs form part of Property plant and equipment. The agricultural produce growing on sugarcane is classified as biological assets and are measured at fair value less cost to sell. The fair value of agricultural produce growing on sugarcane depends on the variety, location and maturity of the plantation.
 
Agricultural produce growing in the Sugarcane, for which biological growth is not significant, is valued at cost, which approximates fair value. Expenditure on the agricultural produce growing in the sugarcane consists mainly of labor, agrochemicals and fertilizers among others. When it has attained significant biological growth, it is measured at fair value through a discounted cash flow model. Estimated revenues are based on estimated yearly production volume (which will be destined to sugar, ethanol, energy and raw cane production) and the price is calculated as the average of daily prices for sugar future contracts (Sugar #11 ICE-NY contracts) for a six months period. Projected costs include maintenance and land leasing among others. These estimates are discounted at an appropriate discount rate.
 
33.12    Inventories
 
Inventories comprise of raw materials, finished goods (including harvested agricultural produce and manufactured goods) and others.
 
Harvested agricultural produce (except for rice and milk) are measured at net realizable value until the point of sale because there is an active market in the produce, there is a negligible risk that the produce will not be sold and there is a well-established practice in the industry carrying the inventories at net realizable value. Changes in net realizable value are recognized in the statement of income in the period in which they arise under the line item “Changes in net realizable value of agricultural produce after harvest”.
 
All other inventories (including rice and milk) are measured at the lower of cost and net realizable value. Cost is determined using the weighted average method.

33.13    Financial assets
 
Financial assets are classified in the following categories: at fair value through profit or loss and at amortized cost, namely loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition (see Note 17).
 
(a) Recognition and measurement
 
Regular purchases and sales of financial assets are recognized on the trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets not carried at fair value through profit or loss are initially recognized at fair value plus transaction costs. Financial assets carried at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed in the statement of income. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortized cost using the effective interest method.
 
Gains or losses arising from changes in the fair value of the “financial assets at fair value through profit or loss” category are presented in the statement of income within “Other operating income, net” in the period in which they arise.
 
If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are


F- 83


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.13    Financial assets (continued)

substantially the same, discounted cash flow analysis, and option pricing models, making maximum use of market inputs and relying as little as possible on entity-specific inputs.
 
The Group assesses at each statement of financial position date whether there is objective evidence that a financial asset or a group of financial assets is impaired. Impairment testing of trade receivables is described in Note 33.15.

(b) Offsetting financial instruments
 
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. This right must not be contingent on future events and must be enforceable in any case.
 
33.14 Derivative financial instruments and hedging activities
 
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Commodity future contract fair values are computed with reference to quoted market prices on future exchanges markets. The fair values of commodity options are calculated using year-end market rates together with common option pricing models. The fair value of interest rate swaps has been calculated using a discounted cash flow analysis.
 
The Group manages exposures to financial and commodity risks using hedging instruments that provide the appropriate economic outcome. The principal hedging instruments used may include commodity future contracts, put and call options, foreign exchange forward contracts and interest rate swaps. The Group does not use derivative financial instruments for speculative purposes.

The Group’s policy is to apply hedge accounting to hedging relationships where it is both permissible under IFRS 9, practical to do so and its application reduces volatility, but transactions that may be effective hedges in economic terms may not always qualify for hedge accounting under IFRS 9. Any derivatives that the Group holds to hedge these exposures are classified as “held for trading” and are shown in a separate line on the face of the statement of financial position. The method of recognizing gains or losses on derivatives depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Gains and losses on commodity derivatives are classified within “Other operating income, net”. Gains and losses on interest rate and foreign exchange rate derivatives are classified within ‘Financial results, net’. The Group designates certain derivatives as hedges of the foreign currency risk associated with highly probable forecast transactions (cash flow hedge).
 
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the instruments that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flows of hedged items.
 
Cash flow hedge
 
The effective portion of the gain or loss on the instruments that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the statement of income within "Finance income” or “Finance cost,”as appropriate.
 
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion is recognized in the statement of income within "Finance income” or “Finance cost”, as appropriate.
 
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the statement of income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income.


F- 84


Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



33.15    Trade and other receivables and trade and other payables
 
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. In the case of receivables, less allowance for trade receivables.
 
The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
 
33.16    Short-term investment

Financial assets at fair value through profit or loss are valued at the initial recognition and subsequently at fair value and recognizing the variation in the Statement of income in the line Financial results.

33.17    Cash and cash equivalents
 
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. In the statements of cash flows, interest paid is presented within financing cash flows and interest received is presented within investing activities.
 
33.18    Borrowings
 
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost using the effective interest method. Borrowing costs are capitalized during the period of time that is required to complete and prepare the asset for its intended use.
 
33.19    Provisions
 
Provisions are recognized when (i) the Group has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate of the amount of the obligation can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
 
33.20    Onerous contracts

The Group enters into contracts, which require the Group to sell commodities in accordance with the Group's expected sales. These contracts do not qualify as derivatives. These contracts are not recognized until at least one of the parties has performed under the agreement. However, when the contracts are onerous, the Group recognizes the present obligation under the contracts as a provision included within “Provision and other liabilities” in the statement of financial position. Losses under these onerous contracts are recognized within “Other operating income, net” in the statement of income.

33.21    Current and deferred income tax
 
The Group’s tax benefit or expense for each year comprises the charge for current tax payable and deferred taxation attributable to the Group’s operating subsidiaries. Tax is recognized in the statement of income, except to the extent that it relates to items recognized directly in equity. In this case, the tax is also recognized in equity.
 
The current income tax charge is calculated on the basis of the tax laws enacted at the date of the statement of financial position in the countries where the Group’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction


F- 85

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.21    Current and deferred income tax (continued)
of the resolution of the uncertainty. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) effective in the countries where the Group’s subsidiaries operate and generate taxable income.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.
 
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

The Group is able to control the timing of dividends from its subsidiaries and hence does not expect to remit overseas earnings in the foreseeable future in a way that would result in a charge to taxable profit. Hence deferred tax is recognized in respect of the retained earnings of overseas subsidiaries only to the extent that, at the date of the statement of financial position, dividends have been accrued as receivable or a binding agreement to distribute past earnings in future has been entered into by the subsidiary.

33.22    Revenue Recognition
 
The Group’s primary activities comprise agricultural and agro-industrial activities.

The Group’s agricultural activities comprise growing and selling agricultural produce. In accordance with IAS 41 “Agriculture”, cattle are measured at fair value with changes therein recognized in the statement of income as they arise. Agricultural produce is measured at net realizable value with changes therein recognized in the statement of income as they arise. Therefore, sales of agricultural produce and cattle generally do not generate any separate gains or losses in the statement of income.
 
The Group’s agro-industrial activities comprise the selling of manufactured products (i.e. industrialized rice, milk-related products, ethanol, sugar, energy, among others). These sales are measured at the fair value of the consideration received or receivable, net of returns and allowances, trade and other discounts, and sales taxes, as applicable.

Revenue is recognized when the full control have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Transfers of control vary depending on the individual terms of the contract of sale. Revenues are recognised when control of the products has transferred, being when the products are delivered to the customer, having this full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products.

The Group also provides certain agricultural-related services such as grain warehousing/conditioning and other services, e.g. handling and drying services. Revenue from services is recognized as services are provided.

The Group leases owned farmland property to third parties under operating lease agreements. Rental income is recognized on a straight-line basis over the period of the lease.

The Group is a party to a 25-year power agreement for the sale of electricity which expires in 2042. The delivery period starts in April and ends in November of each year. The Group is also a party to two 15-year power agreements which delivery period starts in March and ends in December of each year, these two agreements will expire in 2024 and 2025, respectively. Prices under all the agreements are adjusted annually for inflation. Revenue related to the sale of electricity under these two agreements is recorded based upon output delivered.
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Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



 
33.23    Farmlands sales
 
The Group’s strategy is to profit from land appreciation value generated through the transformation of its productive capabilities. Therefore, the Group may seek to realize value from the sale of farmland assets and businesses.
 
Farmland sales are not recognized until (i) the sale is completed, (ii) the Group has determined that it is probable the buyer will pay, (iii) the amount of revenue can be measured reliably, and (iv) the Group has transferred to the buyer the risk of ownership, and does not have a continuing involvement. Gains from “farmland sales” are included in the statement of income under the line item “Other operating income, net”.

33.24    Assets held for sale and discontinued operations

When the Group intends to dispose of, or classify as held for sale, a business component that represents a separate major line of business or geographical area of operations, or a subsidiary acquired exclusively with a view to resale, it classifies such operations as discontinued. The post tax profit or loss of the discontinued operations is shown as a single amount on the face of the statement of income, separate from the other results of the Group. Assets and liabilities classified as held for sale are measured at the lower of carrying value and fair value less costs to sell.
 
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a disposal rather than through continuing use. This condition is regarded as met only when management is committed to the sale (disposal), the sale (disposal) is highly probable and expected to be completed within one year from classification and the asset is available for immediate sale (disposal) in its present condition. The statements of income for the comparative periods are represented to show the discontinued operations separate from the continuing operations.
 
33.25    Earnings per share
 
Basic earnings per share is calculated by dividing the net income for the year attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted net earnings per share is computed by dividing the net income for the period by the weighted average number of ordinary shares outstanding, and when dilutive, adjusted for the effect of all potentially dilutive shares, including share options, on an as-if converted basis.
 

33.26    Equity-settled share-based payments
 
The Group issues equity settled share-based payments to certain directors, senior management and employees. Options under the awards were measured at fair value at the date of grant. An expense is recognized to spread the fair value of each award over the vesting period on a straight-line basis, after allowing for an estimate of the awards that will eventually vest. The estimate of the level of vesting is reviewed at least annually, with any impact on the cumulative charge being recognized immediately.
 
33.27    Research and development
 
Research phase expenditure is expensed as incurred. Development expenditure is capitalized as an internally generated intangible asset only if it meets strict criteria, relating in particular to technical feasibility and generation of future economic benefits. Research expenses have been immaterial to date. The Group has not capitalized any development expenses to date.



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