FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
December 12, 2005

 

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 2005 FINANCIAL RESULTS

 

Moscow, Russia – December 9, 2005 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the nine months ended September 30, 2005.

 

                  Group sales rose 18.1% year-on-year to US$1,025.9 million

                  Gross profit increased 16.9% with gross margins remaining virtually unchanged at 28.1%

                  Adjusted EBITDA(1) grew 24.2% to US$100.5 million, adjusted EBITDA margin(1) increased to 9.8% from 9.3%

                  Net income up 15.4% to US$21.7 million

                  Operating income up 26.3% to US$61.4 million

                  Operating cash flow increased 40.4% amounting to US$59.4 million

 

Key Financial Indicators of 9m 2005

 

 

 

9m 2005

 

9m 2004

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

Sales

 

1,025.9

 

868.9

 

18.1

%

Dairy

 

735.1

 

598.2

 

22.9

%

Beverages

 

227.1

 

224.7

 

1.1

%

Baby Food

 

63.7

 

46.0

 

38.5

%

Gross Profit

 

288.0

 

246.4

 

16.9

%

Selling and distribution expenses

 

(141.8

)

(126.8

)

11.8

%

General and administrative expenses

 

(78.4

)

(66.5

)

17.9

%

Operating income

 

61.4

 

48.6

 

26.3

%

Financial income and expenses, net

 

(15.9

)

(14.7

)

8.2

%

Net income

 

21.7

 

18.8

 

15.4

%

Adjusted EBITDA(1)

 

100.5

 

80.9

 

24.2

%

CAPEX including acquisitions

 

65.3

 

57.0

 

14.6

%

 

Sales in the Dairy Segment increased 22.9% from US$598.2 million in the first nine months of 2004 to US$735.1 million in the first nine months of 2005 and this was primarily attributable to organic growth. The average selling price rose 13.7% from US$0.73 per 1 kg in the first nine months of 2004 to US$0.83 per 1 kg in the same period of 2005. This increase was driven mainly by ruble price increases. The gross margin in the Dairy Segment stayed flat at 24.9 %.

 

Sales in the Beverages Segment increased 1.1% from US$224.7 million in the first nine months of 2004 to US$227.1 million in the same period of 2005. The average selling price increased 9.4% from US$0.64 per liter in the first nine months of 2004 to US$0.70 per liter in the same period of 2005. This increase was chiefly due to ruble price increases. The gross margin in the Beverages Segment remained stable at 35.3%.

 


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

 

2



 

Sales in the Baby Food Segment increased 38.5% from US$46.0 million in the first nine months of 2004 to US$63.7 million in the first nine months of 2005. The average selling price rose 19.0% from US$1.26 per 1 kg in the first nine months of 2004 to US$1.50 per 1 kg in the same period of 2005. This increase was driven primarily by an increase in the average ruble selling price and an increased proportion of higher priced products (mainly drinkable yogurts) in the overall product mix. The gross margin in the Baby Food Segment increased from 38.1% to 39.5%

 

Selling and distribution expenses decreased from 14.6% to 13.8% y-o-y as a percentage of sales. Advertising and marketing expenses decreased as a percentage of sales from 4.4% in the first nine months of 2004 to 4.0% in the first nine months of 2005. General and administrative expenses as a percentage of sales remained flat at 7.6%. Operating margin increased from 5.6% to 6.0% as a result of cost cutting initiatives.

 

Financial expenses in the first nine months of 2005 increased 8.2% to US$15.9 million compared to US$14.7 million in the same period of 2004 which was mainly due to higher interest expenses.

 

Net income increased by 15.4% from US$18.8 million to US$21.7 million.

 

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.

 

 

 

9 months ended
September 30, 2005

 

9 months ended
September 30, 2004

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

Net income

 

21.7

 

2.1

%

18.8

 

2.2

%

Add: Depreciation and amortization

 

39.1

 

3.8

%

32.2

 

3.7

%

Add: Income tax expense

 

20.8

 

2.0

%

12.4

 

1.4

%

Add: Interest expense

 

17.7

 

1.7

%

17.0

 

2.0

%

Less: Interest income

 

(1.0

)

0.1

%

(1.1

)

0.1

%

Less: Currency remeasurement gains, net

 

(2.3

)

0.2

%

(2.5

)

0.3

%

Add: Bank charges

 

1.5

 

0.2

%

1.3

 

0.1

%

Add: Other financial expenses (gain)

 

0.0

 

0.0

%

0.0

 

0.0

%

Add: Minority interest

 

3.0

 

0.3

%

2.8

 

0.3

%

Adjusted EBITDA

 

100.5

 

9.8

%

80.9

 

9.3

%

 

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.

 

3



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Operations (unaudited)

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

 

 

 

Nine months ended September 30,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Sales

 

$

1,025,866

 

$

868,949

 

 

 

 

 

 

 

Cost of sales

 

(737,827

)

(622,575

)

 

 

 

 

 

 

Gross profit

 

288,039

 

246,374

 

 

 

 

 

 

 

Selling and distribution expenses

 

(141,756

)

(126,757

)

General and administrative expenses

 

(78,413

)

(66,476

)

Other operating expenses, net

 

(6,475

)

(4,499

)

 

 

 

 

 

 

Operating income

 

61,395

 

48,642

 

 

 

 

 

 

 

Financial income and expenses, net

 

(15,895

)

(14,689

)

 

 

 

 

 

 

Income before provision for income taxes and minority interest

 

45,500

 

33,953

 

 

 

 

 

 

 

Provision for income taxes

 

(20,754

)

(12,380

)

 

 

 

 

 

 

Minority interest

 

(3,002

)

(2,801

)

 

 

 

 

 

 

Net income

 

$

21,744

 

$

18,772

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

Currency translation adjustment

 

(10,149

)

2,670

 

 

 

 

 

 

 

Comprehensive (loss) income

 

$

11,595

 

$

21,442

 

 

 

 

 

 

 

Net income per share - basic and diluted:

 

$

0.49

 

$

0.43

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

44,000,000

 

44,000,000

 

 

4



 

WIMM-BILL-DANN FOODS

Consolidated Balance Sheets

(Amounts in thousands of U.S. dollars)

 

 

 

September 30,
2005

 

December 31,
2004

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

45,114

 

$

23,791

 

Trade receivables, net

 

55,556

 

62,210

 

Inventory

 

162,013

 

102,039

 

Taxes receivable

 

69,725

 

85,578

 

Advances paid

 

14,449

 

19,494

 

Net investment in direct financing leases

 

2,397

 

2,109

 

Deferred tax asset

 

6,728

 

6,265

 

Other current assets

 

5,731

 

7,145

 

Total current assets

 

361,713

 

308,631

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

449,964

 

440,096

 

Intangible assets

 

2,657

 

2,251

 

Goodwill

 

27,884

 

26,291

 

Net investment in direct financing leases – long-term portion

 

3,509

 

3,895

 

Long-term investments

 

1,479

 

2,417

 

Deferred tax asset – long-term portion

 

5,915

 

7,001

 

Other non-current assets

 

3,238

 

5,506

 

Total non-current assets

 

494,646

 

487,457

 

 

 

 

 

 

 

Total assets

 

$

856,359

 

$

796,088

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

71,630

 

$

62,400

 

Advances received

 

4,604

 

3,492

 

Short-term loans

 

53,897

 

17,554

 

Long-term loans – current portion

 

4,980

 

936

 

Long-term notes payable – current portion

 

50,228

 

 

Taxes payable

 

13,237

 

13,281

 

Accrued liabilities

 

18,189

 

14,691

 

Government grants – current portion

 

2,267

 

2,329

 

Other payables

 

33,576

 

29,615

 

Total current liabilities

 

252,608

 

144,298

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

2,340

 

7,120

 

Long-term notes payable

 

150,000

 

201,709

 

Other long-term payables

 

30,892

 

39,294

 

Government grants – long-term portion

 

3,319

 

5,156

 

Deferred taxes – long-term portion

 

11,922

 

10,268

 

 

 

 

 

 

 

Total long-term liabilities

 

198,473

 

263,547

 

Total liabilities

 

451,081

 

407,845

 

Minority interest

 

22,767

 

17,327

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized, issued and outstanding with a par value of 20 Russian rubles at September 30, 2005 and December 31, 2004

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

33,756

 

43,905

 

Retained earnings

 

154,715

 

132,971

 

Total shareholders’ equity

 

$

382,511

 

$

370,916

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

856,359

 

$

796,088

 

 

5



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands of U.S. dollars)

 

 

 

Nine months ended September 30,

 

 

 

2005

 

2004

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

21,744

 

$

18,772

 

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

 

 

 

 

 

Minority interest

 

3,002

 

2,801

 

Depreciation and amortisation

 

39,059

 

32,249

 

Currency remeasurement gain relating to bonds payable, long-term payables and investments

 

(294

)

(1,839

)

Obsolescence and net realizable value expense

 

711

 

3,765

 

Provision for doubtful accounts

 

2,235

 

4,162

 

Loss on disposal of property, plant and equipment

 

1,436

 

748

 

Earned income on net investment in direct financing leases

 

(213

)

(322

)

Deferred tax (benefit) expense

 

2,051

 

(2,721

)

Non-cash rental received

 

2,043

 

1,661

 

Write off of long-term investments

 

971

 

 

Write off of trade receivables

 

1,329

 

859

 

Amortisation of bonds issue expenses

 

787

 

766

 

Other

 

(854

)

50

 

Changes in operating assets and liabilities:

 

 

 

 

 

(Increase) in inventories

 

(56,024

)

(35,849

)

Decrease/(increase) in trade accounts receivable

 

1,964

 

(3,844

)

Decrease/(increase) in advances paid

 

4,951

 

(7,970

)

Decrease in taxes receivable

 

8,430

 

13,112

 

Decrease/(increase) in other current assets

 

1,520

 

(2,175

)

Increase in trade accounts payable

 

10,130

 

12,847

 

Increase in advances received

 

1,165

 

575

 

Increase (decrease) in taxes payable

 

5,414

 

(876

)

Increase in accrued liabilities

 

4,405

 

4,831

 

Increase in other current payables

 

3,297

 

700

 

Increase in other long-term payables

 

157

 

23

 

Total cash provided by operating activities

 

$

59,416

 

$

42,325

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

$

(10,091

)

$

(4,166

)

Cash paid for property, plant and equipment

 

(50,713

)

(45,519

)

Cash paid for acquisition of investments

 

(72

)

(248

)

Proceeds from disposal of property, plant and equipment

 

3,894

 

1,425

 

Proceeds from disposal of investments

 

553

 

274

 

Cash paid for net investments in direct financing leases

 

(1,302

)

(1,948

)

Cash received (paid) from other long-term assets

 

424

 

(1,646

)

Total cash used in investing activities

 

(57,307

)

(51,828

)

Cash flows from financing activities:

 

 

 

 

 

Short-term loans and notes, net

 

32,627

 

18,371

 

Repayment of long-term notes

 

 

(2,254

)

Proceeds from long-term loans

 

1,818

 

13

 

Repayment of long-term loans

 

(2,368

)

(1,309

)

Repayment of long-term payables

 

(12,025

)

(14,250

)

Total cash provided by financing activities

 

20,052

 

571

 

Total cash provided (used in) by operating, investing and financing activities

 

22,161

 

(8,932

)

Impact of exchange rate differences on cash and cash equivalents

 

(838

)

420

 

Net increase in cash and cash equivalents

 

21,323

 

8,512

 

Cash and cash equivalents, at beginning of period

 

23,791

 

40,264

 

Cash and cash equivalents, at the end of period

 

$

45,114

 

$

31,752

 

 

6



 

 - 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

 

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 products and beverages in Russia. The company was founded in 1992.

 

The Company currently owns 28 manufacturing facilities 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.

 

Wimm-Bill-Dann was awarded Grand Prix for Best Overall Investor Relations in 2004 – Small & Mid cap companies and Best Investor Relations Officer in 2004– Small & Mid cap companies at the Second Annual IR Magazine Russia Awards held in December 2004 and organized by IR Magazine and the Association of Investor Relations Professionals. Wimm-Bill-Dann previously received the Grand Prix for Best Overall Investor Relations in 2003– Small & Mid cap - at the first annual IR Russia Awards Ceremony held in Moscow.

 

7



 

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 12, 2005

 

8