Ros Agro S Regulatory News (AGRO)

19 March 2018

ROS AGRO financial results for 12M 2017 and Q4 2017

19 March 2018 - Today ROS AGRO PLC (the "Company"), the holding company of Rusagro Group (the "Group"), a leading Russian diversified food producer with vertically integrated operations, has announced the financial results for the year ended 31 December 2017.

12M 2017 Highlights

- Sales amounted to RR 79,058 million (US$ 1,356 million1), a decrease of RR 5,199 million compared to 12M 2016;

- Adjusted EBITDA2 amounted to RR 13,955 million (US$ 239 million), a decrease of RR 4,250 million compared to 12M 2016;

- Adjusted EBITDA margin decreased from 22% in 12M 2016 to 18% in 12M 2017;

- Net profit for the period amounted to RR 5,563 million (US$ 95 million);

- Net debt position3 as of 31 December 2017 amounted to RR 6,604 million (US$ 115 million);

- Net Debt/ Adjusted EBITDA (LTM4) as of 31 December 2017 was 0.47x.

Commenting on the results, Maxim Basov, a member of the Board of Directors of ROS AGRO PLC and CEO of the Group, said:

"In Q4 2017 meat division enjoyed high price for meat, low price for grain and improved marginality in processing. Expansion projects in Tambov and Far East will lead to the sow increase in 2018. Meat processing turned into profit. Sugar and agricultural divisions had record production results but the lowest marginality in history due to low prices of sugar and grain. Large fall in net income for the quarter year-to-year is a result of low value of retained agricultural crop. Oil and fat division returned to profitability with good outlook for 2018."

Key consolidated financial performance indicators

*Net profit for the period is affected by non-cash loss on revaluation of biological assets and agricultural produce. See details in business-sections below. Net profit for the period excl. effect of biological assets and agricultural produce revaluation amounted to RR 8,539 million in 12M 2017 and RR 2,895 million in Q4 2017 (12M 2016: RR 13,896 million; Q4 2016: RR 5,266 million), a decrease of RR 5,357 million or 39% compared to 12M 2016 and RR 2,371 million or 45% compared to Q4 2016.

Key financial performance indicators by segments

Sugar Segment

The financial results of the sugar segment for 12M 2017 and Q4 2017 compared to 12M 2016and Q4 2016 respectively are presented in the table below:

Sales revenue decreased in 12M 2017 compared to 12M 2016 mainly due to sugar sales price decreased by 23%. Buckwheat, rice and oatmeal sales volume decreased by 13 thousand tons. Revenue decrease was partially compensated by growth in sales volume of sugar by 34 thousand tons and increase of cereal products sales prices.

Sales revenue decreased in Q4 2017 compared to Q4 2016 mainly due to lower sugar and molasses sales price and decrease in sales volume of sugar, buckwheat and oatmeal.

Sugar sales, production volumes and average sales prices per kilogram (excl. VAT) wereas follows:

Distribution and selling expenses in 12M 2017 compared to 12M 2016 increased by RR 337 million mainly due to transportation and loading expenses, payroll and advertising expenses. Changes in transportation expenses related to increased export sales. In 12M 2017 advertising expenses increased due to TV-advertising of sugar brands.

An increase in General and administrative expenses in 12M 2017 by RR 312 million compared to the respective period of 2016 includes RR 79 million of an increase attributed to three sugar plants and a buckwheat processing plant that joined the Group in May 2016. The financial results of the new plants are included in the consolidated segment's results starting 1 June 2016.

The remaining increase in General and administrative expenses mainly relates to higher payroll costs connected with the increase in number of employees in the management company, which also correlates with the acquisition of new plants, and higher average salary.

The sales price decline was the main reason of a negative dynamics in profitability of the segment.

Meat Segment

The financial results of the meat segment for 12M 2017 and Q4 2017 compared to 12M 2016and Q4 2016 respectively are presented in the table below:

Sales in the meat segment increased by 15% in 12M 2017 compared to the respective periods of prior year because of an increase in sales volume of processed pork and an increase in sales prices of livestock pigs and processed pork. Overall sales volume increased due to increase in livestock population and the average weight of pigs.

Sales in the meat segment decreased by 1% in Q4 2017 compared to the respective periods of prior year because of a decrease in sales prices of livestock pigs and processed pork.

Pork sales volumes and the average pork sales prices per kilogram (excl. VAT) were as follows:

Net loss on revaluation of biological assets and agricultural produce in 12M 2017 resulted mainly from a decrease in market prices for live pigs during 12M 2017 and a respective decrease in fair value of livestock in the closing balance compared to the beginning of the year. In 12M 2016 an increase in live pigs market prices was accompanied by an increase in cost due to higher grain and other feed components prices. A increase in net gain from the revaluation of biological assets in Q4 2017 against Q4 2016 is attributed to an increase in prices during Q4 2016 with nearly flat prices in Q4 2017.

An increase in Distribution and selling expenses in 12M 2017 and Q4 2017 compared to prior year periods includes an increase in transportation costs as a result of higher sales volume of processed pork, an increase in payroll costs related to growth in staff of logistic department and an increase in marketing expenses due to promotion of "Slovo miaysnika" brand.

A decrease in General and administrative expenses in 12M 2017 by RR 53 million includes RR 106 million of an increase in payroll costs and RR 162 million of a decrease in property tax expenses. In 12M 2017 the Group recognised gain from reverse of property tax for 2016 resulted from tax relief legally confirmed in Q1 2017. General and administrative expenses decreased in Q4 2017 compared to Q4 2016 by 6% due to a decrease in payroll expenses.

Other operating income, net includes income from reimbursement of operating expenses (government grants), which is lower by RR 66 million in 12M 2017 compared to the prior year periods.

Agricultural Segment

As at 31 December 2017 the segment's area of controlled land stands at 675 thousand hectares(31 December 2016: 665 thousand hectares). The financial results of the agricultural segment for 12M 2017 and Q4 2017 compared to 12M 2016 and Q4 2016 respectively are presented below:

A significant decrease in sales prices had the main negative impact on lower Sales in 12M 2017and Q4 2017 compared to 12M 2016 and Q4 2016, which was partly compensated by higher sales volume of certain crops resulted from the increase in land bank cultivated and increase in yields.

Sales volumes by product were as follows:

The average sale prices per kilogram (excl. VAT) were as follows:

Net loss on revaluation of biological assets and agricultural produce in 12M 2017 represents the gain recognised from revaluation of crops for 2017 harvest, which is turned over into the loss by the realisation of gain from revaluation of 2016 crops harvest remained in stock as at 31 December 2016 and being sold to customers during 2017. Significant drop in sales prices of crops in the current year resulted in lower gain recognised on revaluation of the 2017 harvest against 2016.

Net gain/ (loss) on revaluation of crops and its subsequent realisation do not affect the Adjusted EBITDA figure.

Distribution and selling expenses increased by RR 1,516 million or 55% in 12M 2017 and by RR 762 million or 41% against 2016 due to higher volumes of crops sold during the current year. Higher crops sales caused an increase in transportation and loading services and fuel expenses. Further, there was an increase in crops storage expenses as volumes of harvest remaining in stock as at 31 December 2016 were higher compared to 2015.

General and administrative expenses increased by RR 195 million in 12M 2017 (Q4 2017: RR 35 million) against comparatives in 2016, which is attributed to the higher payroll costs as a result of higher number of employees in administrative function and an increase in average salaries.

Other operating income decreased in 12M 2017 against 2016 due to a lower value of operating expenses reimbursed (government grants) by RR 275 million, expenses provided for lost harvest in amount of RR 82 million against RR 63 million of gain (part of provision for lost harvest was released in prior year), which was compensated by RR 44 million increase in operating foreign exchange gain and RR 126 million increase in gain from disposal of PPE and sales of materials.

Oil and Fat segment

The financial results of the oil and fat segment for 12M 2017 and Q4 2017 compared to 12M 2016 and Q4 2016 respectively are presented below:

The breakdown of Sales, Gross profit and Adjusted EBITDA between the Samara oil plant, the Ekaterinburg fat plant and Far East operations is as follows:

Intra-segment sales include sales of bulk oil from Samara oil plant and bulk and bottled oil from Far East to Ekaterinburg fat plant.

Sales volumes to third parties by product were as follows:

The average sale prices per kilogram (excl. VAT) for sales to third parties were as follows:

Decrease in Distribution and selling expenses by RR 902 million in 12M 2017 (Q4 2017: RR 555 million) compared to the respective periods of previous year is attributed to the limitation of marketing and brands promotion at Ekaterinburg fat plant including restrictions in trade marketing activities provided by the retailers in 2017.

A decrease in Adjusted EBITDA of Samara oil plant and Far East in 12M 2017 relates to a drop in sales prices that was partly compensated by a decrease in raw materials costs (sunflower seeds and soybeans).

Key consolidated cash flow indicators (not IFRS presentation*)

The key consolidated cash flow indicators presented according to management accounts methodology were as follows:

(*) See Appendix 4

The main investments in property, plant and equipment and inventories intended for construction in 12M 2017 were made in the agriculture segment in the amount of RR 6,219 million (12M 2016: RR 5,145 million), related to purchases of machinery and equipment and in the Meat segment in the amount of RR 6,283 million (12M 2016: RR 8,066 million), related to the construction project in the Tambov and Far East regions. Significant investments were also made in Sugar segment in the amount of RR 3,387 million (12M 2016: RR 2,504 million) in modernization of sugar plants. Investments in the Oil and Fat segment amounted to RR 1,570 million (12M 2016: RR 951 million).

Debt position and liquidity management

Net finance income/ (expense)

In 2017 the Group continued to enjoy benefits from the state agriculture subsidies programme.In 12M 2017 RR 1,253 million of subsidies received covered 35% of gross interest expense. In addition, in 2017 the Group received bank loans with decreased preferential interest rates under the new programme of government support. Under this programme, the government provides subsidies to the banks to compensate the loss of income on credits with decreased interest rates, given by the banks to agricultural producers. In 12M 2017 IFRS accounts these credits are accounted for according to its face value with no adjustments to prevailing market rates. The differences between nominal and market interest rate is recognized as interest expenses and government grants in a statement of comprehensive income or in a statement of financial position.

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(1) The exchange rates used for translation of RR amounts into USD represent average Central Bank official exchange rate for the respective reporting period for income, expenses and profits and the Central Bank official exchange rate as at the reporting date for balance figures.

(2) Adjusted EBITDA is defined as operating profit before taking into account (i) depreciation included in operating profit, (ii) other operating income/ (expenses), net (other than reimbursement of operating costs (government grants)), (iii) net gain/ (loss) on revaluation of biological assets and agricultural produce, (iv) provision/ (reversal of provision) for net realizable value of agricultural products in stock, (v) share-based remuneration (see Appendix 2 for the detailed calculation of Adjusted EBITDA). Adjusted EBITDA is not a measure of financial performance under IFRS. It should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and service debt.

(3) The Group determines the net debt as short-term borrowings and long-term borrowings less cash and cash equivalents, bank deposits, bank promissory notes and bonds held for trading.

(4) LTM - The abbreviation for the "Last twelve months".

Note:

ROS AGRO PLC (LSE: AGRO) - a holding company of Rusagro Group, a leading Russian diversified food producer with vertically integrated operations in the following branches:

Sugar:

We are a leading Russian sugar producer, producing sugar on nine production sites from sugar beet. We produce white and brown cube sugar and packaged sugar sold under the brands Chaikofsky, Russkii Sakhar, Mon Cafe and Brauni. Our sugar segment is vertically integrated with sugar beet cultivation in our agriculture segment, through which we strive to ensure a consistent supply of sugar beets. We also operate a cereal plant and sell buckwheat and rice under the brand Tyoplye Traditsii.

Meat:

According to the National Union of Pig Breeders, we are the third largest pork producer in Russia on the ground of relative production volumes for 2017. We have implemented best practices in biosecurity at our pig farms.

Agricultural:

The Group currently controls what it believes to be one of the largest land banks among Russian agriculture producers, with 675 thousand hectares of land under our control located in the highly fertile Black Earth region of Russia (in the Belgorod, Tambov and Voronezh regions)and in the Far East Primorie region. Land and production sites are strategically located withinthe same regions to optimize efficiency and minimize logistical costs. We believe we are oneof the major sugar beet producers in Russia, and our agricultural segment also produces winter wheat and barley, sunflower products and soybeans. These products are partially consumedby the meat segment, supporting a synergistic effect and lowering price change risk.

Oil and Fat:

We are a leading producer of mayonnaise and consumer margarine in Russia, such as "Provansal EZhK" and "Schedroe Leto". In January 2013 the Company has begun production of mayonnaise under brand "Mechta Khozyayki". Our oil extraction plant located in Samara (Samara oil plant) enables us to control the source of 100% of the vegetable oil required by our oil and fats production plant in Ekaterinburg (Ekaterinburg fat plant).

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements do not relate to historical or current events,or to any future financial or operational activity of the Group.

By their nature, forward-looking statements involve risk and uncertainty because they relateto future events and circumstances, a number of which are beyond the Rusagro Group's control. As a result, actual future results may differ materially from the plans and expectations set outin these forward-looking statements.

The Group undertakes no obligation to release the results of any revisions to any forward-looking statements that may occur due to any change in its expectations or to reflect eventsor circumstances after the date of this document.

Rusagro management is organizing a conference call about its 12M and Q4 2017 financial results for investors and analysts.

Details of call:

Contacts:

Appendix 1. Сonsolidated statement of comprehensive income for the Year ended 31 December 2017 (in RR thousand)

Appendix 2. Segment information for the Year ended 31 December 2017 (in RR thousand)

* Non-IFRS measure

Appendix 2 (continued). Segment information for the Year ended 31 December 2016 (in RR thousand)

* Non-IFRS measure

Appendix 3. Consolidated statement of financial position as at 31 December 2017(in RR thousand)