FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Issuer
March 20, 2003
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number: 333-14278
(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.
Yeso No ý
WIMM-BILL-DANN FOODS OJSC ANNOUNCES
FULL YEAR 2002 FINANCIAL RESULTS
Sales Growth Remains Strong in First Year as a Public Company
Moscow, Russia March 17, 2003 Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the year ended December 31, 2002.
The year marked the companys fourth consecutive year of profitable growth following Russias financial crisis in 1998. During 2002, Wimm-Bill-Danns sales increased by 22.3% compared to 2001. Gross profit increased by 34.9% with gross margins rising by 2.8% year-on-year due to the increased share of high-margin products in dairy, improved economies of scale and lower cost of raw milk. Operating income rose by 9.1% year-on-year, net income grew by 12.3% compared to 2001 and EBITDA increased by 13.0%.
As anticipated, net income was affected mostly by strong competitive pressures on juice pricing and the increase in selling and distribution expenses as the company continued to carry out its long-term regional expansion program in line with its strategy of becoming Russias leading nation-wide food producer.
Sergei Plastinin, CEO of Wimm-Bill-Dann Foods OJSC, said: Last year has been a momentous one for Wimm-Bill-Dann, beginning with our listing in February 2002 on the NYSE. In 2002, we embarked on an aggressive strategy of expansion to enter and bolster our presence in Russias fast-growing regional markets, which included a number of acquisitions and the start of a major upgrade of our production facilities. Looking forward, we see 2003 as a year of intensive investment in modernization and reorganization, as we consolidate the newly acquired companies, while continuing to focus on operational efficiency.
Key Operating and Financial Indicators of 2002
|
|
2002 |
|
2001 |
|
Change |
|
Sales volumes, thousand tons |
|
1422.7 |
|
1174.3 |
|
21.2 |
% |
|
|
|
|
|
|
|
|
|
|
US$mln |
|
US$mln |
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
824.7 |
|
674.6 |
|
22.3 |
% |
Gross profit |
|
245.0 |
|
181.6 |
|
34.9 |
% |
Gross margin, % |
|
29.7 |
% |
26.9 |
% |
2.8 |
% |
Selling and distribution expenses |
|
(109.5 |
) |
(62.2 |
) |
76.0 |
% |
General and administrative expenses |
|
(63.0 |
) |
(54.5 |
) |
15.6 |
% |
Operating income |
|
66.0 |
|
60.5 |
|
9.1 |
% |
Financial income and expenses, net |
|
(14.1 |
) |
(10.6 |
) |
33.0 |
% |
Net income |
|
35.7 |
|
31.8 |
|
12.3 |
% |
|
|
|
|
|
|
|
|
EBITDA |
|
83.3 |
|
73.7 |
|
13.0 |
% |
|
|
|
|
|
|
|
|
CAPEX excluding acquisitions |
|
136.1 |
|
57.7 |
|
|
|
Acquisitions |
|
39.6 |
|
8.9 |
|
|
|
2
In 2002, Wimm-Bill-Danns sales amounted to US$824.7 million compared to US$674.6 million in 2001. Sales in Wimm-Bill-Danns dairy segment increased by 16.0% from US$485.5 million in 2001 to US$563.0 million in 2002. Volume growth (9.7% organic and 2.0% from acquisitions) was 11.7%, whereas average price increase accounted for another 4.3% of growth. Sales in Wimm-Bill-Danns juice segment increased 38.4% from US$189.1 million in 2001 to US$261.7 million in 2002. This was driven by a 45.4% organic increase in sales volumes and affected by the higher portion of lower-end brands in the sales mix, competitive pricing pressures and changes in the distribution policy aimed at incentivising key accounts.
In 2002, in the dairy division, gross margins of 29.3% accounted for 3.6% of total margin growth due to lower cost of raw milk (decreased on average by 14% compared to 2001), higher share of value-added products and improved economies of scale. In the juice division, 2002 gross margins of 31.0% reduced the group margin growth by 0.8%, due to increased concentrate prices, competitive pricing pressures and a change in product mix towards lower-end brands. Overall, Wimm-Bill-Dann saw a 2.8% increase in gross margins in 2002.
The regional expansion program has led to an increase in selling and distribution costs, particularly in advertising and personnel. We strengthened our advertising presence in key markets, and the share of regional advertising increased to 14.1% of our total advertising and marketing budget. Annual media inflation on leading national TV channels exceeded 80%, however, Wimm-Bill-Dann was able to obtain volume discounts and hence manage the cost increase more effectively.
A substantial increase in the number of employees, averaging from about 11,000 in 2001, to over 16,000 in 2002, is also attributable to expansion. This factor contributed to an over 90% increase in the personnel portion of S&D expenses year-on-year. External factors, linked to broader Russian market conditions, have also exerted pressure on cost components, such as transportation costs.
In 2002, general and administrative expenses showed positive dynamics, decreasing to 7.6% of sales from 8.1% in 2001. This was managed in line with our growth.
The company also saw growth of net financial expenses in 2002. This is attributable to the 2002 currency remeasurement loss of US$2.9 million against the background of a US$2.5 million currency remeasurement gain booked last year. The loss was partially offset by interest income, however, interest expenses also increased this year as a result of our intensive investment in CAPEX and additional working capital requirements in the second half of the year.
EBITDA increased to US$83.3 million in 2002, compared to US$73.7 million in 2001, while the EBITDA margin in 2002 was 10.1%.
Reconciliation of EBITDA to US GAAP Income before provision for income taxes and minority interest
|
|
2002 |
|
2001 |
|
||
|
|
(unaudited) |
|
|
|
||
|
|
|
|
|
|
||
Income before provision for income taxes and minority interest |
|
51,917 |
|
49,873 |
|
||
|
|
|
|
|
|
||
Interest expense |
|
12,818 |
|
11,126 |
|
||
|
|
|
|
|
|
||
Depreciation and Amortization |
|
18,611 |
|
12,722 |
|
||
|
|
|
|
|
|
||
EBITDA |
|
$ |
83,346 |
|
$ |
73,721 |
|
- ends -
3
For further enquiries contact:
Wimm-Bill-Dann |
|
Shared Value Ltd |
Kira Kiryuhina, |
|
Edward Baumgartner |
Public Relations Department |
|
Tel: +44 207 321 5037 |
Tel: +7 095 733 9726 |
|
Mobile: +44 781 579 6506 |
Email: kira@wbd.ru |
|
Email: ebaumgartner@sharedvalue.net |
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
(Amounts in thousands of U.S. dollars, except share and per share data)
|
|
2002 |
|
2001 |
|
||
|
|
(unaudited) |
|
|
|
||
|
|
|
|
|
|
||
SALES |
|
$ |
824,734 |
|
$ |
674,616 |
|
|
|
|
|
|
|
||
COST OF SALES |
|
(579,707 |
) |
(492,990 |
) |
||
|
|
|
|
|
|
||
Gross profit |
|
245,027 |
|
181,626 |
|
||
|
|
|
|
|
|
||
SELLING AND DISTRIBUTION EXPENSES |
|
(109,527 |
) |
(62,213 |
) |
||
GENERAL AND ADMINISTRATIVE EXPENSES |
|
(62,955 |
) |
(54,461 |
) |
||
OTHER OPERATING EXPENSES |
|
(6,497 |
) |
(4,498 |
) |
||
|
|
|
|
|
|
||
Operating income |
|
66,048 |
|
60,454 |
|
||
|
|
|
|
|
|
||
FINANCIAL INCOME AND EXPENSES, NET |
|
(14,131 |
) |
(10,581 |
) |
||
|
|
|
|
|
|
||
Income before provision for income taxes and minority interest |
|
51,917 |
|
49,873 |
|
||
|
|
|
|
|
|
||
PROVISION FOR INCOME TAXES |
|
(14,249 |
) |
(14,166 |
) |
||
|
|
|
|
|
|
||
MINORITY INTEREST |
|
(1,922 |
) |
(3,962 |
) |
||
|
|
|
|
|
|
||
INCOME FROM CONTINUING OPERATIONS |
|
35,746 |
|
31,745 |
|
||
|
|
|
|
|
|
||
Income from discontinued operations, net of income tax expense |
|
|
|
103 |
|
||
|
|
|
|
|
|
||
NET INCOME |
|
$ |
35,746 |
|
$ |
31,848 |
|
|
|
|
|
|
|
||
Earnings per share - basic and diluted: |
|
|
|
|
|
||
Net income |
|
$ |
0.83 |
|
$ |
0.91 |
|
|
|
|
|
|
|
||
Weighted average number of shares outstanding |
|
43,063,014 |
|
34,888,000 |
|
4
WIMM-BILL-DANN FOODS
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001
(Amounts in thousands of U.S. dollars)
|
|
2002 |
|
2001 |
|
||
CURRENT ASSETS: |
|
(unaudited) |
|
|
|
||
Cash and cash equivalents |
|
$ |
29,340 |
|
$ |
6,919 |
|
Trade receivables, net |
|
60,146 |
|
25,271 |
|
||
Inventory, net |
|
86,063 |
|
89,501 |
|
||
Taxes receivable |
|
68,352 |
|
34,917 |
|
||
Advances paid |
|
10,811 |
|
13,069 |
|
||
Net investment in direct financing leases |
|
1,338 |
|
1,172 |
|
||
Deferred tax asset |
|
1,850 |
|
2,060 |
|
||
Other current assets |
|
5,810 |
|
7,355 |
|
||
Total current assets |
|
263,710 |
|
180,264 |
|
||
|
|
|
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net |
|
293,580 |
|
154,548 |
|
||
|
|
|
|
|
|
||
INTANGIBLE ASSETS |
|
2,736 |
|
461 |
|
||
|
|
|
|
|
|
||
GOODWILL |
|
19,885 |
|
11,179 |
|
||
|
|
|
|
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES long-term portion |
|
4,381 |
|
4,076 |
|
||
|
|
|
|
|
|
||
INVESTMENTS |
|
1,989 |
|
1,850 |
|
||
|
|
|
|
|
|
||
OTHER ASSETS |
|
2,812 |
|
339 |
|
||
|
|
|
|
|
|
||
Total long-term assets |
|
325,383 |
|
172,453 |
|
||
Total assets |
|
$ |
589,093 |
|
$ |
352,717 |
|
|
|
|
|
|
|
||
CURRENT LIABILITIES: |
|
|
|
|
|
||
Trade accounts payable |
|
$ |
40,144 |
|
$ |
48,610 |
|
Advances received |
|
3,905 |
|
2,088 |
|
||
Short-term loans |
|
94,050 |
|
91,928 |
|
||
Long-term loans, current portion |
|
2,483 |
|
8,099 |
|
||
Bonds payable |
|
16,096 |
|
16,832 |
|
||
Taxes payable |
|
15,551 |
|
14,279 |
|
||
Accrued liabilities |
|
8,346 |
|
9,098 |
|
||
Government grants current portion |
|
2,033 |
|
2,545 |
|
||
Other payables |
|
25,770 |
|
10,425 |
|
||
Total current liabilities |
|
208,378 |
|
203,904 |
|
||
|
|
|
|
|
|
||
LONG-TERM LIABILITIES: |
|
|
|
|
|
||
Long-term loans |
|
4,546 |
|
5,163 |
|
||
Other long-term payable |
|
55,047 |
|
17,986 |
|
||
Government grants long-term portion |
|
8,568 |
|
13,348 |
|
||
Deferred taxes |
|
8,121 |
|
3,929 |
|
||
Total long-term liabilities |
|
76,282 |
|
40,426 |
|
||
Total liabilities |
|
284,660 |
|
244,330 |
|
||
|
|
|
|
|
|
||
MINORITY INTEREST |
|
21,549 |
|
23,376 |
|
||
|
|
|
|
|
|
||
SHAREHOLDERS EQUITY: |
|
|
|
|
|
||
Common stock |
|
29,908 |
|
24,063 |
|
||
Share premium account |
|
164,132 |
|
7,850 |
|
||
Retained earnings |
|
88,844 |
|
53,098 |
|
||
Total shareholders equity |
|
$ |
282,884 |
|
$ |
85,011 |
|
Total liabilities and shareholders equity |
|
$ |
589,093 |
|
$ |
352,717 |
|
5
WIMM-BILL-DANN FOODS
CONSOLIDATED AND COMBINED CASH FLOW STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
(Amounts in thousands of U.S. dollars)
|
|
2002 |
|
2001 |
|
||
|
|
(unaudited) |
|
|
|
||
|
|
|
|
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
||
Cash flows from continuing operating activities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Income from continuing operations |
|
$ |
35,746 |
|
$ |
31,745 |
|
|
|
|
|
|
|
||
Adjustments to reconcile income to net cash provided by operating activities: |
|
|
|
|
|
||
Minority interest |
|
1,922 |
|
3,962 |
|
||
Depreciation |
|
18,447 |
|
12,225 |
|
||
Amortization of intangible assets |
|
164 |
|
42 |
|
||
Amortization of goodwill |
|
|
|
455 |
|
||
Finance lease expense |
|
|
|
50 |
|
||
Provision for obsolete inventory |
|
1,154 |
|
182 |
|
||
Provision for doubtful accounts |
|
1,970 |
|
226 |
|
||
Loss on disposal of property, plant and equipment |
|
606 |
|
341 |
|
||
Earned income on net investments in direct financing leases |
|
(395 |
) |
(561 |
) |
||
Deferred tax expense |
|
38 |
|
2,173 |
|
||
Currency remeasurement gain relating to bonds payable |
|
(1,295 |
) |
(257 |
) |
||
Currency remeasurement loss relating to cash and cash equivalents |
|
639 |
|
300 |
|
||
Unrealised holding gain for trading securities |
|
(742 |
) |
(318 |
) |
||
Non-cash rental received |
|
1,606 |
|
1,621 |
|
||
Write off of trade receivables |
|
1,262 |
|
|
|
||
Write off of net investment in direct financing leases |
|
162 |
|
288 |
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
||
Decrease (increase) in inventories |
|
5,194 |
|
(30,296 |
) |
||
Increase in trade accounts receivable |
|
(34,893 |
) |
(14,107 |
) |
||
Decrease (increase) in advances paid |
|
3,189 |
|
(5,434 |
) |
||
Increase in taxes receivable |
|
(32,880 |
) |
(13,885 |
) |
||
Decrease (increase) in other current assets |
|
2,782 |
|
(3,285 |
) |
||
(Decrease) increase in trade accounts payable |
|
(13,279 |
) |
9,377 |
|
||
Increase (decrease) in advances received |
|
1,390 |
|
(306 |
) |
||
Increase in taxes payable |
|
1,028 |
|
5,356 |
|
||
(Decrease) increase in accrued liabilities |
|
(1,081 |
) |
1,326 |
|
||
Increase in other current payables |
|
619 |
|
5,216 |
|
||
(Decrease) increase in other long-term payables |
|
(216 |
) |
6,155 |
|
||
Net cash (used in) provided by operating activities associated with continuing operations |
|
(6,863 |
) |
12,591 |
|
||
|
|
|
|
|
|
||
Cash flows from discontinued operating activities |
|
|
|
|
|
||
Net income from discontinued operations |
|
|
|
103 |
|
||
|
|
|
|
|
|
||
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
||
Minority interest |
|
|
|
(96 |
) |
||
Depreciation |
|
|
|
97 |
|
||
Amortization of goodwill |
|
|
|
(38 |
) |
||
Allowance for doubtful accounts |
|
|
|
(89 |
) |
||
Deferred taxes expense |
|
|
|
247 |
|
||
Currency remeasurement loss relating to cash and cash equivalents |
|
|
|
212 |
|
||
Net change in operating assets and liabilities the Breweries |
|
|
|
(276 |
) |
||
Net change in operating assets and liabilities Expobank |
|
|
|
(12,628 |
) |
||
Net cash used in operating activities associated with discontinued operations |
|
|
|
(12,468 |
) |
||
|
|
|
|
|
|
||
Total net cash (used in) provided by operating activities |
|
(6,863 |
) |
123 |
|
||
6
|
|
2002 |
|
2001 |
|
||
|
|
(unaudited) |
|
|
|
||
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
||
Cash paid for acquisitions of subsidiaries, net of cash acquired |
|
$ |
(39,571 |
) |
$ |
(8,855 |
) |
Cash paid for property, plant and equipment |
|
(78,505 |
) |
(45,417 |
) |
||
Cash paid for net investments in direct financing leases |
|
(1,843 |
) |
(855 |
) |
||
Cash paid for acquisitions of investments |
|
(285 |
) |
(145 |
) |
||
Proceeds from disposal of investments |
|
|
|
137 |
|
||
Cash paid for other long-term assets |
|
(2,473 |
) |
(351 |
) |
||
Net cash used in investing activities associated with continuing operations |
|
(122,677 |
) |
(55,486 |
) |
||
|
|
|
|
|
|
||
Cash paid for property, plant and equipment the Breweries |
|
|
|
(322 |
) |
||
Cash paid for property and equipment Expobank |
|
|
|
(30 |
) |
||
Net cash used in investing activities associated with discontinued operations |
|
|
|
(352 |
) |
||
|
|
|
|
|
|
||
Total cash used in investing activities |
|
(122,677 |
) |
(55,838 |
) |
||
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
||
Proceeds from issuance of capital stock, net of direct expenses |
|
162,127 |
|
|
|
||
Repayment of obligations under capital leases |
|
(95 |
) |
(762 |
) |
||
Increase in short-term loans |
|
771 |
|
32,232 |
|
||
Proceeds from long-term loans |
|
4,226 |
|
4,695 |
|
||
Repayment of long term payables |
|
(5,058 |
) |
(5,909 |
) |
||
Proceeds from notes payable |
|
559 |
|
16,832 |
|
||
Repayment of long-term loans |
|
(9,930 |
) |
(2,475 |
) |
||
Net cash provided by financing activities associated with continuing operations |
|
152,600 |
|
44,613 |
|
||
|
|
|
|
|
|
||
Increase in short-term loans the Breweries |
|
|
|
721 |
|
||
Cash disposed of with discontinued operations |
|
|
|
(5,175 |
) |
||
Net cash used in financing activities associated with discontinued operations |
|
|
|
(4,454 |
) |
||
|
|
|
|
|
|
||
Total cash provided by financing activities |
|
152,600 |
|
40,159 |
|
||
Total cash provided by operating, investing and financing activities associated with continuing operations |
|
23,060 |
|
1,718 |
|
||
Impact of exchange rate differences on cash and cash equivalents associated with continuing operations |
|
(639 |
) |
(300 |
) |
||
Net increase in cash and cash equivalents associated with continuing operations |
|
22,421 |
|
1,418 |
|
||
Total cash used in operating, investing and financing activities associated with discontinued operations |
|
|
|
(17,274 |
) |
||
Impact of exchange rate differences on cash and cash equivalents associated with discontinued operations |
|
|
|
(212 |
) |
||
Net decrease in cash and cash equivalents associated with discontinued operations |
|
|
|
(17,486 |
) |
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
22,421 |
|
(16,068 |
) |
||
CASH AND CASH EQUIVALENTS, at beginning of period |
|
6,919 |
|
22,987 |
|
||
Cash and cash equivalents associated with continuing operations, At end of period |
|
29,340 |
|
6,919 |
|
||
Cash and cash equivalents associated with discontinued operations, At end of period |
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS, at end of period |
|
$ |
29,340 |
|
$ |
6,919 |
|
7
These materials are not an offer for sale of any securities of Wimm-Bill-Dann OJSC in the United States. Any securities offered by Wimm-Bill-Dann OJSC in connection with this potential offering have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
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 Companys 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.
Wimm-Bill-Dann Foods OJSC is a leading producer of dairy and juice products in Russia. The company was founded in 1992.
The Company currently owns 23 manufacturing facilities in 19 locations in Russia and the Commonwealth of Independent States (CIS), as well as affiliates in 26 cities in Russia and the CIS. The company also distributes its products in Canada, Germany, Israel, the Netherlands, the UK and the United States through both its own distribution network and independent distributors.
Wimm-Bill-Dann has a strong and diversified branded portfolio with over 1,100 types of dairy products and over 170 types of juice, nectars and still drinks. The company currently employs over 17,000 people.
Wimm-Bill-Dann was rated second best out of 42 firms in terms of transparency in the S&P survey of leading Russian companies, and was rated fourth best in the latest Brunswick UBS Warburg survey of corporate governance in Russia.
Wimm-Bill-Dann was awared best European Equity Deal of 2002 by Euroweek and Institutional Investor magazines.
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/ Vladimir V. Preobrajensky |
|
Name: |
Vladimir V. Preobrajensky |
|
Title: |
Chief Financial Officer |
|
|
Wimm-Bill-Dann Foods OJSC |
Date: March 20, 2003
9