SOURCE: Agria Corporation

August 12, 2008 06:00 ET

Agria Reports Second Quarter 2008 Financial Results

BEIJING--(Marketwire - August 12, 2008) - Agria Corporation (NYSE: GRO) (the "Company" or "Agria"), an innovative China-based agri-solutions provider, today announced its financial results for the second quarter ended June 30, 2008.

Revenues for the second quarter of 2008 were RMB 143.3 million (US$20.9 million), as compared to revenues of RMB 160.7 million for the second quarter of 2007. In the second quarter of 2008, gross profit was RMB 64.3 million (US$9.4 million) as compared to RMB 99.8 million in the second quarter of 2007. In the second quarter of 2008, gross margins were 30%, 60% and 51% from the Company's corn seed, sheep breeding and seedling segments, respectively.

For the second quarter of 2008, net loss was RMB 687.2 million (US$100.2 million) or net loss of RMB 10.87 (US$1.59) per basic and diluted ADS, compared to net income of RMB 92.4 million in same period last year, or net income of RMB 1.85 and RMB 1.84 per basic and diluted ADS respectively. The net loss in the second quarter of 2008 is primarily due to the RMB 702.3 million (US$ 102.4 million) payment by our major shareholder, Brothers Capital Limited, to management of P3A (please refer to our press release dated June 2, 2008; the "P3A Payment"). This payment from our major shareholder, Brothers Capital Limited, to management of P3A resulted in a non-cash charge to Agria. The second quarter also reflects other share-based compensation expense of RMB 10.4 million (US$1.5 million), as well as the impact of recognizing a deferred income tax expense of RMB 13.7 million (US$2.0 million) relating to P3A in the second quarter of 2008, which did not exist in the same period in 2007. Excluding the above mentioned non-cash compensation expenses (the P3A Payment and other share-based compensation), net income for the second quarter of 2008 (non-GAAP) was RMB 25.5 million (US$3.7 million) or net income of RMB 0.40 (US$0.06) per basic and diluted ADS.

The Company had cash and cash equivalents of RMB 1.28 billion (US$187.3 million) as of June 30, 2008.

Kenneth Hua Huang, Agria's chief executive officer, commented, "We are encouraged with our improved performance as revenue in the second quarter of 2008 came in above prior guidance. As expected, revenue derived from our sheep breeding segment started to rebound in Q2 given the completion of our facility centralization and technology upgrade this past May. We expect continued improvement through the second half of the year as our operation is now geared-up. "

Business Outlook

Huang, stated, "Per typical seasonality, we expect corn seed sales to be nil in the third quarter with a resumption in sales in the fourth quarter. We are targeting sequential growth through the remainder of the year in sales derived from our sheep breeding segment. Per typical seasonality we would expect sales in our seedling segment to decline in the third quarter compared to the second quarter, followed by an uptick in the fourth quarter. As we look forward, our goal is to maximize company and shareholder value. We are focused on building Agria into one of the agri-solution industry's leading companies through the development of a strong research and development organization in each of our three business segments, through continued organic growth, the pursuit of acquisitions, and the establishment of the Agria brand in each of our business segments."

Based on current business conditions, Agria expects to generate total revenues in the range of approximately RMB 76 million (US$11 million) to RMB 80 million (US$11.7 million) for the third quarter of 2008, representing a year-on-year increase, as compared to RMB 73 million in the third quarter of 2007. For the full year 2008, Agria reiterates prior expectations for total revenues in the range of approximately RMB 738 million (US$108 million) to RMB 771 million (US$112 million), representing year-on-year growth in the range by approximately 10% to 15%, respectively. This forecast reflects Agria's current and preliminary view, which is subject to change, and is expected to be back-end weighted to the fourth quarter due to normal seasonality of the industry as corn seed revenue is typically nil in the third quarter with the major selling season occurring in the fourth quarter.

Convenience Currency Translation

The conversion of RMB into U.S. dollars in this release, made solely for the convenience of the reader, is based on the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. For the second quarter of 2008, the rate is as of June 30, 2008, which was RMB 6.8591 to US$1.0000. No representation contained herein is intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on June 30, 2008, or at any other date. The percentages stated in this press release are calculated based on RMB.

Investor Conference Call / Webcast Details

The dial-in number for the live audio call beginning on August 12, 2008 at 8:00 a.m. U.S. Eastern Time (8:00 p.m. August 12, 2008 in Beijing) is +1-201-689-8560. A live webcast of the conference call will be available on Agria's website at www.agriacorp.com.

A replay of the call will be available approximately 2 hours after the conclusion of the live call through midnight on August 26, 2008, U.S. Eastern Time (12 p.m., August 27, 2008 in Beijing) by telephone at +1-201-612-7415. To access the replay use conference ID#292551, with account #3055. A webcast replay will also be available at www.agriacorp.com.

About Agria Corporation

Agria Corporation (NYSE: GRO) is an innovative China-based agri-solutions provider focusing on research and development, production and distribution of three different types of upstream agricultural products. Its diversified portfolio of products comprises corn seeds, sheep breeding and seedlings, including proprietary products. The Company has access to approximately 27,000 acres of farmland in seven provinces and its extensive distribution network provides direct or third party distribution in 14 provinces. For more information about Agria Corporation, please visit www.agriacorp.com.

Safe Harbor Statement:

This announcement contains forward-looking statements. These statements 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.

Non-GAAP Financial Measures

To supplement our consolidated financial information prepared in accordance with U.S. GAAP, Agria Corporation uses non-GAAP measures of net income and earnings per share and per ADS, which are adjusted to exclude non-cash compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of non-GAAP Measures" set forth at the end of this release.

Agria believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding non-cash compensation expenses that may not be indicative of its operating performance from a cash perspective. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management's internal comparisons to Agria's historical performance and liquidity. Agria intends to compute its non-GAAP financial measures using the same consistent method from quarter to quarter. We believe these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using non-GAAP net income and earnings per share and per ADS excluding non-cash compensation expenses is that these non-GAAP measures exclude non-cash compensation charge that has been and may continue to be for the foreseeable future a significant recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

                          -- Tables Attached --



                            Agria Corporation
                  Consolidated Statements of Operations
         (In thousands of RMB, except per share and per ADS data)
                               (Unaudited)

                           Three months ended         Six months ended
                          30-June      30-June      30-June      30-June
                            2007         2008         2007         2008
Revenue:
Corn seeds                   40,867       62,989      133,853      164,897
Sheep breeding products      90,851       46,744      110,599       51,211
Seedlings                    28,995       33,529       34,955       41,602
                        -----------  -----------  -----------  -----------
Total revenue               160,713      143,262      279,407      257,710
                        -----------  -----------  -----------  -----------

Cost of revenue:
Corn seeds                  (27,138)     (44,013)     (80,395)    (105,772)
Sheep breeding products     (24,207)     (18,573)     (30,543)     (27,169)
Seedlings                    (9,526)     (16,369)     (10,679)     (17,536)
                        -----------  -----------  -----------  -----------
Total cost of revenue       (60,871)     (78,955)    (121,617)    (150,477)
                        -----------  -----------  -----------  -----------
Gross profit                 99,842       64,307      157,790      107,233

Operating expense
 (Note 1):
Selling expenses             (4,377)      (4,592)      (7,937)      (8,606)
General and
 administrative
 expenses                    (1,917)    (733,312)      (3,562)    (822,160)
Research and
 development expenses          (512)      (3,185)      (1,025)      (6,362)
                        -----------  -----------  -----------  -----------
Total operating
 expenses                    (6,806)    (741,089)     (12,524)    (837,128)
                        -----------  -----------  -----------  -----------

Operating profit/(loss)      93,036     (676,782)     145,266     (729,895)
Interest income                  71        7,856          150       18,427
Interest expense               (839)        (379)      (2,239)        (831)
Exchange loss                    --       (5,083)          --      (10,273)
Other income                    174          990          174          993
Other expense                    --         (138)          --       (4,329)
                        -----------  -----------  -----------  -----------
Income/(loss) before
 income tax                  92,442     (673,536)     143,351     (725,908)
Income tax                       --      (13,655)          --      (19,288)
                        -----------  -----------  -----------  -----------
Net income/(loss)            92,442     (687,191)     143,351     (745,196)
                        ===========  ===========  ===========  ===========

Earnings/(loss) per
 share:
-Basic                      RMB0.92     RMB(5.44)     RMB1.43     RMB(5.90)
-Diluted                    RMB0.92     RMB(5.44)     RMB1.43     RMB(5.90)
                        ===========  ===========  ===========  ===========

Weighted average number of ordinary shares outstanding:
-Basic                  100,000,000  126,400,000  100,000,000  126,400,000
-Diluted                100,237,363  126,400,000  100,119,337  126,400,000

Earnings/(loss) per ADS
 (Note 2):
-Basic                      RMB1.85    RMB(10.87)     RMB2.87    RMB(11.79)
-Diluted                    RMB1.84    RMB(10.87)     RMB2.86    RMB(11.79)
                        ===========  ===========  ===========  ===========

Note 1:
P3A cash payment
 included in G&A
 expense                         --      (62,340)          --     (126,992)
                        ===========  ===========  ===========  ===========

Share based
 compensation expense
 is included in:
General and
 administrative
 expenses                        --     (650,280)          --     (658,676)
Research and
 development expenses            --           (6)          --          (12)
Cost of revenue                  --          (75)          --         (156)
                        -----------  -----------  -----------  -----------
Total (Note a)                   --     (650,361)          --     (658,844)
                        ===========  ===========  ===========  ===========
Note a: Included in share-based compensation expense is an amount of
        RMB640,000, which relates to the P3A Payment.
Note 2: Each ADS represents two ordinary shares.



                            Agria Corporation
                 Consolidated Statements of Operations
         (In thousands of US$, except per share and per ADS data)
                                (Unaudited)

                                  Three months ended      Six months ended
                                             30-June               30-June
                                                2008                  2008
Revenue:
Corn seeds                                     9,183                24,041
Sheep breeding products                        6,815                 7,466
Seedlings                                      4,888                 6,065
                                  ------------------    ------------------
Total revenue                                 20,886                37,572
                                  ------------------    ------------------

Cost of revenue:
Corn seeds                                    (6,417)              (15,421)
Sheep breeding products                       (2,708)               (3,961)
Seedlings                                     (2,386)               (2,556)
                                  ------------------    ------------------
Total cost of revenue                        (11,511)              (21,938)
                                  ------------------    ------------------
Gross profit                                   9,375                15,634

Operating expense (Note 1):
Selling expenses                                (669)               (1,255)
General and administrative expenses         (106,911)             (119,864)
Research and development expenses               (464)                 (927)
                                  ------------------    ------------------
Total operating expenses                    (108,044)             (122,046)
                                  ------------------    ------------------

Operating loss                               (98,669)             (106,412)
Interest income                                1,145                 2,686
Interest expense                                 (55)                 (121)
Exchange loss                                   (741)               (1,498)
Other income                                     144                   145
Other expense                                    (20)                 (631)
                                  ------------------    ------------------
Loss before income tax                       (98,196)             (105,831)
Income tax                                    (1,991)               (2,812)
                                  ------------------    ------------------
Net loss                                    (100,187)             (108,643)
                                  ==================    ==================

Loss per share:
-Basic                                      US$(0.79)             US$(0.86)
-Diluted                                    US$(0.79)             US$(0.86)
                                  ==================    ==================
Weighted average number of ordinary shares outstanding:
-Basic                                   126,400,000           126,400,000
-Diluted                                 126,400,000           126,400,000

Loss per ADS (Note 2):
-Basic                                      US$(1.59)             US$(1.72)
-Diluted                                    US$(1.59)             US$(1.72)
                                  ==================    ==================

Note 1:
P3A cash payment included in G&A
 expense                                      (9,089)              (18,514)
                                  ==================    ==================

Share based compensation expense
 is included in:
General and administrative
 expenses                                    (94,805)              (96,029)
Research and development
 expenses                                         (1)                   (2)
Cost of revenue                                  (11)                  (23)
                                  ------------------    ------------------
Total (Note a)                               (94,817)              (96,054)
                                  ==================    ==================
Note a: Included in share-based compensation expense is an amount of
US$93,307, which relates to the P3A Payment.

Note 2: Each ADS represents two ordinary shares.



                         Agria Corporation
                Reconciliation of Non-GAAP measures
       (In thousands of RMB, except per share and per ADS data)
                           (Unaudited)

                              Three months ended       Six months ended
                              30-June     30-June     30-June     30-June
                               2007        2008        2007        2008

Net income/(loss)                92,442   (687,191)     143,351   (745,196)
Non-cash compensation
 expense (Note 1)                    --    712,701           --    785,836
                            ----------- ----------  ----------- ----------

Non-GAAP net income              92,442     25,510      143,351     40,640
                            =========== ==========  =========== ==========

Net income/(loss) per ADS -
 basic                          RMB1.85  RMB(10.87)     RMB2.87  RMB(11.79)
Net income/(loss) per ADS -
 diluted                        RMB1.84  RMB(10.87)     RMB2.86  RMB(11.79)
                            =========== ==========  =========== ==========

Non-GAAP net income per ADS
 - basic                        RMB1.85    RMB0.40      RMB2.87    RMB0.64
Non-GAAP net income per ADS
 - diluted                      RMB1.84    RMB0.40      RMB2.86    RMB0.64
                            =========== ==========  =========== ==========

Weighted average shares
 used in calculating
 non-GAAP basic net income
 per ADS                     50,000,000 63,200,000   50,000,000 63,200,000
Weighted average shares
 used in calculating
 non-GAAP diluted net
 income per ADS              50,118,682 63,219,482   50,059,669 63,209,741



                        Agria Corporation
                Reconciliation of Non-GAAP measures
      (In thousands of US$, except per share and per ADS data)
                           (Unaudited)

                                                      Three            Six
                                               months ended   months ended
                                                    30-June        30-June
                                                       2008           2008

Net loss                                           (100,187)      (108,643)
Non-cash compensation expense (Note 1)              103,906        114,568
                                               ------------   ------------

Non-GAAP net income                                   3,719          5,925
                                               ============   ============

Net loss per ADS - basic                           US$(1.59)      US$(1.72)
Net loss per ADS - diluted                         US$(1.59)      US$(1.72)
                                               ============   ============

Non-GAAP net income per ADS - basic                 US$0.06        US$0.09
Non-GAAP net income per ADS - diluted               US$0.06        US$0.09
                                               ============   ============

Weighted average shares used in calculating
 non-GAAP basic net income per ADS               63,200,000     63,200,000
Weighted average shares used in calculating
 non-GAAP diluted net income per ADS             63,219,482     63,209,741

Note 1: Non-cash compensation in the 3 and 6 month periods of 2008 includes
compensation charge of RMB 702,340 (US$102,396) and RMB 766,992
(US$111,821), respectively, related to the P3A Payment.

Note 2: Each ADS represents two common shares.



                         Agria Corporation
                     Consolidated Balance Sheets
                          (In thousands)

                                         (Audited)   (Audited)  (Unaudited)
                                           31-Dec      31-Dec      30-June
                                             2006        2007         2008
                                             (RMB)       (RMB)        (US$)
ASSETS
Current assets:
Cash and cash equivalents                  42,782   1,387,153      187,315
Accounts receivable (net of
 allowance for doubtful accounts)         156,440     200,757       23,366
Inventories                                58,007      59,937        5,013
Prepayments and other current assets       22,584      48,626        8,224
Amounts due from related parties            1,059         557          587
                                     ------------ -----------  -----------
Total current assets                      280,872   1,697,030      224,505
                                     ------------ -----------  -----------

Non-current assets:
Property, plant and equipment, net         40,126      65,680       11,494
Investment                                    205         205           30
Intangible assets, net                     74,437     189,499       48,192
Non-current prepayments                        --      14,127        1,190
Deferred tax assets                            --         529           77
Other assets, net                          94,836     104,466       14,545
                                     ------------ -----------  -----------
Total non-current assets                  209,604     374,506       75,528
                                     ------------ -----------  -----------
Total assets                              490,476   2,071,536      300,033
                                     ============ ===========  ===========

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term bank borrowings                 36,900      15,160        1,283
Long-term bank borrowing, current
 portion                                    1,500          --           --
Accounts payable                           27,161       9,011          149
Accrued expenses and other
 liabilities                               14,907      31,471        5,633
Deferred revenue                               --       1,122           --
Amount due to a shareholder                29,992          --           --
Amounts due to related parties             16,884         212           --
                                     ------------ -----------  -----------
Total current liabilities                 127,344      56,976        7,065
                                     ------------ -----------  -----------

Non-current liabilities:
Deferred tax liability                         --     157,561       25,783
Amounts due to related parties              8,996       8,792        1,282
                                     ------------ -----------  -----------
Total non-current liabilities               8,996     166,353       27,065
                                     ------------ -----------  -----------
Total liabilities                         136,340     223,329       34,130
                                     ------------ -----------  -----------


Shareholders’ equity:
Paid-up capital                                --          --           --
Additional paid-in capital                  8,098   1,561,933      343,454
Statutory reserves                         76,953      76,953       11,352
Accumulated other comprehensive loss           --      (9,421)     (12,150)
Retained earnings /  (accumulated
 loss)                                    269,085     218,742      (76,753)
                                     ------------ -----------  -----------
Total shareholders’ equity                354,136   1,848,207      265,903
                                     ------------ -----------  -----------
Total liabilities and shareholders’
 equity                                   490,476   2,071,536      300,033
                                     ============ ===========  ===========

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