GRO Agria Corp. American Depositary Shares

 

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. 

 

	Agria Corporation
	By:	/s/ Wah Kwong Tsang
		Name:  Wah Kwong Tsang Title:     Director, as duly authorized signatory

  

 

Date: August 21, 2015

 

 

 

 

Exhibit Index

 

Exhibit No.		Description
Exhibit 99.1		Press Release

 

 

 

 

Exhibit 99.1

 

 

 

 

 

Agria Reports Financial Results for the Fiscal Year Ended June 30, 2015

 

- 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.