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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Commission File Number: 0-12177

BIONOVA HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        As of November 18, 2002, 23,480,408 shares of common stock, par value $0.01 per share, of Bionova Holding Corporation were outstanding.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BIONOVA HOLDING CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
Thousands of U.S. Dollars
(except share and per share amounts)

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

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BIONOVA HOLDING CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME AND LOSS
Thousands of U.S. Dollars
(except per share amounts)

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

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BIONOVA HOLDING CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
Thousands of U.S. Dollars

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

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BIONOVA HOLDING CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002

Note 1—Basis of Presentation

        For operating and financial reporting purposes, Bionova Holding Corporation (together with its subsidiaries, unless the context requires otherwise, "Bionova Holding" or the "Company") historically has classified its business into three fundamental areas: (1) Farming, which consists principally of interests in 100% Company-owned fresh produce production facilities and joint ventures or contract growing arrangements with other growers in Mexico; (2) Distribution, consisting principally of interests in sales and distribution companies in the United States, and Canada; and (3) Research and Development (or Technology), which until its shut down in June 2002 consisted of business units focused on the development of fruits and vegetables and intellectual properties associated with these development efforts.

        In management's opinion, the accompanying unaudited consolidated financial statements for Bionova Holding for the three and nine month periods ended September 30, 2002 and 2001 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and include all adjustments (consisting only of normal recurring accruals) that the Company considers necessary for a fair presentation of its financial position, results of operations, and cash flows for such periods. However, the accompanying unaudited consolidated financial statements do not contain all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto presented in its 2001 10-K for the fiscal year ended December 31, 2001. Footnotes which would substantially duplicate disclosures in the Company's audited consolidated financial statements for the fiscal year ended December 31, 2001 contained in the 2001 10-K report have been omitted. The interim consolidated financial information contained herein is not necessarily indicative of the results to be expected for any other interim period or the full fiscal year ending December 31, 2002.

Going Concern

        The Company incurred a net loss of $56.6 million and an operating cash flow deficiency of $3.5 million for the year ended December 31, 2001. The Company also sustained significant operating losses and operating cash flow deficiencies from 1997 through 2000. At September 30, 2002 the Company had a negative working capital position of $79.3 million and has incurred a net loss of $15.0 million for the nine months ended September 30, 2002.

        Management has been and is continuing to address the Company's financial condition by postponing the sale of its fresh produce business, selling non-core assets of the fresh produce business, and selling and licensing its intellectual property. The Company also decided during the first week of May 2002 to close down its research and development operations to eliminate the ongoing expense involved in this segment of the business (see Note 8). The Company still must find a solution to the $95.2 million of debt plus additional interest accruing from September 30, 2002 that is due to Savia and its subsidiaries during 2002. Further, Bionova Produce, Inc., one of the Company's fresh produce subsidiary companies, must secure its new lending facilities to support growing and harvesting activities for the current crop season (see Note 2). There can be no assurance that these actions will result in sufficient working capital to significantly improve the Company's current financial position or its results of operations nor can there be any assurance the Company will be able to meet its obligations in 2002 nor secure or generate the funds to take it beyond the 2002 calendar year. This raises substantial doubt about the Company's ability to continue as a going concern.

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        The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2—Bank Debt

        There currently are two components to this debt, both of which are guaranteed by Savia. All of this debt is associated with Bionova Produce, Inc., which is a distribution subsidiary located in Nogales, Arizona. The first component of the debt is a five-year loan secured by real property and is due August 30, 2006. The second component of the bank debt is a $6 million revolving line of credit.

        As of July 31, 2002 Bionova Produce was in default on certain covenants relating to its revolving line of credit. Bionova Produce was able to cure this default and came back into compliance with the covenants of this loan facility in August. The principal on this $6 million revolving line (on which $1.4 million was outstanding on September 30, 2002) originally was due in full on September 30, but was extended to November 14, 2002, to permit Bionova Produce to complete a new set of financing facilities with its bank. While Bionova Produce is working with the bank on a further extension, since November 14^th has now passed, this facility is past due, though the bank has not yet declared an event of default.

        Bionova Produce has been in negotiations with the bank to secure new credit facilities with an aggregate limit of $10.5 million, including a new revolving line of credit. Though the bank has approved the loan facilities on a preliminary basis, certain terms are still being negotiated, and the facilities have not yet been secured.

Note 3—Net Loss per Common Share

        The weighted average number of common shares outstanding during the three and nine month periods ended September 30, 2002 and 2001 was 23,480,408 and 23,588,031, respectively. On a diluted basis, assuming Savia were to convert the 200 shares of preferred stock it currently holds into common, the weighted average number of common shares outstanding during the three and nine month periods ended September 30, 2002 and 2001 would have been 46,636,524 and 46,744,147, respectively.

        In addition, the following table sets forth the potential shares of common stock related to stock options that are not included in the diluted net income or loss per share attributable to common stockholders because to do so would be anti-dilutive for the periods indicated:

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Note 4—Inventories

        Inventories were comprised of the following:

Note 5—Assets Held for Sale

        Assets held for sale were comprised of the following:

        In July 2002, the land and greenhouse facilities in Brentwood, California were sold for $0.4 million (net of commission). The Company recorded a gain of $0.2 million in the third quarter of 2002 associated with the sale of this land.

Note 6—Goodwill and Intangible Assets

        The Company conducted a comprehensive impairment review at the end of 2001. Based on the review significant impairment charges were recorded in the fourth quarter of 2001, which reduced the Company's goodwill to zero and the net value of its patents and trademarks to $3.0 million at December 31, 2001. The patents and trademarks are included in net assets of discontinued operations.

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        Annual amortization expense on the Company's patents and trademarks is expected to be approximately $0.5 million in 2002. Pro forma net income and pro forma net income per share, excluding amortization, were the following:

        DNAP completed a major transaction in June 2002 in which it provided a non-exclusive license for its Transwitch technology and sold one of its patents. In return, DNAP received $1 million in cash. Since these patents were a significant component of the value of DNAP's patents and trademarks, DNAP recorded a $1 million reduction to this asset account to recognize the sale and value remaining in these assets.

Note 7—Segment Reporting

        For operating and financial reporting purposes, Bionova Holding Corporation (together with its subsidiaries, unless the context requires otherwise, "Bionova Holding" or the "Company") historically has classified its business into three fundamental areas: (1) Farming, which consists principally of interests in 100% Company-owned fresh produce production facilities and joint ventures or contract growing arrangements with other growers in Mexico; (2) Distribution, consisting principally of interests in sales and distribution companies in the United States, and Canada; and (3) Research and Development (or Technology), which until its shut down in June 2002 consisted of business units focused on the development of fruits and vegetables and intellectual properties associated with these development efforts.

        Information pertaining to the operations of these different business segments is set forth below. The Company evaluates performance based on several factors. The most significant financial measure used to evaluate business performance is business segment operating income. Inter-segment sales are accounted for at fair value as if the sales were to third parties. Segment information includes the allocation of corporate overhead to the various segments. All acquired goodwill prior to December 31, 2001 was pushed down to the companies and segments that had made the acquisitions. At

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December 31, 2001 Bionova Holding determined its goodwill had become impaired and a charge was recorded to write off all of the goodwill of the Company as of that date.

1.

Identifiable assets for segments are defined as total assets less cash in banks, deferred income taxes and investment in shares.

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        Reconciliation of the segments to total consolidated amounts is set forth below: