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 August 2015
Commission File Number: 001-33766
_______________________
AGRIA CORPORATION
_______________________
9th Floor, Phase 1, Austin Tower
22-26A Austin Avenue, Tsim Sha Tsui, Kowloon
Hong Kong
(Address of principal executive offices)
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 ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
AGRIA CORPORATION
FORM 6-K
TABLE OF CONTENTS
SIGNATURE
Exhibit Index
Exhibit 99.1
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.
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Agria Corporation |
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By: |
/s/ Wah Kwong Tsang |
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Name: Wah Kwong Tsang
Title: Director, as duly authorized signatory |
Date: August 21, 2015
Exhibit Index
Exhibit No. |
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Description |
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Exhibit 99.1 |
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Press Release |
Exhibit 99.1
Agria
Reports Financial Results for the Fiscal Year Ended June 30, 2015
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Operating Profit Up 29% Excluding Foreign Currency Impact -
Hong Kong, China – August 21,
2015 – Agria Corporation (NYSE: GRO) (the “Company” or “Agria”), a global agricultural company,
today announced its financial results for the fiscal year ended June 30, 2015.
Note: All figures refer to the fiscal
year 2015 unless otherwise noted. All comparisons are to the fiscal year 2014 unless otherwise noted.
Financial Highlights:
| w | Revenue was $944.7 million, a decrease of 7.7%. Excluding changes in foreign currency exchange
rates, revenue decreased 1.1% to $1.0 billion. Revenue decreased 16% in Seed and Grain, 5% in Crop Protection, Nutrients and Merchandise,
and increased 2% for Rural Services. |
| w | Operating profit was $41.3 million, an increase of 19.3%. Excluding
changes in foreign currency exchange rates, operating profit increased 29% to $44.8 million. Operating profit increased 22% in
Seed and Grain, while declining 4% in Crop Protection, Nutrients and Merchandise and 9% in
Rural Services. Operating profit growth was driven by gross margin expansion of 130 basis points to 26.6%. |
| w | Net profit was $14.7 million, a decrease of 43.8%. The decrease in net profit reflects the negative
impact of changes in foreign currency exchange rates, a decline in income from non-operating items, increased financing costs,
and higher income tax expense. Net profit attributable to shareholders decreased 107.6% to loss of $0.5 million, or loss of $0.004
per share. |
Mr. Alan Lai, Agria’s Executive Chairman,
commented, “We are pleased to announce our fiscal 2015 financial results, as we once again delivered operating profit growth
amidst challenging market conditions. We continue to emphasize profitability and operational efficiency over revenue growth as
a core strategy for managing our business. Our results this year were impacted by unfavorable changes in the NZD/USD exchange rate.
However for fiscal year 2015, our operating profit was up 19% over fiscal 2014, despite an 8% decrease in revenue. This growth
was driven by Seed and Grain, for which operating profit increased by an impressive 22% over the prior fiscal year.”
Mr. Lai continued, “Meanwhile, our
subsidiary PGG Wrightson announced several new partnerships and acquisitions in the second half of the year to help us continue
to advance our international footprint and strengthen our position for future growth. Notably, our recently-acquired interest in
Agrocentro Uruguay serves as an integral component in our expansion in South America, which is a high potential market for us.
We continue to evaluate new opportunities to strategically expand our business, and fuel sustainable and profitable growth for
the years to come.”
Business Highlights
The following table summarizes the results
of business segments for the fiscal years ended June 30, 2015 and 2014.
(In conformity with IFRS as issued by
the IASB)
| |
Revenue | | |
Operating Profit | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
US$’000 | | |
US$’000 | | |
US$’000 | | |
US$’000 | |
Seed & Grain | |
| 323,547 | | |
| 384,930 | | |
| 28,716 | | |
| 23,523 | |
Crop Protection, Nutrients & Merchandise | |
| 384,706 | | |
| 406,327 | | |
| 21,484 | | |
| 22,484 | |
Rural Services | |
| 236,461 | | |
| 232,314 | | |
| 19,935 | | |
| 21,794 | |
Corporate | |
| - | | |
| - | | |
| (28,793 | ) | |
| (33,149 | ) |
Total | |
| 944,714 | | |
| 1,023,571 | | |
| 41,342 | | |
| 34,652 | |
Seed and Grain
Operating profit of $28.7 million was 41%
of the group total before corporate overhead, and was up 22%. Revenue was $323.5 million, which constituted 34% of group revenue,
and was down 16%. The Company’s focus on more profitable sales in this segment resulted in profit growth despite a decline
in sales. Seed sales were strong in New Zealand and Australia, and were driven largely by higher-margin products, such as proprietary
herbs and legumes. The Company’s strategic shift in product mix contributed to the increase in operating margin, compared
to fiscal 2014. However South America experienced extremely wet conditions during fiscal 2015, which reduced demand for both crop
seed and agricultural chemicals.
Crop Protection, Nutrients, and Merchandise
Operating profit of $21.5 million was 31% of the group total
before corporate overhead, and was down 4%. Revenue was $384.7 million, which constituted 41% of group revenue, and was down 5%.
Revenue decline was due to the negative impact of changes in foreign currency exchange rates. Excluding this impact, operating
profit increased due to strong performance in retail sales for Rural Supplies, Fruitfed and Agritrade businesses in New Zealand
and Australia. Retail sales were down in the second half of the fiscal year, which is the typical seasonal pattern.
Rural Services
Operating profit of $19.9 million was 28%
of the group total before corporate overhead, and was down 9%. Revenue was $236.5 million, which constituted 25% of group revenue,
and was up 2%. The decrease in operating profit was driven by the Company’s Real Estate business due to fewer farm listings
coming to market compared to the prior fiscal year, as well as lower activity in dairy herd sales and reduced lamb prices. This
was partially offset by high beef prices and strong demand from cattle processors in the Livestock business. Livestock profit grew
almost 9%, on revenue growth of 5%. Profit from Other Rural Services was down 25% due to the reduced Real Estate market. Wool profits
were largely in line with fiscal 2014.
Conference Call
Agria will discuss its financial results and outlook in a conference
call on August 21, 2015 at 8:30 a.m. Eastern Time/8:30 p.m. Beijing time. The call will be hosted by Mr. John Fulton, Chief Financial
Officer, and Mr. Kean Seng U, Head of Corporate and Legal Affairs. Investors interested in participating in the live call should
dial +1 (719) 325-2435 and enter passcode 5708017. A simultaneous live webcast will be available on the Company’s website
at www.agriacorp.com. A replay of the call will be available either via telephone or webcast until August 28, 2015. The telephone
replay can be accessed by dialing +1 (858) 384-5517 and entering passcode 5708017. The webcast replay can be accessed in the Investor
Center on the Company’s website.
About Agria Corporation
Agria (NYSE: GRO) is a global agricultural company with three
principal business segments: Seed and Grain; Crop Protection, Nutrients and Merchandise; and Rural Services. The Seed and Grain
segment is engaged in research and development, production and sale of a broad range of seed products and trading of seed and grain
products globally. The Crop Protection, Nutrients and Merchandise segment operates an extensive chain of retail stores that supply
farm input materials. The Rural Services segment provides livestock trading, wool trading, irrigation and pumping, real estate
agency and other agriservices. For more information about Agria Corporation, please visit www.agriacorp.com.
Safe Harbor Statement:
This announcement contains forward-looking statements. These
statements, including the management’s commentary, are made under the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” “confident” and similar statements. Agria may also make written or oral forward-looking statements
in its periodic reports to the U.S. Securities and Exchange Commission on Forms 20-F and 6-K, etc., in its annual report to shareholders,
in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties.
Statements that are not historical facts, including statements about Agria’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual
results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include,
but are not limited to, those risks outlined in Agria’s filings with the U.S. Securities and Exchange Commission. All information
provided in this press release is as of the date of this announcement unless otherwise stated and Agria does not undertake any
obligation to update any forward-looking statement, except as required under applicable law.
Contact:
ICR, LLC
Bill Zima
Phone (U.S.): +1 (203) 682-8233
Phone (China): +86 139 1167 3120
Email: bill.zima@icrinc.com
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
(UNAUDITED)
(In conformity with IFRS as issued by the IASB) | |
For the year ended June 30, | |
| |
2015 | | |
2014 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Revenue | |
| 944,714 | | |
| 1,023,571 | |
Cost of sales | |
| (693,804 | ) | |
| (764,995 | ) |
Gross profit | |
| 250,910 | | |
| 258,576 | |
Other income | |
| 312 | | |
| 237 | |
Operating expenses | |
| (209,880 | ) | |
| (224,161 | ) |
Operating profit | |
| 41,342 | | |
| 34,652 | |
Equity accounted earnings of associates | |
| 140 | | |
| 2,094 | |
Non-operating items | |
| (1,891 | ) | |
| 4,750 | |
Fair value adjustments | |
| (18 | ) | |
| 1,089 | |
Profit before interest and tax | |
| 39,573 | | |
| 42,585 | |
Net interest and finance costs | |
| (12,318 | ) | |
| (9,285 | ) |
Profit before tax | |
| 27,255 | | |
| 33,300 | |
Income tax | |
| (12,567 | ) | |
| (7,153 | ) |
Profit for the year | |
| 14,688 | | |
| 26,147 | |
| |
| | | |
| | |
Attributable to: | |
| | | |
| | |
Equity holders of the Company | |
| (451 | ) | |
| 5,896 | |
Non-controlling interests | |
| 15,139 | | |
| 20,251 | |
| |
| 14,688 | | |
| 26,147 | |
Earnings/(loss) per ordinary share (US$) | |
| | | |
| | |
Basic | |
| (0.004 | ) | |
| 0.05 | |
Diluted | |
| (0.004 | ) | |
| 0.05 | |
| |
| | | |
| | |
No. of ordinary shares outstanding | |
| 110,766,600 | | |
| 110,766,600 | |
| |
| | | |
| | |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(UNAUDITED)
(In conformity with IFRS as issued by the IASB) | |
As at June 30 | | |
As at June 30 | |
| |
2015 | | |
2014 | |
| |
US$’000 | | |
US$’000 | |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
| 9,886 | | |
| 13,958 | |
Accounts receivable, prepayments and other current assets | |
| 189,938 | | |
| 223,274 | |
Inventories and biological assets | |
| 180,644 | | |
| 217,607 | |
Total current assets | |
| 380,468 | | |
| 454,839 | |
| |
| | | |
| | |
Non-current assets: | |
| | | |
| | |
Property, plant and equipment, net | |
| 88,993 | | |
| 104,603 | |
Intangible assets | |
| 6,899 | | |
| 7,348 | |
Goodwill | |
| 3,299 | | |
| 3,278 | |
Other non-current assets | |
| 10,846 | | |
| 23,314 | |
Deferred tax asset | |
| 8,386 | | |
| 9,658 | |
Total non-current assets | |
| 118,423 | | |
| 148,201 | |
Total assets | |
| 498,891 | | |
| 603,040 | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Short-term bank borrowings and current portion of long-term bank borrowings | |
| 54,160 | | |
| 38,864 | |
Accounts payable, accrued expenses and other liabilities | |
| 201,310 | | |
| 226,854 | |
Total current liabilities | |
| 255,470 | | |
| 265,718 | |
| |
| | | |
| | |
Non-current liabilities: | |
| | | |
| | |
Long-term bank borrowing, net of current portion | |
| 60,785 | | |
| 79,142 | |
Other long-term liabilities | |
| 15,118 | | |
| 42,367 | |
Total non-current liabilities | |
| 75,903 | | |
| 121,509 | |
Total liabilities | |
| 331,373 | | |
| 387,227 | |
| |
| | | |
| | |
Equity: | |
| | | |
| | |
Equity of the Company | |
| 56,602 | | |
| 75,286 | |
Non-controlling interests | |
| 110,916 | | |
| 140,527 | |
Total equity | |
| 167,518 | | |
| 215,813 | |
Total liabilities and equity | |
| 498,891 | | |
| 603,040 | |
Statement Regarding Unaudited Financial Information
The unaudited financial information set
forth above is subject to adjustments that may be identified when audit work is completed on our year-end financial statements,
which could result in significant differences from this unaudited financial information.
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