FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
December 6, 2004

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

Commission file number:  333-14278

 

WIMM-BILL-DANN FOODS OJSC

(Exact name of Registrant as specified in its charter)

 

Russian Federation

(Jurisdiction of incorporation or organization)

 

16, Yauzsky Boulevard
Moscow 109028
Russian Federation

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F

ý

 

Form 40-F

o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes

o

 

No

ý

 

 



 

 

WIMM-BILL-DANN FOODS OJSC ANNOUNCES

9 MONTHS 2004 FINANCIAL RESULTS

 

Moscow, Russia – December 2, 2004 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the nine months ended September 30, 2004.

 

During the first nine months of 2004, Wimm-Bill-Dann’s sales increased 26.9% compared to the same period last year. Gross profit increased 18.2% year-on-year, while gross margins for the group declined to 28.4% in the first nine months of 2004 from 30.4% during the same period last year. Adjusted EBITDA* increased 21.1% compared to the same period last year, while net income fell 9.6%.

 

Commenting on today’s announcement, Sergei Plastinin, CEO of Wimm-Bill-Dann Foods OJSC, said: “While maintaining strong top line growth, we continue to further enhance our overall operations to reflect a more costly and competitive marketplace, which has evolved in Russia today. Dairy gross margins in the third quarter showed lower year-on-year deterioration than during the first six months of 2004 despite the growing price of raw milk. Dairy sales in the nine months of 2004 continued to post strong growth of 34.3%, well above the growth rate of the Russian dairy market, while our regional coverage continue to expand. Juice sales grew 9% in the nine months of 2004, 36.2% year-on-year in the third quarter, with juice gross margins showing a noticeable improvement during the third quarter year-on-year. Due to cost control measures we are undertaking throughout the company and despite higher property taxes and a general increase in the cost of doing business, our selling and distribution expenses stayed flat as a percentage of sales despite, general and administrative expenses decreased slightly as a percentage of sales while growth in absolute terms, compared to the same period last year, was slower than in the previous quarters. EBITDA showed a healthy 21.1% increase.”

 

Key Operating and Financial Indicators of 9m 2004

 

 

 

9m ‘04

 

9m ‘03

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

Sales

 

868.9

 

684.6

 

26.9

%

Dairy

 

644.2

 

479.5

 

34.3

%

Juice

 

222.2

 

203.8

 

9.0

%

Water

 

2.5

 

1.2

 

 

Gross profit

 

246.4

 

208.4

 

18.2

%

Selling and distribution expenses

 

(126.8

)

(100.2

)

26.5

%

General and administrative expenses

 

(66.5

)

(57.7

)

15.3

%

Operating income

 

48.6

 

44.8

 

8.5

%

Financial income and expenses, net

 

(14.7

)

(13.1

)

12.2

%

Net income

 

18.8

 

20.8

 

(9.6

)%

Adjusted EBITDA*

 

80.9

 

66.8

 

21.1

%

CAPEX including acquisitions

 

57.0

 

101.5

 

(43.8

)%

 

2



 


* Note: See Attachment A for definitions of Adjusted EBITDA and Adjusted EBITDA margin and reconciliations to net income.

 

Wimm-Bill-Dann’s sales reached US$868.9 million in the first nine months of 2004, compared to US$684.6 million in the same period of 2003.

 

Sales in the Dairy Segment increased 34.3% from US$479.5 million in the first nine months of 2003 to US$644.2 million in the first nine months of 2004, while the average selling price increased 15.4% from US$0.65 per 1 kg in the first nine months of 2003 to US$0.75 per 1 kg in the same period this year. This increase was primarily driven by ruble price increase and ruble appreciation. Gross margins in the Dairy Segment declined from 29.1% in the first nine months of 2003 to 26.0% in the first nine months of 2004. This change was primarily caused by an 18% year-on-year increase in the average ruble price of raw milk as well as rising depreciation charges and personnel costs.

 

Sales in the Juice Segment increased from US$203.8 million in the first nine months of 2003 to US$222.2 million in the first nine months of 2004 while the average selling price increased 14.0% from US$0.57 per liter in the first nine months of 2003 to US$0.65 per liter in the same period this year. This increase was primarily due to ruble price increase, introduction of new higher priced products and ruble appreciation. Gross margin in the Juice Segment improved from 33.8% in the first nine months of 2003 to 35.4% in the first nine months of 2004 mainly due to the higher average price.

 

Selling and distribution expenses remained flat as a percentage of sales, while in absolute terms they grew 26.5% in the first nine months of 2004 due to higher transportation expenditures, advertising and marketing costs and personnel costs.

 

General and administrative expenses decreased as a percentage of sales from 8.4% during the first nine months of 2003 to 7.7% in the same period this year, but grew in absolute terms by 15.3%. This increase was caused by the repeal of the property tax privilege in the Dairy Segment as well as rising personnel costs.

 

Financial expense in the first nine months of 2004 totaled US$14.7 million compared to US$13.1 million in the first nine months of 2003. Interest expenses rose from US$15.3 million to US$17.0 million. The foreign currency gain was US$2.5 million compared to US$2.0 million in the first nine months of last year.

 

Net income decreased by 9.6% and stood at US$18.8 million. Adjusted EBITDA in the first nine months of 2004 increased 21.1% year-on-year and amounted to US$80.9 million. Adjusted EBITDA margin was slightly lower at 9.3% compared to 9.8% in the first nine months of 2003.

 

3



 

Attachment A

 


*Reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to US GAAP Net Income

 

Adjusted EBITDA is a non-U.S. GAAP financial measure. The following table presents reconciliation of Adjusted EBITDA to net income (and Adjusted EBITDA margin to net income as a percentage of sales), the most directly comparable U.S. GAAP financial measure.

 

 

 

Nine Months ended
September 30, 2004

 

Nine Months ended
September 30, 2003

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

18.8

 

2.2

%

20.8

 

3.0

%

 

 

 

 

 

 

 

 

 

 

Add: Depreciation and amortization

 

32.2

 

3.7

%

22.0

 

3.2

%

 

 

 

 

 

 

 

 

 

 

Add: Income tax expense

 

12.4

 

1.4

%

8.9

 

1.3

%

 

 

 

 

 

 

 

 

 

 

Add: Interest expense

 

17.0

 

2.0

%

15.3

 

2.3

%

 

 

 

 

 

 

 

 

 

 

Less: Interest income

 

(1.1

)

0.1

%

(1.9

)

0.3

%

 

 

 

 

 

 

 

 

 

 

Less: Currency remeasurement gains, net

 

(2.5

)

0.3

%

(2.0

)

0.3

%

 

 

 

 

 

 

 

 

 

 

Add: Bank charges

 

1.3

 

0.1

%

1.6

 

0.3

 

 

 

 

 

 

 

 

 

 

 

Add: Other financial (income) expenses, net

 

0.0

 

0.0

%

0.1

 

0.01

%

 

 

 

 

 

 

 

 

 

 

Add: Minority interest

 

2.8

 

0.3

%

2.0

 

0.3

%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

80.9

 

9.3

%

66.8

 

9.8

%

 

We changed the way of reporting Adjusted EBITDA. Adjusted EBITDA represents net income before interest, income taxes and depreciation and amortization, adjusted for interest income, currency remeasurement gains, bank charges and other financial expenses and minority interest. Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of sales.

 

We present Adjusted EBITDA because we consider it an important supplemental measure of our operating performance.  In particular, we believe Adjusted EBITDA provides useful information to securities analysts, investors and other interested parties because it is used in the “debt to EBITDA” debt incurrence financial measurement in certain of our financing arrangements.

 

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as substitute for analysis of our operating results as reported under U.S. GAAP.  Since we adjust EBITDA for recurring items in order to calculate Adjusted EBITDA, we particularly caution users that Adjusted EBITDA is not an alternative to net income, operating income or any other GAAP measure, nor to EBITDA.  Moreover, other companies in our industry may calculate Adjusted EBITDA differently or may use it for different purposes than we do, limiting its usefulness as a comparative measure.

 

Adjusted EBITDA also should not be considered as an alternative to cash flow from operating activities or as a measure of our liquidity.  In particular, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

 

4



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Operations (unaudited)

(Amounts in thousands of US dollars, except share and per share data)

 

 

 

Nine months ended September 30,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Sales

 

$

868,949

 

$

684,624

 

 

 

 

 

 

 

Cost of sales

 

(622,575

)

(476,203

)

 

 

 

 

 

 

Gross profit

 

246,374

 

208,421

 

 

 

 

 

 

 

Selling and distribution expenses

 

(126,757

)

(100,156

)

General and administrative expenses

 

(66,476

)

(57,685

)

Other operating expenses, net

 

(4,499

)

(5,742

)

 

 

 

 

 

 

Operating income

 

48,642

 

44,838

 

 

 

 

 

 

 

Financial income and expenses, net

 

(14,689

)

(13,067

)

 

 

 

 

 

 

Income before provision for income taxes  and minority interest

 

33,953

 

31,771

 

 

 

 

 

 

 

Provision for income taxes

 

(12,380

)

(8,943

)

 

 

 

 

 

 

Minority interest

 

(2,801

)

(2,045

)

 

 

 

 

 

 

Net income

 

18,772

 

$

20,783

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

Currency translation adjustment

 

2,670

 

8,462

 

 

 

 

 

 

 

Comprehensive income

 

$

21,442

 

$

29,245

 

 

 

 

 

 

 

Net income per share - basic and diluted:

 

$

0.43

 

$

0.47

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

44,000,000

 

44,000,000

 

 

5



 

WIMM-BILL-DANN FOODS

Consolidated Balance Sheets

(Amounts in thousands of US dollars)

 

 

 

September 30,
2004

 

December 31, 2003

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

31,752

 

$

40,264

 

 

 

 

 

 

 

Trade receivables, net

 

56,725

 

57,424

 

Inventory, net

 

120,704

 

88,243

 

Taxes receivable

 

85,569

 

92,624

 

Advances paid

 

27,737

 

19,690

 

Net investment in direct financing leases

 

1,965

 

1,551

 

Deferred tax asset

 

7,639

 

5,210

 

Other current assets

 

6,076

 

3,648

 

Total current assets

 

338,167

 

308,654

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

409,954

 

393,769

 

Intangible assets

 

3,065

 

3,005

 

Goodwill

 

24,895

 

24,695

 

Net investment in direct financing leases long-term portion

 

4,496

 

4,391

 

Long-term investments

 

2,683

 

2,931

 

Deferred tax assetlong-term portion

 

1,258

 

1,893

 

Other long-term assets

 

5,692

 

4,547

 

Total non-current assets

 

452,043

 

435,231

 

 

 

 

 

 

 

Total assets

 

$

790,210

 

$

743,885

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

64,619

 

$

51,487

 

Advances received

 

3,175

 

2,586

 

Short-term loans

 

18,847

 

493

 

Long-term loans, current portion

 

1,675

 

1,769

 

Notes payable

 

5,910

 

6,032

 

Taxes payable

 

13,648

 

9,272

 

Accrued liabilities

 

15,853

 

10,983

 

Government grantscurrent portion

 

2,212

 

2,194

 

Other payables

 

32,709

 

36,033

 

Total current liabilities

 

158,648

 

120,849

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

6,586

 

7,882

 

Long-term notes

 

199,110

 

200,926

 

Other long-term payables

 

42,087

 

49,020

 

Government grantslong-term portion

 

5,450

 

7,052

 

Deferred taxes – long-term portion

 

12,138

 

12,370

 

 

 

 

 

 

 

Total long-term liabilities

 

265,371

 

277,250

 

 

 

 

 

 

 

Total liabilities

 

424,019

 

398,099

 

 

 

 

 

 

 

Minority interest

 

20,131

 

21,168

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

23,251

 

20,581

 

Retained earnings

 

128,769

 

109,997

 

Total shareholders’ equity

 

$

346,060

 

$

324,618

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

790,210

 

$

743,885

 

 

6



 

WIMM-BILL-DANN FOODS

 

Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands of US dollars)

 

 

 

NINE MONTHS ENDED SEPTEMBER 30,

 

 

 

2004

 

2003

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,772

 

$

20,783

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided  by operating activities:

 

 

 

 

 

Depreciation and amortisation

 

32,249

 

21,995

 

Minority interest in net profits of subsidiaries

 

2,801

 

2,039

 

Bad debt and inventory provisions

 

7,931

 

9,195

 

Currency exchange gain/loss

 

(1,839

)

(3,520

)

Other adjustments

 

1,037

 

(3,359

)

Changes in operating assets and liabilities:

 

 

 

 

 

Increase in inventories

 

(35,849

)

(7,669

)

Increase in trade accounts receivable

 

(3,844

)

(646

)

Increase in advances paid

 

(7,970

)

(14,039

)

Decrease (increase) in taxes receivable

 

13,112

 

(35,406

)

Increase in other current assets

 

(2,175

)

(4,116

)

Increase in trade accounts payable

 

12,847

 

7,461

 

Increase in advances received

 

575

 

395

 

(Decrease) increase in taxes payable

 

(876

)

5,537

 

Increase in accrued liabilities

 

4,831

 

7,697

 

Increase in other current payables

 

700

 

1,777

 

Increase (decrease) in other long-term payables

 

23

 

(188

)

 

 

 

 

 

 

Total cash provided by operating activities

 

42,325

 

7,936

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

(4,166

)

(6,876

)

Cash paid for property, plant and equipment

 

(47,467

)

(70,439

)

Cash paid for acquisition of short-term investments

 

(248

)

(62,347

)

Proceeds from disposal of short-term investments

 

274

 

24,554

 

 

 

 

 

 

 

Proceeds from disposal of investments and property, plant and equipment

 

1,425

 

1,570

 

Cash received (paid) for net investments in direct financing leases

 

 

(4,234

)

Other

 

(1,646

)

1,740

 

 

 

 

 

 

 

Total cash used in investing activities

 

(51,828

)

(116,032

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from notes payable, net of debt issuance expenses

 

 

194,106

 

Repayment of short-term loans and notes payable

 

(1,715

)

(86,919

)

Repayment of long-term notes

 

(2,254

)

 

Proceeds from short-term loans

 

20,086

 

 

Proceeds from long-term loans

 

13

 

4,892

 

Repayment of long-term loans and long-term payables

 

(15,559

)

(12,989

)

 

 

 

 

 

 

Total cash (used in) provided by financing activities

 

571

 

99,090

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

(8,932

)

(9,006

)

Impact of exchange rate differences on cash and cash equivalents

 

420

 

102

 

Cash and cash equivalents, at beginning of period

 

40,264

 

29,340

 

Cash and cash equivalents, at the end of period

 

$

31,752

 

$

20,436

 

 

7



 

- Ends -

 

For further enquiries contact:

 

Marina Kagan

Wimm-Bill-Dann Foods OJSC

Yauzsky Boulevard, 16, Moscow

109028 Russia

Phone: +7 095 733 9726/9727

Mobile: + 7 095 762 2387

Fax: +7 095 733 9725

e-mail: kagan@wbd.ru

Olga Motovilova

Wimm-Bill-Dann Foods OJSC

Yauzsky Boulevard, 16, Moscow

109028 Russia

Phone: +7 095 733 9726/9727

Fax: +7 095 733 9725

www.wbd.com

e-mail: motovilova@wbd.ru

 

Some of the information contained in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Wimm-Bill-Dann Foods OJSC, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.  We wish to caution you that these statements are only predictions and that actual events or results may differ materially.  We do not intend to update these statements to conform them to actual results.  We refer you to the documents Wimm-Bill-Dann Foods OJSC files from time to time with the U.S. Securities and Exchange Commission, specifically, the Company’s most recent Form 20-F.  These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” in our Form 20-F, that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, potential fluctuations in quarterly results, and risks associated with our competitive environment, acquisition strategy, ability to develop new products or maintain market share, brand and company image, operating in Russia, volatility of stock price, financial risk management, and future growth.

 

NOTES TO EDITORS

 

Wimm-Bill-Dann Foods OJSC is a leading manufacturer of dairy and juice products in Russia. The company was founded in 1992.

 

The Company currently owns 25 manufacturing facilities in 21 locations in Russia and the Commonwealth of Independent States (CIS), as well as trade affiliates in 26 cities in Russia and the CIS.

 

Wimm-Bill-Dann has a diversified branded portfolio with over 1,100 types of dairy products and over 150 types of juice, nectars and still drinks. The company currently employs over 17,000 people.

 

In April 2004 Wimm–Bill–Dann was assigned the rating of corporate governance by Standard&Poor’s at the level 7+ (7.6 according to the national scale, maximum 10).

 

8



 

SIGNATURES

 

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.

 

 

 

WIMM-BILL-DANN FOODS OJSC

 

 

 

 

 

 

 

By:

/s/ Vladimir V. Preobrajensky

 

 

Name:

Vladimir V. Preobrajensky

 

Title:

Chief Financial Officer

 

 

Wimm-Bill-Dann Foods OJSC

 

 

Date:   December 6, 2004

 

9