FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
December 23, 2010

 

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

 

 

 



 

GRAPHIC

 

WIMM-BILL-DANN FOODS OJSC

 

CONTINUES TO POST STRONG REVENUE AND SUBSTANTIAL VOLUME GROWTH ACROSS ALL SEGMENTS

 

IN THIRD QUARTER AND NINE MONTHS OF 2010

 

Moscow, Russia — December 23, 2010 — Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the third quarter and nine months ended September 30, 2010.

 

Highlights for the third quarter and nine months of 2010

 

·                  Group revenue increased 18.8% year-on-year to US$1,895.9 million in the first nine months of 2010, and 22.3% year-on-year to US$640.9 million in the third quarter of 2010, driven primarily by strong volume growth across all business segments

·                  Group gross profit grew 4.5% to US$576.6 million in the first nine months of 2010 from US$551.9 million in the same period last year, and 6.5% to US$200.8 million in the third quarter of 2010 from US$188.6 million in the third quarter of 2009

·                  Group gross margin declined 420 basis points year-on-year to 30.4% in the first nine months of 2010, as a result of continued pressure of raw milk costs

·                  EBITDA(1) was US$239.6 million in the first nine months of 2010 compared to US$246.6 million in the same period of 2009

·                  Net income declined to US$92.7 million in the first nine months of 2010 from US$109.4 million in the first nine months of 2009

 

“Yet again we delivered strong volume growth in each of our business segments,” said Tony Maher, Wimm-Bill-Dann’s Chief Executive Officer. “Our strong sales growth and stable bottom line, despite record raw milk prices, are a testament to our ability to adjust our sales mix, the power of our brands and the strength of relationships with our suppliers, our customers and our consumers.”

 

“We saw a robust 15% jump in group volumes in the third quarter and 10% increase for the first nine months of the year. The unusually hot summer led to an unprecedented spike in raw milk prices which has affected all players. Our long-term supplier relationships allowed us to manage this challenge better than others and our unrelenting focus on cost and supply chain management helped us reduce the impact on our margins. In particular, we were pleased by our ability to deliver sequential improvement in our dairy gross margins of 60 basis points during the third quarter.”

 

“Group revenue increased 22.3% in the third quarter of 2010 from the same period a year ago to $640.9 million, driven by volume growth across all of our business segments.”

 

“We are also very pleased with the recently announced agreement with PepsiCo. This transaction is a great vote of confidence in the Russian market and recognizes the value of Wimm-Bill-Dann’s strong, high-growth platform and product portfolio, while bringing tremendous value to our shareholders. PepsiCo is a global leader in the food and beverage industry and we are excited about the opportunities that this deal brings. Together we will be the largest FMCG company in Russia with a comprehensive portfolio of products and an unmatched distribution network that will deliver benefits to our shareholders, customers, suppliers and employees,” concluded Mr. Maher.

 


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

 



 

Key Financial Indicators for the nine months and 3Q 2010 vs. 2009

 

 

 

9M 2010

 

9M 2009

 

Change

 

3Q 2010

 

3Q 2009

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

1,895.9

 

1,595.6

 

18.8

%

640.9

 

524.1

 

22.3

%

Dairy

 

1,318.0

 

1,115.4

 

18.2

%

456.4

 

368.7

 

23.8

%

Beverages

 

349.8

 

303.4

 

15.3

%

110.1

 

93.6

 

17.7

%

Baby Food

 

228.2

 

176.8

 

29.1

%

74.4

 

61.9

 

20.2

%

Gross profit

 

576.6

 

551.9

 

4.5

%

200.8

 

188.6

 

6.5

%

Gross margin, %

 

30.4

%

34.6

%

(420 bp

)

31.3

%

36.0

%

(470 bp

)

Selling and distribution expenses

 

(317.8

)

(272.3

)

16.7

%

(117.9

)

(87.8

)

34.4

%

General and administrative expenses

 

(95.4

)

(97.1

)

(1.7

)%

(31.9

)

(33.3

)

(4.1

)%

Operating income

 

154.2

 

177.1

 

(12.9

)%

48.4

 

65.3

 

(25.8

)%

Financial expenses, net

 

(29.0

)

(31.8

)

(8.8

)%

(16.9

)

(5.9

)

184.1

%

Net income

 

92.7

 

109.4

 

(15.2

)%

21.0

 

44.5

 

(52.7

)%

EBITDA

 

239.6

 

246.6

 

(2.8

)%

80.0

 

88.2

 

(9.4

)%

EBITDA margin, %

 

12.6

%

15.5

%

(290 bp

)

12.5

%

16.8

%

(430 bp

)

CAPEX excluding acquisitions

 

105.0

 

76.8

 

36.7

%

39.6

 

30.9

 

28.2

%

 

Dairy

 

Sales in the Dairy Segment increased 18.2% to US$1,318.0 million in the first nine months of 2010 from US$1,115.4 million in the same period of 2009. Sales growth was driven primarily by strong volumes as well as pricing. The average dollar selling price increased 14.2% to US$1.20 per 1 kg in the first nine months of 2010 from US$1.05 per 1 kg in the same period last year. We continued to see a pressure from raw milk costs through the third quarter of 2010. Our raw milk purchasing price increased year-on-year in US dollar terms 40.8% in the first nine months, and 53.5% in the third quarter of 2010. As a result, our gross margin in the Dairy Segment declined to 23.9% in the first nine months of 2010 from 31.1% in the same period last year. However, gross margin improved to 25.6% in the third quarter of 2010.

 

Beverages

 

Beverages continued to outperform the market winning market share and accelerating volume growth. Sales in the Beverage segment increased 15.3% to US$349.8 million in the first nine months of 2010 compared to US$303.4 million in the same period of 2009. The growth was driven by solid volumes, offset partially by mix effect. The average dollar selling price decreased 1.9% to US$0.74 per liter in the first nine months of 2010 from US$0.75 per liter in the same period last year. Gross margin in Beverages increased to 43.7% in the first nine months of 2010 from 39.2% in the same period last year due to improved efficiency and lower input costs. Gross margin in Beverages increased to 44.4% in the third quarter of 2010 from 40.1% in the third quarter of 2009.

 

Baby Food

 

The Baby Food Segment demonstrated traditionally strong volume growth and improved market position. Sales in Baby Food increased 29.1% to US$228.2 million in the first nine months of 2010 from US$176.8 million in the same period last year driven mainly by growth in volumes. The average dollar selling price increased 6.1% to US$1.87 per kg in the first nine months of 2010 from US$1.76 per kg in the first nine months of 2009. Gross margin in the Baby Food Segment decreased to 47.5% in the first nine months of 2010 from 49.0% in the first nine months of 2009 due to slight changes in mix.

 

Key Cost Elements

 

In the first nine months of 2010, selling and distribution expenses increased 16.7% to US$317.8 million from US$272.3 million in the same period last year, mainly due to higher transportation and personnel expenses. At the same time as a percentage of sales, selling and distribution expenses decreased to 16.8% in the first nine months of 2010 from 17.1% in the first nine months of 2009. General and administrative expenses decreased 1.7% to US$95.4 million in the first nine months of 2010 from US$97.1 million in the same period last year. General and administrative expenses, as a percentage of sales, decreased to 5.0% in the first nine months of 2010 from 6.1% in the same period of 2009.

 

Operating profit decreased 12.9% year-on-year to US$154.2 million in the first nine months of 2010.

 



 

EBITDA declined 2.8% year-on-year to US$239.6 million in the first nine months of 2010. EBITDA margin declined to 12.6% in the first nine months of 2010 compared to 15.5% in the same period last year.

 

In the first nine months of 2010, financial expenses decreased 8.8% to US$29.0 million compared to US$31.8 million in the same period of 2009. However, in the third quarter of 2010, financial expenses increased to US$16.9 million compared to US$5.9 million in the third quarter of 2009. This was mainly due to increased interest expense which amounted to US$14.6 million in the third quarter of 2010 compared to US$7.7 million in the third quarter of the last year.

 

Our effective tax rate increased to 24.9% in the first nine months of 2010 from 24.1% in the same period of 2009.

 

Net Income

 

In the first nine months of 2010, net income decreased 15.2% year-on-year to US$92.7 million.

 



 

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
September 30, 2010

 

9 months ended
September 30, 2009

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

92.7

 

4.8

%

109.4

 

6.9

%

Add: Depreciation and amortization

 

85.4

 

4.5

%

69.4

 

4.4

%

Add: Income tax expense

 

31.2

 

1.6

%

35.0

 

2.2

%

Add: Interest expense

 

31.2

 

1.65

%

22.8

 

1.4

%

Less: Interest income

 

(2.7

)

(0.1

)%

(3.7

)

(0.2

)%

Add: Currency remeasurement (gains)/losses, net

 

(0.9

)

(0.05

)%

10.2

 

0.6

%

Add: Bank charges

 

1.6

 

0.1

%

2.1

 

0.1

%

Add: Noncontrolling interests

 

1.3

 

0.1

%

0.9

 

0.1

%

Add: Other

 

(0.2

)

(0.01

)%

0.5

 

0.03

%

 

 

 

 

 

 

 

 

 

 

EBITDA

 

239.6

 

12.6

%

246.6

 

15.5

%

 

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 noncontrolling interests. 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.

 



 

Wimm-Bill-Dann Foods

 

Consolidated Balance Sheets

 

(Amounts in thousands of U.S. dollars)

 

 

 

September  30,

 

December 31,

 

 

 

2010

 

2009

 

 

 

(unaudited)

 

(audited)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

41,184

 

$

248,521

 

Trade receivables, net

 

147,935

 

112,083

 

Inventory, net

 

285,583

 

191,334

 

Taxes receivable

 

39,654

 

32,304

 

Advances paid

 

42,114

 

22,678

 

Deferred tax asset

 

18,092

 

15,159

 

Other current assets

 

485,957

 

19,381

 

Total current assets

 

1,060,519

 

641,460

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

720,098

 

699,996

 

Intangible assets, net

 

42,245

 

38,688

 

Goodwill

 

105,091

 

105,643

 

Deferred tax asset — non-current portion

 

2,250

 

1,415

 

Other non-current assets

 

2,456

 

1,602

 

Total non-current assets

 

872,140

 

847,344

 

Total assets

 

$

1,932,659

 

$

1,488,804

 

 



 

Wimm-Bill-Dann Foods

 

Consolidated Balance Sheets (continued)

 

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

 

 

 

 

September  30,
2010

 

December 31,
2009

 

 

 

(unaudited)

 

(audited)

 

Liabilities and equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

161,117

 

$

135,825

 

Advances received

 

11,542

 

10,762

 

Short-term loans

 

27,721

 

4,521

 

Long-term loans, current portion

 

257,798

 

22,308

 

Long-term notes payable, current portion

 

184,709

 

185,835

 

Taxes payable

 

15,119

 

13,667

 

Accrued liabilities

 

99,652

 

54,969

 

Other payables

 

37,822

 

28,249

 

Total current liabilities

 

795,480

 

456,136

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

360,253

 

285,998

 

Other long-term payables

 

27,532

 

21,215

 

Deferred taxes — long-term portion

 

22,005

 

22,179

 

Total long-term liabilities

 

409,790

 

329,392

 

Total liabilities

 

1,205,270

 

785,528

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized and issued with a par value of 20 Russian rubles; 41,330,522 shares outstanding as of September 30, 2010 and 41,846,022 shares outstanding as of December 31, 2009

 

29,908

 

29,908

 

Share premium account

 

163,570

 

163,781

 

Treasury stock, at cost

 

(78,994

)

(54,802

)

Accumulated other comprehensive loss:

 

 

 

 

 

Currency translation adjustment

 

(34,954

)

(32,167

)

Retained earnings

 

638,335

 

587,160

 

Equity attributable to shareholders of WBD Foods

 

717,865

 

693,880

 

 

 

 

 

 

 

Equity attributable to noncontrolling interests

 

9,524

 

9,396

 

Total equity

 

727,389

 

703,276

 

Total liabilities and equity

 

$

1,932,659

 

$

1,488,804

 

 



 

Wimm-Bill-Dann Foods

 

Consolidated Statements of Income

(unaudited)

 

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

 

 

 

Nine months ended
September 30,

 

 

 

2010

 

2009

 

Sales

 

$

1,895,923

 

$

1,595,599

 

 

 

 

 

 

 

Cost of sales

 

(1,319,349

)

(1,043,665

)

Gross profit

 

576,574

 

551,934

 

 

 

 

 

 

 

Selling and distribution expenses

 

(317,834

)

(272,303

)

General and administrative expenses

 

(95,445

)

(97,099

)

Other operating expenses, net

 

(9,058

)

(5,427

)

 

 

 

 

 

 

Operating income

 

154,237

 

177,105

 

 

 

 

 

 

 

Financial income and expenses, net

 

(28,986

)

(31,788

)

Income before provision for income taxes 

 

125,251

 

145,317

 

 

 

 

 

 

 

Provision for income taxes

 

(31,188

)

(34,958

)

Consolidated net income

 

$

94,063

 

$

110,359

 

 

 

 

 

 

 

Net income attributable to noncontrolling interest

 

(1,333

)

(944

)

 

 

 

 

 

 

Net income attributable to WBD Foods shareholders

 

$

92,730

 

$

109,415

 

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

 

$

2.24

 

$

2.55

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

41,413,305

 

42,917,970

 

 



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Statements of Cash Flows
(unaudited)

 

(Amounts in thousands of U.S. dollars)

 

 

 

Nine months ended
September 30,

 

 

 

2010

 

2009

 

Cash flows from operating activities:

 

 

 

 

 

Consolidated net income

 

$

94,063

 

$

110,359

 

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

 

87,383

 

78,577

 

Changes in operating assets and liabilities

 

(84,916

)

1,082

 

Net cash provided by operating activities

 

96,530

 

190,018

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for property, plant and equipment and intangible assets

 

(103,416

)

(86,100

)

Other cash used in investing activities

 

(47

)

(4

)

Proceeds from disposal of property, plant and equipment

 

3,129

 

1,747

 

Other investing activities

 

482

 

308

 

Net cash used in investing activities

 

(99,852

)

(84,049

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Cash paid for acquisition of noncontrolling interests

 

(364

)

(1,947

)

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

 

331,206

 

96,945

 

Short-term loans and notes, net

 

23,338

 

(184,257

)

Repayment of long-term loans and notes

 

(19,191

)

(29,585

)

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

 

1,199

 

5,663

 

Repayment of finance lease payables

 

(6,723

)

(7,626

)

Dividends paid

 

(40,834

)

(544

)

Cash paid for treasury stock acquisition

 

(24,192

)

(33,870

)

Other finance activities

 

566

 

 

Restricted cash for treasury stock acquisition

 

(470,000

)

 

 

Net cash used in financing activities

 

(204,995

)

(155,221

)

 

 

 

 

 

 

Impact of exchange rate differences on cash and cash equivalents

 

980

 

(22,053

)

Net decrease in cash and cash equivalents

 

(207,337

)

(71,305

)

Cash and cash equivalents, at beginning of period

 

248,521

 

277,252

 

Cash and cash equivalents, at the end of period

 

$

41,184

 

$

205,947

 

 



 

- 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, Chudo, Imunele, Bio Max and more), juices (J7, Lubimy Sad, 100% Gold), Essentuki mineral water and Rodniki Rossii natural water, Zdraivery kids’ brand and Agusha baby food.

 

The company has 38 manufacturing facilities in Russia, Ukraine, Central Asia and Georgia with over 16,000 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 2010, Standard & Poor’s Governance Services confirmed on WBD its governance, accountability, management, metrics, and analysis (GAMMA) score “GAMMA- 7+”. The score is the highest among Russian companies and 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.

 



 

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 V. Ivanov

 

Name:

Dmitry V. Ivanov

 

Title:

CFO

 

 

Wimm-Bill-Dann Foods OJSC

 

Date: December 23, 2010