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

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.

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 company’s fourth consecutive year of profitable growth following Russia’s financial crisis in 1998. During 2002, Wimm-Bill-Dann’s 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 Russia’s 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 Russia’s 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-Dann’s sales amounted to US$824.7 million compared to US$674.6 million in 2001. Sales in Wimm-Bill-Dann’s 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-Dann’s 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 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 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