FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
December 17, 2007

 

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

 

Commission file number:  001-31232

 

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 x 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 x

 

 



 

WIMM-BILL-DANN FOODS OJSC ANNOUNCES

IMPRESSIVE REVENUE AND NET PROFIT GROWTH

FOR NINE MONTHS 2007

AGAINST CHALLENGING GLOBAL COST ENVIRONMENT

 

Moscow, Russia – December 14, 2007 – Wimm-Bill-Dann Foods OJSC [NYSE:WBD] today announced its financial results for nine months and the third quarter ended September 30, 2007.

 

Highlights of nine months 2007:

 

·                  Group sales saw impressive 40.4% growth to US$1,758.3 million

·                  Gross profit increased 43.4% to US$578.4 million

·                  Underlying* operating income rose 30.2% to US$168.3 million

·                  Underlying net income increased 33.4% to US$105.6 million

·                  Underlying EBITDA(1) increased 30.9% to US$229.4 million

·                  Earnings per share grew to US$2.40 from US$1.50

 

Commenting on the results, Tony Maher, Wimm-Bill-Dann’s chief executive officer said, “We are very pleased with the strong results we achieved for the first nine months of 2007 especially in the most challenging raw material cost environment. Despite a sharp rise in raw milk prices, we continued to improve our EBITDA margin to 13.5% in the third quarter of 2007 compared to 12.7% in the second quarter of 2007. During the nine months of 2007 net profit growth was a solid 33.4% and we continued to show impressive revenue growth of 40.4% at the group level.

 

“Our beverages business continues to progress well realizing a solid 28.6% sales increase and a significant margin improvement to 40.4% in the first nine months of 2007 from 34.4% in the same period last year. Our dairy division delivered strong results during first nine months of 2007 with sales increasing 43.1% to US$1,328.7 million, while gross margins decreased only slightly — a significant achievement given the sharp rise in the price of raw milk. Our baby food division continued to gain momentum with sales increasing 44.0% to US$119.0 million while gross margins expanded to 44.4% from 41.3% in the prior year period.

 

“In conclusion, I am pleased with our performance for the 9 month period as we continue to successfully execute on our strategy and deliver on our commitment to improve our route-to-market and invest in building consumer preference in our brands. I am confident that Wimm-Bill-Dann is well positioned to continue to achieve consistently strong results and significant value for our customers and stockholders.”

 


*

 

Underlying term here and after means that numbers do not include the impact of special charges.

(1)

 

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

 

1



 

Key Financial Indicators of Nine Months 2007 vs. 2006 (Excluding Special Charges)

 

 

 

9M 2007

 

9M 2006

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

Sales

 

1,758.3

 

1,252.6

 

40.4

%

Dairy

 

1,328.7

 

928.5

 

43.1

%

Beverages

 

310.6

 

241.5

 

28.6

%

Baby Food

 

119.0

 

82.6

 

44.0

%

Gross profit

 

578.4

 

403.4

 

43.4

%

Selling and distribution expenses

 

(281.7

)

(164.8

)

70.9

%

General and administrative expenses

 

(129.5

)

(100.1

)

29.4

%

Operating income

 

168.3

 

129.2

 

30.2

%

Financial income and expenses, net

 

(15.4

)

(10.3

)

50.1

%

Net income

 

105.6

 

79.2

 

33.4

%

EBITDA

 

229.4

 

175.2

 

30.9

%

CAPEX excluding acquisitions

 

127.7

 

74.9

 

70.5

%

 

2



 

Key Financial Indicators of 3Q 2007 vs. 2006

 

 

 

3Q 2007

 

3Q 2006

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

Sales

 

610.5

 

439.0

 

39.1

%

Dairy

 

470.3

 

333.5

 

41.0

%

Beverages

 

98.5

 

77.8

 

26.6

%

Baby Food

 

41.7

 

27.7

 

50.6

%

Gross profit

 

200.6

 

149.8

 

33.9

%

Selling and distribution expenses

 

(95.8

)

(52.8

)

81.5

%

General and administrative expenses

 

(43.2

)

(37.4

)

15.5

%

Financial income and expenses, net

 

(2.9

)

(4.7

)

(38.5

)%

 

 

 

 

 

Including Special
Charges

 

Excluding Special
Charges

 

 

 

3Q 2007

 

3Q 2006

 

Change

 

3Q 2006

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

US$ ‘mln

 

 

 

Operating income

 

59.9

 

37.9

 

57.8

%

54.1

 

10.7

%

Net income

 

39.8

 

19.4

 

104.9

%

32.4

 

22.7

%

EBITDA

 

82.2

 

54.2

 

51.7

%

70.4

 

16.8

%

 

 

 

 

 

 

 

 

 

 

 

 

CAPEX excluding acquisitions

 

58.6

 

29.0

 

102.5

%

 

 

 

 

 

Dairy

 

Sales in the Dairy Segment increased 43.1% to US$1,328.7 million in the first nine months of 2007 from US$928.5 million in the same period of 2006. Acquisitions made in late 2006 contributed US$116.4 million to overall sales growth in the Segment. Top-line growth was driven mainly by a healthy balance of volume and pricing. The average dollar selling price rose 15.9% to US$1.05 per kg in the first nine months of 2007 from US$0.91 per kg in the same period of 2006. This increase was driven primarily by average ruble price growth. The latter part of the year saw an unprecedented rise in the price of raw milk, both globally and in Russia. Our raw milk cost increased 34.3% year-on-year in ruble terms (41.2% in dollar terms) in the third quarter and 17.3% year-on-year in ruble terms (24.0% in dollar terms) in the first nine months of 2007. Despite such a sharp rise in the price of raw milk, the gross margin in the Dairy Segment decreased only slightly to 30.1% in the first nine months of 2007 from 30.8% for the same period last year.

 

Beverages

 

Sales in the Beverages Segment increased 28.6% to US$310.6 million in the first nine months of 2007 from US$241.5 million in the same period last year, driven mainly by volume growth and selling price increase. The average selling price increased 16.3% to US$0.83 per liter in the first nine months of 2007 from US$0.71 per liter in the first nine months of 2006. Despite continued raw materials cost pressure, the gross margin in the Beverages Segment increased to 40.4% in the first nine months of 2007 from 34.4% in the first nine months of 2006, driven by continued efficiency improvements and better pricing and discount management in all regions.

 

3



 

Baby Food

 

Sales in the Baby Food Segment increased 44.0% to US$119.0 million in the first nine months of 2007 from US$82.6 million in the same period last year. This was driven primarily by volume growth. The average selling price rose 7.1% to US$1.86 per kg in the first nine months of 2007 from US$1.74 per kg in the first nine months of 2006. The gross margin in the Baby Food Segment increased to 44.4% from 41.3%, owing to the launch of our own production facility in Kursk and a decreased share of co-packing in the overall sales.

 

Key Cost Elements

 

In line with our previous communications, improving our route-to-market and continued investment in top-line growth through marketing led to an increase in selling and distribution expenses to 16.0% of sales during the first nine months of 2007 compared to 13.2% of sales in the first nine months of 2006. General and administrative expenses fell to 7.4% of sales in the first nine months of 2007 compared from 8.0% of sales in the first nine months of 2006.

 

In the first nine months of 2007, financial expenses increased 50.1% year-on-year to US$15.4 million, primarily due to higher interest expenses. Our effective tax rate decreased to 29.3% in the first nine months of 2007 from 33.4% in the same period of 2006.

 

Net Income

 

Underlying net income increased 33.4% to US$105.6 million in the first nine months of 2007 from US$79.2 million in the first nine months of 2006.

 


Note: The Company has filed 20-F for FY 2006 to the SEC. The report can be also downloaded from our web site www.wbd.com

 

4



 

Attachment A

 

Reconciliation of EBITDA and EBITDA margin to US GAAP Net Income

 

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

 

 

 

9 months ended

 

9 months ended

 

 

 

September 30, 2007

 

September 30, 2006

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

105.6

 

6.0

%

66.2

 

5.3

%

Add: Depreciation and amortization

 

61.1

 

3.5

%

46.0

 

3.7

%

Add: Income tax expense

 

44.7

 

2.5

%

34.3

 

2.7

%

Add: Interest expense.

 

29.5

 

1.7

%

21.9

 

1.7

%

Less: Interest income

 

(2.3

)

(0.1

)%

(3.1

)

(0.2

)%

Less: Currency remeasurement gains, net

 

(19.4

)

(0.8

)%

(10.0

)

(0.8

)%

Add: Bank charges

 

2.1

 

(0.1

)%

1.4

 

0.1

%

Add: Minority interest

 

2.5

 

(0.1

)%

2.3

 

0.2

%

Add:(Gain)/Loss on sales/purchase of currency.

 

0.1

 

0.004

%

0.1

 

0.0

%

 

 

 

 

 

 

 

 

 

 

EBITDA

 

229.4

 

13.0

%

159.1

 

12.7

%

 

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. EBITDA margin is EBITDA expressed as a percentage of sales.

 

We present EBITDA because we consider it an important supplemental measure of our operating performance.  In particular, we believe 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.

 

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.  Moreover, other companies in our industry may calculate EBITDA differently or may use it for different purposes than we do, limiting its usefulness as a comparative measure.

 

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

 

5



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited)

 

(Amounts in thousands of U.S. dollars, except share and per share data)

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

37,254

 

$

40,310

 

Trade receivables, net

 

153,005

 

89,932

 

Inventory

 

241,543

 

174,074

 

Taxes receivable

 

61,457

 

51,161

 

Advances paid

 

54,019

 

30,695

 

Net investment in direct financing leases

 

1,564

 

2,095

 

Deferred tax asset

 

16,345

 

12,749

 

Short-term investments

 

907

 

576

 

Other current assets

 

11,738

 

19,154

 

Total current assets

 

577,832

 

420,746

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

705,641

 

606,728

 

Intangible assets

 

29,137

 

26,844

 

Goodwill

 

121,707

 

105,990

 

Net investment in direct financing leases – long-term portion

 

1,093

 

1,673

 

Long-term investments

 

37

 

25

 

Deferred tax asset – long-term portion

 

5,502

 

8,737

 

Other non-current assets

 

6,096

 

5,193

 

Total non-current assets

 

869,213

 

755,190

 

Total assets

 

$

1,447,045

 

$

1,175,936

 

 

6



 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(unaudited)

 

(audited)

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

127,540

 

$

104,066

 

Advances received

 

14,025

 

13,230

 

Short-term loans

 

41,968

 

123,849

 

Long-term loans – current portion

 

5,402

 

4,137

 

Current portion of long-term bonds payable

 

300,000

 

 

Taxes payable

 

20,154

 

9,494

 

Accrued liabilities

 

59,129

 

37,103

 

Government grants – current portion

 

613

 

1,422

 

Dividends payable

 

112

 

 

Other payables

 

49,704

 

37,035

 

Total current liabilities

 

618,647

 

330,336

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

35,061

 

30,082

 

Long-term notes payable

 

104,211

 

248,742

 

Other long-term payables

 

15,130

 

20,905

 

Government grants – long-term portion

 

980

 

1,125

 

Deferred taxes – long-term portion

 

29,814

 

28,275

 

 

 

 

 

 

 

Total long-term liabilities

 

185,196

 

329,129

 

 

 

 

 

 

 

Total liabilities

 

803,843

 

659,465

 

 

 

 

 

 

 

Minority interest

 

14,762

 

18,977

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized, issued and outstanding with a par value of 20 Russian rubles at September 30, 2007 and December 31, 2006

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Retained earnings

 

334,487

 

234,285

 

Accumulated other comprehensive income: Currency translation adjustment

 

99,913

 

69,169

 

Total shareholders’ equity

 

628,440

 

497,494

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,447,045

 

$

1,175,936

 

 

7



 

 

 

Nine months ended
September 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Sales

 

$

1,758,316

 

$

1,252,630

 

Cost of sales

 

(1,179,894

)

(849,251

)

Gross profit

 

578,422

 

403,379

 

Selling and distribution expenses

 

(281,704

)

(164,846

)

General and administrative expenses

 

(129,495

)

(100,083

)

Other operating incomes and expenses, net

 

1,025

 

(25,406

)

Operating income

 

168,248

 

113,044

 

Financial income and expenses, net

 

(15,401

)

(10,259

)

Income before provision for income taxes and minority interest

 

152,847

 

102,785

 

Provision for income taxes

 

(44,712

)

(34,296

)

Minority interest

 

(2,514

)

(2,303

)

Net income

 

$

105,621

 

$

66,186

 

Other comprehensive income

 

 

 

 

 

Currency translation adjustment

 

30,744

 

30,972

 

Comprehensive income

 

$

136,366

 

$

97,158

 

Net income per share - basic and diluted

 

$

2.40

 

$

1.50

 

)%*%*

 

44,000,000

 

44,000,000

 

 

8



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Statements of Cash Flows (unaudited)

 

(Amounts in thousands of U.S. dollars, except share and per share data)

 

 

 

Nine months ended
September 30,

 

 

 

2007

 

2006

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

105,621

 

$

66,186

 

 

 

 

 

 

 

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

 

 

 

 

 

Minority interest

 

2,514

 

2,303

 

Depreciation and amortisation

 

61,127

 

46,038

 

Currency remeasurement gain relating to bonds payable, long-term payables, investments in foreign subsidiaries, and fixed assets of foreign subsidiaries

 

(16,444

)

(10,397

)

Change in provision for obsolescence and net realizable value

 

487

 

723

 

Provision for doubtful accounts

 

3,624

 

1,999

 

(Gain) /loss on disposal of property, plant and equipment

 

(4,410

)

1,972

 

Earned income on net investment in direct financing leases

 

(614

)

(522

)

Deferred tax benefit

 

1,904

 

(3,579

)

Non-cash rental received

 

2,319

 

2,271

 

Accrual of tax contingent liability

 

1,199

 

588

 

Write off of long-term investments

 

11

 

86

 

Impairment of tangible assets and intangible assets

 

920

 

13,063

 

Impairment of goodwill

 

 

2,520

 

Write off of unrecoverable investments in direct finance lease

 

58

 

190

 

Write-off of unrecoverable VAT

 

 

584

 

Amortization of bonds issue expenses

 

1,990

 

890

 

 

 

 

 

 

 

Changes in operating assets and liabilities net of acquisitions:

 

 

 

 

 

Inventory

 

(54,313

)

(40,538

)

Trade accounts receivable

 

(59,828

)

(14,556

)

Advances paid

 

(20,702

)

(17,712

)

Taxes receivable

 

(8,064

)

3,191

 

Other current assets

 

5,187

 

(8,037

)

Other long-term assets

 

(90

)

45

 

Trade accounts payable

 

15,837

 

24,445

 

Advances received

 

(405

)

1,345

 

Taxes payable

 

10,056

 

7,855

 

Accrued liabilities

 

17,894

 

15,872

 

Other current payables

 

(816

)

4,022

 

Other long-term payables

 

(57

)

(470

)

Total cash provided by operating activities

 

$

65,005

 

$

100,377

 

 

9



 

 

 

Nine months ended
September 30,

 

 

 

2007

 

2006

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

$

(21,005

)

$

(13,433

)

Proceeds from disposal of subsidiary

 

683

 

 

Cash paid for intangible assets and property, plant and equipment

 

(108,207

)

(72,760

)

Cash paid for acquisition of investments

 

 

(155

)

Proceeds from disposal of property, plant and equipment

 

3,042

 

2,715

 

Cash paid for net investments in direct financing leases

 

(174

)

(1,261

)

Cash received from other long-term assets

 

 

1,419

 

Cash invested in short-term bank deposits

 

6,718

 

2,921

 

Total cash used in investing activities

 

(118,943

)

(80,554

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from long-term notes payable

 

151,466

 

 

Short-term loans and notes, net

 

(86,177

)

19,399

 

Proceeds from long-term loans

 

7,692

 

21,416

 

Repayment of long-term loans

 

(3,621

)

(17,905

)

Repayment of long-term payables

 

(15,691

)

(13,439

)

Repayment of long-term notes payable

 

 

(52,332

)

Dividends paid

 

(4,832

)

(9,754

)

Total cash provided by (used in) financing activities

 

48,837

 

(52,615

)

Total cash used in operating, investing and financing activities

 

(5,101

)

(32,792

)

Impact of exchange rate differences on cash and cash equivalents

 

2,045

 

6,235

 

Net decrease in cash and cash equivalents

 

(3,056

)

(26,557

)

Cash and cash equivalents, at beginning of period

 

40,310

 

93,103

 

Cash and cash equivalents, at the end of period

 

$

37,254

 

$

66,546

 

 

10



 

For further enquiries contact:

Anton Saraikin

Press Secretary

Solyanka, 13, Moscow, 109028 Russia

Tel +7 (495) 105-5805 (ext. 116-99)

Fax +7 (495) 105-5800

saraikinas@wbd.ru

 

Marina Kagan

Wimm-Bill-Dann Foods OJSC

Solyanka, 13, Moscow 109028 Russia

Tel +7 495 105 5805

Fax +7 495 105 5800

e-mail: kagan@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 was founded in 1992 and is the largest manufacturer of dairy products and a leading producer of juices and beverages in Russia and the CIS. The company produces dairy products (main brands include: Domik v Derevne, Neo, 2Bio, 33 Korovy, Chudo and more), juices (J7, Lubimy Sad, 100% Gold), Essentuki mineral water and Agusha baby food. The company has 37 manufacturing facilities in Russia, Ukraine, Kyrgyzstan, Uzbekistan and Georgia with over 19,000 employees. In 2005, Wimm-Bill-Dann became the first Russian dairy producer to receive approval from the European Commission to export its products into the European Union.

 

In 2007, Standard & Poor’s Governance Services confirmed WBD’s Corporate Governance Score (CGS) 7+ (7.7 accordingly on the Russian national scale), which makes the Company’s score the highest rating in Russia. The increase in the score reflects the effective work of the Board of Directors and, in particular, the real influence of independent directors in the decision-making process and the adherence of the controlling shareholders to the highest standards of corporate governance.

 

11



 

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/ Dmitry A. Anisimov

 

 

Name:

Dmitry A. Anisimov

 

Title:

Chief Financial Officer

 

 

Wimm-Bill-Dann Foods OJSC

 

 

Date:      December 17, 2007

 

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