FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
June 16, 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

FIRST QUARTER 2005 FINANCIAL RESULTS

 

Moscow, Russia – June 16, 2005 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the three months ended March 31, 2005.

 

During the first three months of 2005, Wimm-Bill-Dann’s sales rose by 17.0% to US$325.7 million, compared to US$278.3 million in the first quarter of 2004. Gross profit increased by 15.7% compared to the same period last year, while gross margins declined to 25.7% in the first three months of 2005 from 26.0% in the same period of 2004. Operating income increased by 26.3% year-on-year from US$7.6 million to US$9.6 million. Adjusted EBITDA* increased by 17.2% year-on-year from US$18.6 million to US$21.8 million. Adjusted EBITDA* margin remained flat at 6.7%. Net income decreased to US$2.9 million in the first quarter of 2005 from US$5.3 million in the first quarter of 2004.

 

Commenting on today’s announcement Sergei Plastinin, Chief Executive Officer of Wimm-Bill-Dann Foods OJSC, said: “Traditionally, the first quarter is the most challenging one throughout the year. Despite this, our sales continued to demonstrate stable growth: our dairy sales were up 18.4% largely due to regional expansion, the launch of new innovative products and the strengthening of the already existing product range. Following the success of Imunele, our immune system booster, we launched Imunele Forte, a new product enriched with probiotics and vitamins. We also initiated an awareness campaign to focus people’s minds on healthier lifestyles. During the first quarter we almost doubled the output of Lamber cheese, following increasing consumer demand for this product. Our operating income grew 26.3%, while our net income decreased mainly as a result of substantial decline in foreign currency translation gain as compared to the first quarter of 2004 due to the change in the exchange rate dynamics.”

 

Key Operating and Financial Indicators of 3m 2005

 

 

 

Q1 2005

 

Q1 2004

 

Change

 

 

 

US$‘mln

 

US$‘mln

 

 

 

Sales

 

325.7

 

278.3

 

17.0

%

Dairy

 

232.0

 

195.9

 

18.4

%

Baby Food

 

20.8

 

14.7

 

41.5

%

Beverages

 

72.9

 

67.7

 

7.7

%

Gross Profit

 

83.8

 

72.4

 

15.7

%

Selling and distribution expenses

 

(44.7

)

(40.9

)

9.3

%

General and administrative expenses

 

(27.0

)

(21.6

)

25.0

%

Operating income

 

9.6

 

7.6

 

26.3

%

Financial income and expenses, net

 

(3.9

)

1.8

 

 

Net income

 

2.9

 

5.3

 

(45.3

)%

 

 

 

 

 

 

 

 

Adjusted EBITDA*

 

21.8

 

18.6

 

17.2

%

 

 

 

 

 

 

 

 

CAPEX including acquisitions

 

20.3

 

10.8

 

88.0

%

 


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

 

2



 

Wimm-Bill-Dann’s sales reached US$325.7 million in the first three months 2005 compared to US$278.3 million in the same period 2004.

 

Baby Food as a separate business unit came into effect as of January 1, 2005. Prior to 2005, Baby Food was part of the Dairy Segment. Juice and Water segments were merged into a singe Beverages Segment as of March 1, 2005.

 

Sales in the Dairy Segment increased by 18.4% from US$195.9 million in the first three months of 2004 to US$232.0 million in the first three months of 2005, while the average selling price rose by 15.5% from US$0.71 per 1 kg in the first three months of 2004 to US$0.82 per 1 kg in the same period of 2005. This increase was primarily driven by ruble price increases. Gross margins in the Dairy Segment declined from 22.8% in the first three months of 2004 to 22% in the same period of 2005. This change was primarily driven by the increase in raw materials costs mostly due to the 14.1% year-on-year increase in the weighted average US dollar price of raw milk and higher packaging and personnel costs.

 

Sales in the Baby Food Segment increased by 41.5% from US$14.7 million in the first three months of 2004 to US$20.8 million in the first three months of 2005, while the average selling price rose by 19.7% from US$1.22 per 1 kg in the first three months of 2004 to US$1.46 per 1 kg in the same period of 2005. This increase was primarily driven by ruble average price growth. Gross margins in the Baby Food Segment rose from 32.7% in the first three months of 2004 to 35.1% in the same period of 2005.

 

Sales in the Beverages Segment (combined Juice and Water Segments) increased by 7.7% from US$67.7 million in the first three months of 2004 to US$72.9 million in the same period of 2005, while the average selling price increased by 7.8% from US$0.64 per liter in the first three months of 2004 to US$0.69 per liter in the same period of 2005 primarily due to ruble price increases. Gross margin in the Beverages Segment increased to 35.2% in the first quarter 2005 from 34.0% in the same period last year.

 

Selling and distribution expenses decreased as a percentage of sales from 14.7% during the first three months of 2004 to 13.7% in the same period of 2005. Advertising and marketing expenses decreased as a percentage of sales from 4.5% in the first quarter of 2004 to 3.9% in the first quarter of 2005.

 

General and administrative expenses increased as a percentage of sales from 7.8% during the first three months of 2004 to 8.3% in the same period of 2005. This increase was primarily caused by rising personnel expenses mostly due to additional personnel in the Baby Food Segment and in the Dairy Segment in key regions, as well as the recruitment of additional managers at the holding company level in 2004.

 

Financial expenses in the first three months of 2005 totaled US$3.9 million compared to US$1.8 million financial income in the same period of 2004. Foreign currency translation gain decreased from US$7.5 million to US$1.7 million in the first three months of 2005. Interest expenses stayed almost flat at US$5.5 million.

 

3



 

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.

 

 

 

3 months ended
March  31, 2005

 

3 months ended
March  31, 2004

 

 

 

US$‘mln

 

% of sales

 

US$‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

2.9

 

0.9

%

5.3

 

1.9

%

 

 

 

 

 

 

 

 

 

 

Add: Depreciation and amortization

 

12.2

 

3.7

%

11.0

 

4.0

%

 

 

 

 

 

 

 

 

 

 

Add: Income tax expense

 

2.0

 

0.6

%

3.0

 

1.1

%

 

 

 

 

 

 

 

 

 

 

Add: Interest expense

 

5.5

 

1.7

%

5.5

 

2.0

%

 

 

 

 

 

 

 

 

 

 

Less: Interest income

 

(0.3

)

0.1

%

(0.2

)

0.1

%

 

 

 

 

 

 

 

 

 

 

Less: Currency remeasurement gains, net

 

(1.7

)

0.5

%

(7.5

)

2.7

%

 

 

 

 

 

 

 

 

 

 

Add: Bank charges

 

0.5

 

0.2

%

0.4

 

0.1

%

 

 

 

 

 

 

 

 

 

 

Add: Minority interest

 

0.7

 

0.2

%

1.1

 

0.4

%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

21.8

 

6.7

%

18.6

 

6.7

%

 

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.

 

4



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Operations (unaudited)

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

 

 

 

Three months ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Sales

 

$

325,724

 

$

278,271

 

 

 

 

 

 

 

Cost of sales

 

(241,886

)

(205,827

)

 

 

 

 

 

 

Gross profit

 

83,838

 

72,444

 

 

 

 

 

 

 

Selling and distribution expenses

 

(44,682

)

(40,927

)

General and administrative expenses

 

(26,991

)

(21,622

)

Other operating expenses

 

(2,554

)

(2,259

)

 

 

 

 

 

 

Operating income

 

9,611

 

7,636

 

 

 

 

 

 

 

Financial income and expenses, net

 

(3,937

)

1,797

 

 

 

 

 

 

 

Income before provision for income taxes and minority interest

 

5,674

 

9,433

 

 

 

 

 

 

 

Provision for income taxes

 

(2,043

)

(2,999

)

 

 

 

 

 

 

Minority interest

 

(702

)

(1,143

)

 

 

 

 

 

 

Net income

 

$

2,929

 

$

5,291

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

Currency translation adjustment

 

(1,078

)

11,139

 

 

 

 

 

 

 

Comprehensive income

 

$

1,851

 

$

16,430

 

 

 

 

 

 

 

Net income per share - basic and diluted:

 

$

0.07

 

$

0.12

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

44,000,000

 

44,000,000

 

 

5



 

WIMM-BILL-DANN FOODS

Consolidated Balance Sheets

(Amounts in thousands of U.S. dollars)

 

 

 

March 31,
2005

 

December 31,
2004

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

38,442

 

$

23,791

 

Trade receivables, net

 

58,568

 

62,210

 

Inventory, net

 

95,606

 

102,039

 

Taxes receivable

 

82,867

 

85,578

 

Advances paid

 

21,039

 

19,494

 

Net investment in direct financing leases

 

2,368

 

2,109

 

Deferred tax asset

 

9,366

 

6,265

 

Other current assets

 

10,234

 

7,145

 

Total current assets

 

318,490

 

308,631

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

444,401

 

440,096

 

Intangible assets

 

2,201

 

2,251

 

Goodwill

 

26,575

 

26,291

 

Net investment in direct financing leases – long-term portion

 

3,905

 

3,895

 

Long-term investments

 

2,307

 

2,417

 

Deferred tax asset – long-term portion

 

8,081

 

7,001

 

Other non-current assets

 

6,368

 

5,506

 

Total non-current assets

 

493,838

 

487,457

 

 

 

 

 

 

 

Total assets

 

$

812,328

 

$

796,088

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

67,607

 

$

62,400

 

Advances received

 

3,239

 

3,492

 

Short-term loans

 

17,313

 

17,554

 

Long-term loans – current portion

 

6,760

 

936

 

Taxes payable

 

13,824

 

13,281

 

Accrued liabilities

 

20,303

 

14,691

 

Government grants – current portion

 

2,322

 

2,329

 

Other payables

 

36,632

 

29,615

 

Total current liabilities

 

168,000

 

144,298

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

771

 

7,120

 

Long-term notes payable

 

201,653

 

201,709

 

Other long-term payables

 

35,509

 

39,294

 

Government grants – long-term portion

 

4,561

 

5,156

 

Deferred taxes – long-term portion

 

11,783

 

10,268

 

 

 

 

 

 

 

Total long-term liabilities

 

254,277

 

263,547

 

Total liabilities

 

422,277

 

407,845

 

 

 

 

 

 

 

Minority interest

 

17,284

 

17,327

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized, issued and outstanding with a par value of 20 Rubles at March 31, 2005 and December 31, 2004

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

42,827

 

43,905

 

Retained earnings

 

135,900

 

132,971

 

Total shareholders’ equity

 

$

372,767

 

$

370,916

 

Total liabilities and shareholders’ equity

 

$

812,328

 

$

796,088

 

 

6



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Cash Flows  (unaudited)

(Amounts in thousands of U.S. dollars)

 

 

 

Three months ended March 31,

 

 

 

2005

 

2004

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,929

 

$

5,291

 

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

 

 

 

 

 

Minority interest

 

702

 

1,143

 

Depreciation and amortisation

 

12,210

 

10,957

 

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

 

(444

)

(8,062

)

Obsolescence and net realizable value expense

 

588

 

 

Provision for doubtful accounts

 

475

 

2,721

 

Loss on disposal of property, plant and equipment

 

156

 

775

 

Earned income on net investment in direct financing leases

 

(95

)

(107

)

Deferred tax benefit

 

(2,617

)

(1,776

)

Non-cash rental received

 

613

 

521

 

Write off of long-term investments

 

882

 

 

Write off of trade receivables

 

414

 

830

 

Amortisation of bonds issue expenses

 

265

 

258

 

Other

 

 

(16

)

Changes in operating assets and liabilities:

 

 

 

 

 

Decrease in inventories

 

5,560

 

8,381

 

Decrease (increase) in trade accounts receivable

 

2,579

 

(1,318

)

Increase in advances paid

 

(1,598

)

(3,480

)

Decrease in taxes receivable

 

1,548

 

10,409

 

Increase in other current assets

 

(3,107

)

(616

)

Increase in trade accounts payable

 

5,378

 

1,367

 

Decrease in advances received

 

(243

)

(459

)

Increase (decrease) in taxes payable

 

1,505

 

(6,016

)

Increase in accrued liabilities

 

5,641

 

5,223

 

Increase in other current payables

 

3,874

 

2,870

 

Increase (decrease) in other long-term payables

 

310

 

(7

)

Total cash provided by operating activities

 

37,525

 

28,889

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

(2,679

)

 

Cash paid for property, plant and equipment

 

(15,719

)

(15,095

)

Cash paid for acquisition of investments

 

(461

)

(341

)

Proceeds from disposal of property, plant and equipment

 

990

 

337

 

Cash paid for net investments in direct financing leases

 

(796

)

 

Cash (paid) received for other long-term assets

 

(116

)

94

 

Total cash used in investing activities

 

(18,781

)

(15,005

)

Cash flows from financing activities:

 

 

 

 

 

Short-term loans and notes, net

 

(193

)

3,196

 

Repayment of long-term loans

 

(222

)

(516

)

Repayment of long-term payables

 

(3,425

)

(4,502

)

Total cash used in financing activities

 

(3,840

)

(1,822

)

Total cash provided by operating, investing and financing activities

 

14,904

 

12,062

 

Impact of exchange rate differences on cash and cash equivalents

 

(253

)

1,428

 

Net increase in cash and cash equivalents

 

14,651

 

13,490

 

Cash and cash equivalents, at beginning of period

 

23,791

 

40,264

 

Cash and cash equivalents, at the end of period

 

$

38,442

 

$

53,754

 

 

- Ends -

 

7



 

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

 

The Company currently owns 25 manufacturing facilities in 21 locations 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 last year.

 

8



 

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:

June 16, 2005

 

 

9