FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer

September 15, 2009

 

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  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

SIGNIFICANTLY IMPROVED MARGINS AND

CONTINUED IMPROVEMENT IN FREE CASH FLOW

IN SECOND QUARTER OF 2009

 

Moscow, Russia — September 4, 2009 — Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the second quarter and half-year ended June 30, 2009.

 

Highlights for the second quarter and first half of 2009

 

·                  Group gross margin improved by 220 basis points to 35.2% in the second quarter of 2009 compared to the second quarter of 2008, and by 240 basis points year-on-year to 33.9% in the first half of 2009

·                  EBITDA(1) margin improved significantly by 320 basis points to 15.4% in the second quarter of 2009 compared to the second quarter of 2008, and by 250 basis points year-on-year to 14.8% in the first half of 2009

·                  Operating profit margin increased substantially to 11.1% in the second quarter of 2009 from 8.2% a year ago, and to 10.4% in the first half of 2009 from 8.4% in the first half of 2008

·                  Group revenue in US dollars decreased 28.2% year-on-year to US$1,071.5 million in the first half of 2009, driven by ruble devaluation, and partially offset by stronger mix

·                  Net income in US dollars increased 42.6% year-on-year to US$52.3 million in the second quarter of 2009

·                  On a constant currency basis, (in rubles) net income almost doubled in the second quarter of 2009 compared to the second quarter of 2008, and increased by 12.3% year-on-year in the first half of 2009

·                  Operating cash flow rose 64.0% year-on-year to US$180.3 million in the first half of 2009

 

“The second quarter of 2009 demonstrated our ability to adapt quickly to changing market conditions, the resilience of our brands and our business model. It also proved that profitable growth can be achieved despite somewhat weakened consumer demand,” said Tony Maher, Wimm-Bill-Dann’s Chief Executive Officer.

 

“We are very pleased with our results. We have delivered substantial margin improvement on the EBITDA and gross margin levels. In the second quarter of 2009, group gross margin improved 220 basis points year-on-year to 35.2%. It also improved for each of the business segments, reaching 31.4% in dairy, 40.4% in beverages and 48.8% in baby food. Our EBITDA margin stood at 15.4% in the second quarter of 2009, reflecting both enhanced efficiency and seasonally lower input costs. Our net profit in the second quarter grew 42.6%.”

 

“Our operating cash flow continued to show significant improvement, while our net debt decreased 49.0% year-on-year and stood at US$280.8 million, the lowest level for many years,” Tony Maher added.

 


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

 

2



 

Key Financial Indicators for the first half and 2Q 2009 vs. 2008

 

 

 

1H 2009

 

1H 2008

 

Change

 

2Q 2009

 

2Q 2008

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

1,071.5

 

1,492.1

 

(28.2

)%

554.6

 

760.1

 

(27.0

)%

Dairy

 

746.7

 

1,105.4

 

(32.5

)%

377.4

 

550.0

 

(31.4

)%

Beverages

 

209.9

 

259.0

 

(19.0

)%

115.8

 

142.1

 

(18.5

)%

Baby Food

 

114.9

 

127.7

 

(10.0

)%

61.4

 

68.0

 

(9.7

)%

Gross profit

 

363.4

 

470.4

 

(22.8

)%

195.3

 

250.9

 

(22.2

)%

Gross margin, %

 

33.9

%

31.5

%

240

bp

35.2

%

33.0

%

220

bp

Selling and distribution expenses

 

(184.5

)

(241.1

)

(23.5

)%

100.1

 

131.1

 

(23.6

)%

General and administrative expenses

 

(63.8

)

(96.8

)

(34.1

)%

34.3

 

54.7

 

(37.3

)%

Operating income

 

111.8

 

126.0

 

(11.3

)%

61.4

 

62.6

 

(1.9

)%

Operating margin, %

 

10.4

%

8.4

%

200

bp

11.1

%

8.2

%

290

bp

Financial expenses, net

 

(25.8

)

(11.8

)

119.3

%

7.9

 

(8.4

)

(194.5

)%

Net income

 

64.9

 

78.6

 

(17.4

)%

52.3

 

36.7

 

42.6

%

EBITDA

 

158.3

 

183.8

 

(13.9

)%

85.2

 

93.1

 

(8.4

)%

EBITDA margin, %

 

14.8

%

12.3

%

250

bp

15.4

%

12.2

%

320

bp

CAPEX excluding acquisitions

 

45.9

 

112.1

 

(59.0

)%

29.5

 

62.2

 

(52.6

)%

 

Dairy

 

Sales in US dollars in the Dairy Segment decreased 32.5% to US$746.7 million in the first half of 2009 from US$1,105.4 million in the first half of 2008. This was driven by negative exchange rate and partially offset by improved sales mix. The average dollar selling price declined 23.2% to US$1.07 per 1 kg in the first half of 2009 from US$1.40 per 1 kg in the first half of 2008. The gross margin in the Dairy Segment increased significantly to 30.3% in the first half of 2009 from 28.3% in the same period last year, driven by lower costs and improved sales mix. The gross margin improved to 31.4% in the second quarter of 2009 from 30.1% in the second quarter of 2008.

 

Beverages

 

Sales in US dollars decreased 19.0% to US$209.9 million in the first half of 2009 compared to US$259.0 million in the first half of 2008. This was driven by exchange rate and partially offset by good volume growth. The average dollar selling price decreased 24.0% to US$0.74 per liter in the first half of 2009 from US$0.98 per liter in the first half of 2008. The gross margin in the Beverage Segment increased to 38.8% in the first half of 2009 from 38.0% in the same period last year, due to improved efficiency and lower concentrate costs. The gross margin in the Beverage Segment increased to 40.4% in the second quarter of 2009 from 38.0% in the second quarter of 2008.

 

Baby Food

 

Sales in US dollars in the Baby Food Segment decreased 10.0% to US$114.9 million in the first six months of 2009 from US$127.7 million in the same period last year due to unfavorable exchange rate, offset by strong volume growth. The average dollar selling price decreased 28.7% to US$1.72 per kg in the first six months of 2009 from US$2.42 per kg in

 

3



 

the first six months of 2008. The gross margin in the Baby Food Segment increased to 48.6% in the first six months of 2009 from 46.7% in the first six months of 2008.

 

Key Cost Elements

 

In the first six months of 2009, selling and distribution expenses decreased 23.5% year-to-year to US$184.5 million. Sales and distribution expenses as a percentage of sales increased to 17.2% in the first half of 2009, compared to 16.2% in the same period of 2008, driven by advertising and marketing expenditure, which increased, as a percentage of sales, to 6.2% from 4.0%. General and administrative expenses decreased 34.1% year-on-year to US$63.8 million in the first half of 2009. General and administrative expenses, as a percentage of sales, decreased to 6.0% in the first six months of 2009 from 6.5% in the same period last year.

 

Operating profit in US dollars decreased 11.3% year-on-year to US$111.8 million in the first half of 2009. Operating profit margin improved to 10.4% in the first half of 2009 from 8.4% last year. EBITDA in US dollars declined 13.9% to US$158.3 million. EBITDA margin improved significantly to 14.8% in the first half of 2009 compared to 12.3% in the same period last year, and to 15.4% in the second quarter of 2009 from 12.2% in the second quarter of 2008.

 

In the first six months of 2009, financial expenses increased 119.3% to US$25.8 million compared to US$11.8 million in the same period of 2008. This was mainly due to currency remeasurement loss incurred in the first half of 2009, as a result of our US$250 million syndicated loan taken out in the second quarter of 2008. In the first half of 2009, currency remeasurement loss amounted to US$11.1 million compared to currency remeasurement gain of US$11.3 million in the first half of 2008. Currency remeasurement loss is not a cash item.

 

Our effective tax rate decreased to 24.1% in the first six months of 2009 from 28.8% in the same period of 2008.

 

Net Income

 

In the second quarter of 2009, net income in US dollars increased 42.6% to US$52.3 million from US$36.7 million in the same period last year. Net income in US dollars decreased 17.4% to US$64.9 million in the first half of 2009 from US$78.6 million in the first half of 2008 as a result of ruble devaluation.

 

On a constant currency basis (in rubles), net income increased by 12.3% year-on-year in the first half of 2009, and almost doubled in the second quarter of 2009 year-on-year.

 

Debt and Cash Flows

 

As of the end of the first six months of 2009, our net debt decreased by 49.0% year-on-year to US$280.8 million.

 

As a result of effective working capital management, our operating cash increased 64.0% to US$180.3 million in the first half of 2009 from US$109.9 million in the same period of 2008. Free cash flow grew to US$131.1 million in the first six months of 2009 from US$13.5 million in the same period last year.

 

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.

 

 

 

6 months ended

 

6 months ended

 

 

 

June 30, 2009

 

June 30, 2008

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

64.9

 

6.1

%

78.6

 

5.3

%

Add: Depreciation and amortization

 

46.5

 

4.3

%

57.8

 

3.9

%

Add: Income tax expense

 

20.7

 

1.9

%

32.9

 

2.2

%

Add: Interest expense

 

15.1

 

1.4

%

25.0

 

1.7

%

Less: Interest income

 

(3.0

)

(0.3

)%

(2.9

)

(0.2

)%

Less: Currency remeasurement gains, net

 

11.1

 

1.0

%

(11.3

)

(0.8

)%

Add: Bank charges

 

1.6

 

0.2

%

1.1

 

0.1

%

Add: Noncontrolling interests

 

0.3

 

0.03

%

2.8

 

0.2

%

Add: Other

 

1.1

 

0.2

%

(0.2

)

(0.01

)%

 

 

 

 

 

 

 

 

 

 

EBITDA

 

158.3

 

14.8

%

183.8

 

12.3

%

 

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 Balance Sheets (unaudited)

 

(Amounts in thousands of U.S. dollars)

 

 

 

June 30,

 

December 31,

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

 226,299

 

$

 277,252

 

Trade receivables, net

 

120,404

 

125,453

 

Inventory

 

199,935

 

225,950

 

Taxes receivable

 

53,217

 

64,916

 

Advances paid

 

15,375

 

14,834

 

Deferred tax asset

 

12,734

 

11,828

 

Other current assets

 

14,028

 

14,708

 

Total current assets

 

641,992

 

734,941

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

642,895

 

692,277

 

Intangible assets, net

 

37,173

 

34,999

 

Goodwill

 

102,110

 

108,748

 

Deferred tax asset – non-current portion

 

4,233

 

1,484

 

Other non-current assets

 

3,587

 

4,516

 

Total non-current assets

 

789,998

 

842,024

 

Total assets

 

$

 1,431,990

 

$

 1,576,965

 

 

6



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Balance Sheets (unaudited) (continued)

 

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

 

 

 

June 30,

 

December 31,

 

 

 

2009

 

2008

 

Liabilities and equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

 139,731

 

$

 133,886

 

Advances received

 

9,120

 

8,342

 

Short-term debt

 

26,875

 

74,910

 

Long-term notes payable, current portion

 

 

159,153

 

Taxes payable

 

27,695

 

18,984

 

Accrued liabilities

 

48,138

 

33,864

 

Other payables

 

38,285

 

43,073

 

Total current liabilities

 

289,844

 

472,212

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

281,148

 

327,157

 

Long-term notes payable

 

179,733

 

88,494

 

Other long-term payables

 

6,098

 

10,048

 

Deferred taxes – long-term portion

 

22,279

 

22,754

 

Total long-term liabilities

 

489,258

 

448,453

 

Total liabilities

 

779,102

 

920,665

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized and issued with a par value of 20 Russian rubles; 42,438,527 shares outstanding as of June 30, 2009 and 43,725,535 shares outstanding as of December 31, 2008

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Treasury stock, at cost

 

(30,623

)

(3,014

)

Accumulated other comprehensive loss:

 

 

 

 

 

Currency translation adjustment

 

(55,413

)

(17,214

)

Retained earnings

 

535,562

 

470,625

 

 

 

 

 

 

 

Equity attributable to shareholders of WBD Foods

 

643,566

 

644,437

 

 

 

 

 

 

 

Equity attributable to noncontrolling interests

 

9,322

 

11,863

 

 

 

 

 

 

 

Total equity

 

652,888

 

656,300

 

 

 

 

 

 

 

Total liabilities and equity

 

$

 1,431,990

 

$

 1,576,965

 

 

7



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Statements of Income and

Comprehensive Income (unaudited)

 

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

 

 

 

Six months ended
June 30,

 

 

 

2009

 

2008

 

Sales

 

$

 1,071,458

 

$

 1,492,052

 

 

 

 

 

 

 

Cost of sales

 

(708,089

)

(1,021,644

)

 

 

 

 

 

 

Gross profit

 

363,369

 

470,408

 

 

 

 

 

 

 

Selling and distribution expenses

 

(184,536

)

(241,098

)

General and administrative expenses

 

(63,796

)

(96,831

)

Other operating expenses, net

 

(3,227

)

(6,471

)

 

 

 

 

 

 

Operating income

 

111,810

 

126,008

 

 

 

 

 

 

 

Financial income and expenses, net

 

(25,844

)

(11,785

)

Income before provision for income taxes

 

85,966

 

114,223

 

 

 

 

 

 

 

Provision for income taxes

 

(20,679

)

(32,885

)

Consolidated net income

 

$

 65,287

 

$

 81,338

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

(350

)

(2,756

)

 

 

 

 

 

 

Net income attributable to WBD Foods shareholders

 

$

 64,937

 

$

 78,582

 

 

 

 

 

 

 

Net income per common share attributable to WBD Foods shareholders - basic and diluted

 

$

 1.50

 

$

 1.79

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

43,205,597

 

44,000,000

 

 

8



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Statements of Cash Flows (unaudited)

 

(Amounts in thousands of U.S. dollars)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2009

 

2008

 

Cash flows from operating activities:

 

 

 

 

 

Consolidated net income

 

$

 65,287

 

$

 81,338

 

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

 

58,295

 

43,432

 

Changes in operating assets and liabilities

 

56,668

 

(14,832

)

Net cash provided by operating activities

 

180,250

 

109,938

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

(1,320

)

(526

)

Cash paid for property, plant and equipment

 

(49,886

)

(98,348

)

Proceeds from disposal of property, plant and equipment

 

1,293

 

 

Other investing activities

 

715

 

2,457

 

Net cash used in investing activities

 

(49,198

)

(96,417

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from bonds and notes payable, net of debt issuance costs

 

96,945

 

208,068

 

Short-term loans and notes, net

 

(185,570

)

(65,107

)

Repayment of long-term loans and notes

 

(27,447

)

(304,967

)

Proceeds from long-term loans, net of debt issuance costs

 

254

 

265,757

 

Repayment of long-term payables

 

(5,543

)

(6,100

)

Cash paid for treasury stock acquisition

 

(27,609

)

 

Net cash provided by (used in) financing activities

 

(148,970

)

97,651

 

 

 

 

 

 

 

Impact of exchange rate differences on cash and cash equivalents

 

(33,035

)

3,656

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(50,953

)

114,828

 

Cash and cash equivalents, at beginning of period

 

277,252

 

33,452

 

 

 

 

 

 

 

Cash and cash equivalents, at the end of period

 

$

 226,299

 

$

 148,280

 

 

9



 

- Ends -

 

For further enquiries contact:

 

Natalya Belyavskaya

Wimm-Bill-Dann Foods OJSC

Solyanka, 13, Moscow 109028 Russia

Phone: +7 495 925 5805

Fax: +7 495 925 5800

e-mail: belyavskayand@wbd.ru

 

Marina Kagan

Wimm-Bill-Dann Foods OJSC

Solyanka, 13, Moscow 109028 Russia

Tel: +7 495 925 5805

Fax: +7 495 925 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 18,000 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 2009, Standard & Poor’s Governance Services confirmed WBD’s governance, accountability, management, metrics, and analysis (GAMMA) score “GAMMA- 7+”. 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.

 

10



 

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/ Roman Bolotovsky

 

Name:

Roman Bolotovsky

 

Title:

Attorney in fact

 

 

Wimm-Bill-Dann Foods OJSC

 

 

 

 

 

 

Date:   September 15, 2009