FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
December 22, 2008

 

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

25% REVENUE GROWTH IN FIRST NINE MONTHS OF 2008

 

Moscow, Russia — December 18, 2008 — Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the third quarter and the first nine months ended September 30, 2008.

 

Highlights of the first nine months of 2008:

 

·                  Strong double-digit revenue growth across all business segments

·                  Group revenue increased 24.8% to US$2,194.1 million

·                  Gross profit grew 22.2% to US$707.0 million

·                  Operating income rose 15.1% to US$193.6 million

·                  Net income increased 3.7% to US$109.6 million

·                  EBITDA1 rose 23.3% to US$282.7 million

·                  Operating cash flow grew 156.8% to US$168.5 million

 

“Despite a challenging operating environment, we achieved strong double-digit revenue and EBITDA growth in the third quarter and the nine months of 2008, which further testifies to the strength and resilience of the business and our focus on executing our strategy,” said Tony Maher, Wimm-Bill-Dann’s Chief Executive Officer.

 

We continue to face significant headwinds created by a decline in consumer confidence in Russia and CIS, slower GDP growth, and unprecedented global financial turmoil. Nevertheless, our balance sheet is strong, our liquidity is excellent, and we are comfortable with our debt position, including a bond of approximately $185 million that we will pay down in March of 2009 if required. We may choose to refinance the debt if financing is available at attractive rates, but as of today, we are planning to repay those obligations with internal funds. We have a strong cash balance of $137 million as of the end of the third quarter and we continue to generate significant cash flow from operations, totalling $168 million in the first nine months of the year.”

 

“All of our business segments continue to post strong results, with group revenue growing 25% for the first nine months of 2008 on a year-over-year basis to nearly $2.2 billion. This growth has been purely organic. Our dairy segment delivered sales of $1.6 billion in the first nine months of 2008, up nearly 23% year-over-year. Our beverage business achieved sales growth of nearly 20% to $372.5 million through the first nine months of the year. And our baby food sales for the first nine months of 2008 grew 61% over same period in 2007 to $191.6 million.”

 

“Our gross profit for the first nine months of 2008 was $707 million, up 22% from the same period a year ago. This improvement was across all three business segments. EBITDA also continued to show solid improvement. For the first nine months of 2008, EBITDA was $282.7 million, up 23.3% from the first nine months of 2007.

 


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

 

2



 

“In conclusion, I would like to add that we remain confident in our financial strength, our ability to execute, and our strategy for sustained profitability. Over the last several years, we have put in place a strong foundation, which, combined with the very nature of our business, will see us emerge even stronger from this uncertain period”

 

3



 

Key Financial Indicators for the First Nine Months and 3Q 2008 vs. 2007

 

 

 

9M2008

 

9M2007

 

Change

 

3Q2008

 

3Q2007

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

2,194.1

 

1,758.3

 

24.8

%

702.1

 

610.5

 

15.0

%

Dairy

 

1,630.0

 

1,328.7

 

22.7

%

524.6

 

470.3

 

11.5

%

Beverages

 

372.5

 

310.6

 

19.9

%

113.5

 

98.5

 

15.2

%

Baby Food

 

191.6

 

119.0

 

61.0

%

64.0

 

41.7

 

53.5

%

Gross profit

 

707.0

 

578.4

 

22.2

%

236.6

 

200.6

 

18.0

%

Selling and distribution expenses

 

365.7

 

281.7

 

29.8

%

124.6

 

95.8

 

30.1

%

General and administrative expenses

 

136.5

 

129.5

 

5.4

%

39.6

 

43.2

 

(8.4

)%

Operating income

 

193.6

 

168.3

 

15.1

%

67.6

 

59.9

 

12.9

%

Financial expenses, net

 

36.5

 

15.4

 

137.1

%

24.7

 

2.9

 

759.7

%

Net income

 

109.6

 

105.6

 

3.7

%

31.0

 

39.8

 

(22.2

)%

EBITDA

 

282.7

 

229.4

 

23.3

%

98.9

 

82.2

 

20.3

%

CAPEX excluding acquisitions

 

158.9

 

127.7

 

24.4

%

47.7

 

58.6

 

(18.6

)%

 

Dairy

 

Sales in the Dairy Segment increased 22.7% to US$1,630.0 million in the first nine months of 2008 from US$1,328.7 million in the same period of 2007. The growth was organic, driven primarily by pricing and offset slightly by volume decline. The average dollar selling price rose 33.0% to US$1.40 per kg in the first nine months of 2008 from US$1.05 per kg in the same period of 2007 driven primarily by average ruble price growth and exchange rate effect. Our raw milk purchasing price grew 35.7% year-on-year in ruble terms (46.2% in US dollar terms) in the first nine months of 2008. The gross margin in the Dairy Segment decreased to 29.1% in the first nine months of 2008 from 30.1% in the first nine months of 2007. Despite continued raw milk cost pressure, the gross margin in the Dairy segment improved slightly to 30.8% in the third quarter of 2008 from 30.5% in the third quarter 2007 and also improved sequentially from 30.1% in the second quarter of 2008.

 

Beverages

 

Sales in the Beverages Segment increased 19.9% to US$372.5 million in the first nine months of 2008 from US$310.6 million during the same period last year, driven mainly by a healthy balance of price, volume and mix. The average dollar selling price increased 14.8% to US$0.95 per liter in the first nine months of 2008 from US$0.83 per liter in the first nine months of 2007. The gross margin in the Beverages Segment decreased to 38.6% in the first nine months of 2008 from 40.4% in the same period last year, due to concentrate cost pressure. The gross margin in Beverages increased slightly to 40.0% in the third quarter of 2008 from 39.6% in the third quarter last year.

 

Baby Food

 

Sales in the Baby Food Segment increased 61.0% to US$191.6 million in the first nine months of 2008 from US$119.0 million in the same period last year, driven by a healthy balance of volume and price. The average selling price rose 27.4% to US$2.37 per kg in the

 

4



 

first nine months of 2008 from US$1.86 per kg in the first nine months of 2007. The gross margin in the Baby Food Segment increased to 46.6% in the first nine months of 2008 from 44.4% in the first nine months of 2007.

 

Key Cost Elements

 

In the first nine months of 2008, selling and distribution expenses increased 29.8% to US$365.7 million. Selling and distribution expenses, as a percentage of sales, stood at 16.7% in the first nine months of 2008 compared to 16.0% in the same period last year. General and administrative expenses increased 5.4% to US$136.5 million in the first nine months of 2008. General and administrative expenses, as a percentage of sales, declined to 6.2% in the first nine months of 2008 from 7.4% in the same period last year.

 

Operating profit increased 15.1% to US$193.6 million in the first nine months of 2008. EBITDA grew 23.3% to US$282.7 million.

 

In the first nine months of 2008, financial expenses grew to US$36.5 million from US$15.4 million in the same period of 2007. This was mainly a result of a currency revaluation loss of US$3.9 million in the first nine months of 2008 against currency revaluation gain in 2007 of US$14.0 million. Currency revaluation loss amounted to US$ 15.1 million in the third quarter of 2008 compared to currency revaluation gain in the third quarter of 2007 of US$8.4 million. Currency revaluation loss was incurred in the third quarter as a result of the weakening of the ruble against the dollar, impacting mainly US$250 million syndicated loan taken out in the second quarter of 2008. Currency revaluation loss is not a cash item.

 

Our effective tax rate decreased to 28.5% in the first nine months of 2008 from 29.3% in the same period of 2007.

 

Net Income

 

Net income increased 3.7% to US$109.6 million in the first nine months of 2008 from US$105.6 million in the first nine months of 2007. Underlying net income excluding foreign currency revaluation effect and adjusted for respective tax amount increased in the third quarter of 2008 by 23.7% year-on-year to $41.9 million, and by 17.4% year-on-year in the first nine months of 2008 to $112.4 million.

 

5



 

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, 2008

 

September 30, 2007

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

109.6

 

5.0

%

105.6

 

6.0

%

Add: Depreciation and amortization

 

89.1

 

4.1

%

61.1

 

3.5

%

Add: Income tax expense

 

44.8

 

2.0

%

44.7

 

2.5

%

Add: Interest expense

 

35.2

 

1.6

%

29.5

 

1.7

%

Less: Interest income

 

(4.3

)

(0.2

)%

(2.3

)

(0.1

)%

Less: Currency remeasurement (gains)/losses, net

 

3.9

 

0.2

%

(14.0

)

(0.8

)%

Add: Bank charges

 

2.0

 

(0.1

)%

2.1

 

(0.1

)%

Add: Minority interest

 

2.7

 

(0.1

)%

2.5

 

(0.1

)%

Add: Other (gains)/losses

 

(0.3

)

(0.01

)%

0.1

 

0.004

%

 

 

 

 

 

 

 

 

 

 

EBITDA

 

282.7

 

12.9

%

229.4

 

13.0

%

 

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.

 

6



 

Condensed Consolidated Balance Sheets

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

 

 

 

September 30,
2008

 

December 31,
2007*

 

 

 

Unaudited

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

137,145

 

33,452

 

Trade receivables, net

 

154,116

 

157,608

 

Inventory

 

312,878

 

261,254

 

Taxes receivable

 

64,552

 

65,689

 

Advances paid

 

36,375

 

43,924

 

Deferred tax asset

 

22,619

 

17,479

 

Other current assets

 

14,492

 

13,252

 

Total current assets

 

742,177

 

592,658

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

803,641

 

767,654

 

Intangible assets

 

39,000

 

34,015

 

Goodwill

 

124,737

 

129,391

 

Deferred tax asset – long-term portion

 

1,061

 

2,947

 

Other non-current assets

 

9,550

 

6,437

 

Total non-current assets

 

977,989

 

940,444

 

Total assets

 

$

1,720,166

 

$

1,533,102

 

 


* Balance sheet as of December 31, 2007 presented herein has been derived from the audited financial statement at that date.

 

7



 

Condensed Consolidated Balance Sheets

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

 

 

 

September 30,
2008

 

December 31,
2007*

 

 

 

Unaudited

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

142,561

 

130,729

 

Advances received

 

10,928

 

13,626

 

Short-term debt

 

244,722

 

405,274

 

Taxes payable

 

16,510

 

14,351

 

Accrued liabilities

 

36,697

 

51,877

 

Other payables

 

52,080

 

40,349

 

Total current liabilities

 

503,498

 

656,206

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term debt

 

399,055

 

140,553

 

Other long-term payables

 

8,415

 

18,346

 

Deferred taxes – long-term portion

 

35,015

 

31,011

 

Total long-term liabilities

 

442,485

 

189,910

 

 

 

 

 

 

 

Total liabilities

 

945,983

 

846,116

 

 

 

 

 

 

 

Minority interest

 

14,893

 

13,862

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized, issued and outstanding with a par value of 20 Russian rubles at September 30, 2008 and December 31, 2007

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

86,765

 

110,171

 

Retained earnings

 

478,485

 

368,913

 

Total shareholders’ equity

 

759,290

 

673,124

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,720,166

 

$

1,533,102

 

 


* Balance sheet as of December 31, 2007 presented herein has been derived from the audited financial statement at that date.

 

8



 

Condensed Consolidated Statements of Operations and

Comprehensive Income (unaudited)

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

 

 

 

Nine months ended
September 30,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Sales

 

$

2,194,132

 

$

1,758,316

 

 

 

 

 

 

 

Cost of sales

 

(1,487,084

)

(1,179,894

)

 

 

 

 

 

 

Gross profit

 

707,048

 

578,422

 

 

 

 

 

 

 

Selling and distribution expenses

 

(365,745

)

(281,704

)

General and administrative expenses

 

(136,455

)

(129,495

)

Other operating income (expenses) net

 

(11,221

)

1,025

 

 

 

 

 

 

 

Operating income

 

193,627

 

168,248

 

 

 

 

 

 

 

Financial income and expenses, net

 

(36,513

)

(15,401

)

 

 

 

 

 

 

Income before provision for income taxes and minority interest

 

157,114

 

152,847

 

 

 

 

 

 

 

Provision for income taxes

 

(44,830

)

(44,712

)

 

 

 

 

 

 

Minority interest

 

(2,712

)

(2,514

)

 

 

 

 

 

 

Net income

 

$

109,572

 

$

105,621

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

Currency translation adjustment

 

(23,406

)

30,744

 

 

 

 

 

 

 

Comprehensive income

 

$

86,166

 

$

136,365

 

 

 

 

 

 

 

Net income per share - basic and diluted

 

$

2.49

 

$

2.40

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

44,000,000

 

44,000,000

 

 

9



 

Condensed Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands of U.S. dollars)

 

 

 

Nine months ended

 

 

 

September 30,

 

 

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

109,572

 

$

105,621

 

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

 

105,235

 

54,685

 

Changes in operating assets and liabilities

 

(46,350

)

(94,713

)*

Total cash provided by operating activities

 

168,457

 

65,593

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

(700

)

(21,005

)

Cash paid for property, plant and equipment

 

(155,313

)

(108,207

)

Cash invested in short-term bank deposits and other current assets

 

 

6,718

 

Other investing activities

 

2,140

 

3,551

 

Net cash used in investing activities

 

(153,873

)

(118,943

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

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

 

207,476

 

151,466

 

Short-term loans and notes, net

 

(60,542

)

(86,177

)

Repayment of long-term loans and notes

 

(307,182

)

(3,621

)

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

 

268,970

 

7,692

 

Repayment of long-term payables

 

(11,256

)

(15,691

)

Dividends paid

 

(118

)

(5,420

)*

Total cash provided by financing activities

 

97,348

 

48,249

 

 

 

 

 

 

 

Impact of exchange rate differences on cash and cash equivalents

 

(8,239

)

2,045

 

Net change in cash and cash equivalents

 

103,693

 

(3,056

)

Cash and cash equivalents, at beginning of period

 

33,452

 

40,310

 

Cash and cash equivalents, at the end of period

 

$

137,145

 

$

37,254

 

 


* Personal income taxes for dividends paid were re-classified in the cash flows from operating to financing activities. For comparative information, dividends paid and related taxes for the first nine months of 2007 have been adjusted, to conform to the presentation of the current period.

 

10



 

- 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 2008, Standard & Poor’s Governance Services assigned on WBD its 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.

 

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 V. Ivanov

 

Name:

Dmitry V. Ivanov

 

Title:

Chief Financial Officer

 

 

Wimm-Bill-Dann Foods OJSC

 

 

 

 

Date:  December 22, 2008

 

 

12