FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer

December 2, 2009

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

Commission file number:  1-31232

 

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

CONTINUES TO POST PROFITABLE GROWTH

IN THIRD QUARTER AND NINE MONTHS OF 2009

 

Moscow, Russia – November 25, 2009 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the third quarter and nine months ended September 30, 2009.

 

Highlights for the third quarter and nine months of 2009

 

·      Group gross margin improved to 36.0% in the third quarter of 2009 compared to 33.7% in the third quarter of 2008, and to 34.6% in the first nine months of 2009 from 32.2% in the same period last year

·      EBITDA(1) margin improved significantly to 16.8% in the third quarter of 2009 compared to 14.1% in the third quarter of 2008, and 15.5% in the first nine months of 2009 from 12.9% in the same period last year

·      Operating profit margin increased by 290 basis points to 12.5% in the third quarter of 2009, and by 230 basis points to 11.1% in the first nine months of 2009

·      Group revenue in US dollars decreased 27.3% year-on-year to US$1,595.6 million in the first nine months of 2009, driven by ruble devaluation, and partially offset by stronger mix

·      Net income in US dollars increased 43.5% year-on-year to US$44.5 million in the third quarter of 2009

·      On a constant currency basis, (in rubles) net income almost doubled in the third quarter of 2009 compared to the third quarter of 2008, and increased by 33.1% year-on-year in the first nine months of 2009

·      Operating cash flow rose 12.8% year-on-year to US$190.0 million in the first nine months of 2009

 

“In the beginning of 2009 Wimm-Bill-Dann pledged profitable growth despite strong macro-economic headwinds. The third quarter once again demonstrated the viability of our approach, the resilience of our brands and our business model,” said Tony Maher, Wimm-Bill-Dann’s Chief Executive Officer.

 

We have once again delivered strong results in all three business segments. For almost two years now Wimm-Bill-Dann has been demonstrating margin improvement and market share gains. This is no small achievement and is a result of our continued focus on streamlining our business and enhancing consumer loyalty. Group gross margins increased 230 basis points year-on-year to 36.0%. It also improved for each of the business segments, reaching 32.6% in dairy, 40.1% in beverages and 49.7% in baby food. Our EBITDA margin reached 16.8% in the third quarter of 2009, driven by further efficiency improvements and seasonally lower input costs. Our net profit in the third quarter grew 43.5% year-on-year and almost doubled in rubles.”

 


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

 

2



 

“Our healthy operating cash flow of US$190.0 million allowed us to be creative in marketing and aggressive in sales,” Tony Maher added.

 

Key Financial Indicators for the nine moths and 3Q 2009 vs. 2008

 

 

 

9M 2009

 

9M 2008

 

Change

 

3Q 2009

 

3Q 2008

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

1,595.6

 

2,194.1

 

(27.3

)%

524.1

 

702.1

 

(25.3

)%

Dairy

 

1,115.4

 

1,630.0

 

(31.6

)%

368.7

 

524.6

 

(29.7

)%

Beverages

 

303.4

 

372.5

 

(18.5

)%

93.6

 

113.5

 

(17.6

)%

Baby Food

 

176.8

 

191.6

 

(7.8

)%

61.9

 

64.0

 

(3.3

)%

Gross profit

 

551.9

 

707.0

 

(21.9

)%

188.6

 

236.6

 

(20.3

)%

Gross margin, %

 

34.6

%

32.2

%

240

bp

36.0

%

33.7

%

230

bp

Selling and distribution expenses

 

272.3

 

365.7

 

(25.5

)%

87.8

 

124.6

 

(29.6

)%

General and administrative expenses

 

97.1

 

136.5

 

(28.8

)%

33.3

 

39.6

 

(16.0

)%

Operating income

 

177.1

 

193.6

 

(8.5

)%

65.3

 

67.6

 

(3.4

)%

Operating margin, %

 

11.1

%

8.8

%

230

bp

12.5

%

9.6

%

290

bp

Financial expenses, net

 

31.8

 

36.5

 

(12.9

)%

5.9

 

24.7

 

(76.0

)%

Net income

 

109.4

 

109.6

 

(0.1

)%

44.5

 

31.0

 

43.5

%

EBITDA

 

246.6

 

282.7

 

(12.8

)%

88.2

 

98.9

 

(10.8

)%

EBITDA margin, %

 

15.5

%

12.9

%

260

bp

16.8

%

14.1

%

270

bp

CAPEX excluding acquisitions

 

76.8

 

158.9

 

(51.7

)%

30.9

 

47.7

 

(35.2

)%

 

Dairy

 

Sales in US dollars in the Dairy Segment decreased 31.6% to US$1,115.4 million in the first nine months of 2009 from US$1,630.0 million in the first nine months of 2008. This was driven primarily by the negative exchange rate. The average dollar selling price declined 25.1% to US$1.05 per 1 kg in the first nine months of 2009 from US$1.40 per 1 kg in the same period last year. The gross margin in the Dairy Segment increased significantly to 31.1% in the first nine months of 2009 from 29.1% in the same period last year, driven by lower costs and improved sales mix. The gross margin improved to 32.6% in the third quarter of 2009 from 30.8% in the third quarter of 2008, and from 31.4% in the second quarter of 2009.

 

Beverages

 

Sales in US dollars decreased 18.5% to US$303.4 million in the first nine months of 2009 compared to US$372.5 million in the first nine months of 2008. This was driven by the negative exchange rate and partially offset by good volume growth. The average dollar selling price decreased 20.7% to US$0.75 per liter in the first nine months of 2009 from US$0.95 per liter in the same period last year. The gross margin in the Beverage Segment increased to

 

3



 

39.2% in the first nine months of 2009 from 38.6% in the same period last year, due to improved efficiency and lower concentrate costs.

 

Baby Food

 

Sales in US dollars in the Baby Food Segment decreased 7.8% to US$176.8 million in the first nine months of 2009 from US$191.6 million in the same period last year due to the unfavorable exchange rate, offset by strong volume growth. The average dollar selling price decreased 25.7% to US$1.76 per kg in the first nine months of 2009 from US$2.37 per kg in the first nine months of 2008. The gross margin in the Baby Food Segment increased to 49.0% in the first nine months of 2009 from 46.6% in the first nine months of 2008.

 

Key Cost Elements

 

In the first nine months of 2009, selling and distribution expenses decreased 25.5% year-on-year to US$272.3 million. Sales and distribution expenses as a percentage of sales increased to 17.1% in the first nine months of 2009, compared to 16.7% in the same period of 2008, driven by advertising and marketing expenses, which increased, as a percentage of sales, to 6.0% from 4.4%. General and administrative expenses decreased 28.8% year-on-year to US$97.1 million in the first nine months of 2009. General and administrative expenses, as a percentage of sales, stood flat year-on-year at 6.2%.

 

Operating profit in US dollars decreased 8.5% year-on-year to US$177.1 million in the first nine months of 2009. Operating profit margin improved to 11.1% in the first nine months of 2009 from 8.8% last year. EBITDA in US dollars declined 12.8% year-on-year to US$246.6 million. EBITDA margin improved significantly to 15.5% in the first nine months of 2009 compared to 12.9% in the same period last year, and 16.8% in the third quarter of 2009 from 14.1% in the third quarter of 2008.

 

In the first nine months of 2009, financial expenses declined 12.9% to US$31.8 million compared to US$36.5 million in the same period of 2008. This was mainly due to a decrease in interest expense, offset partially by currency remeasurement loss. In the first nine months of 2009, interest expense amounted to US$22.8 million compared to US$35.2 million in the first nine months of 2008.  In the first nine months of 2009, currency remeasurement loss was US$10.2 million compared to loss of US$3.9 million in the same period last year.

 

Our effective tax rate decreased to 24.1% in the first nine months of 2009 from 28.5% in the same period of 2008.

 

Net Income

 

In the third quarter of 2009, net income in US dollars increased 43.5% to US$44.5 million from US$31.0 million in the same period last year. Net income in US dollars decreased 0.1% to US$109.4 million in the first nine months of 2009 from US$109.6 million in the first nine months of 2008 as a result of ruble devaluation.

 

On a constant currency basis (in rubles), net income increased by 33.1% year-on-year in the first nine months of 2009, and almost doubled in the third quarter of 2009 year-on-year.

 

4



 

Debt and Cash Flows

 

As of the end of the first nine months of 2009, our net debt decreased by 21.1% year-on-year to US$312.6 million.

 

Our operating cash flow increased 12.8% to US$190.0 million in the first nine months of 2009 from US$168.5 million in the same period of 2008. Free cash flow grew to US$104.0 million in the first nine months of 2009 from US$14.6 million in the same period last year.

 

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, 2009

 

September 30, 2008

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

109.4

 

6.9

%

109.6

 

5.0

%

Add: Depreciation and amortization

 

69.4

 

4.4

%

89.1

 

4.1

%

Add: Income tax expense

 

35.0

 

2.2

%

44.8

 

2.0

%

Add: Interest expense

 

22.8

 

1.4

%

35.2

 

1.6

%

Less: Interest income

 

(3.7

)

(0.2

)%

(4.3

)

(0.2

)%

Add: Currency remeasurement (gains)/losses, net

 

10.2

 

0.6

%

3.9

 

0.2

%

Add: Bank charges

 

2.1

 

0.1

%

2.0

 

0.1

%

Add: Noncontrolling interests

 

0.9

 

0.1

%

2.7

 

0.1

%

Add: Other

 

0.5

 

0.03

%

(0.3

)

(0.01

)%

 

 

 

 

 

 

 

 

 

 

EBITDA

 

246.6

 

15.5

%

282.7

 

12.9

%

 

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.

 

5



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Balance Sheets

 

(Amounts in thousands of U.S. dollars)

 

 

 

September 30,
2009

 

December 31,
2008

 

 

 

(unaudited)

 

(audited)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

205,947

 

$

277,252

 

Trade receivables, net

 

123,154

 

125,453

 

Inventory

 

217,033

 

225,950

 

Taxes receivable

 

35,372

 

64,916

 

Advances paid

 

17,734

 

14,834

 

Deferred tax asset

 

13,876

 

11,828

 

Other current assets

 

15,563

 

14,708

 

Total current assets

 

628,679

 

734,941

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

671,926

 

692,277

 

Intangible assets, net

 

41,331

 

34,999

 

Goodwill

 

106,176

 

108,748

 

Deferred tax asset — non-current portion

 

2,464

 

1,484

 

Other non-current assets

 

3,376

 

4,516

 

Total non-current assets

 

825,273

 

842,024

 

Total assets

 

$

1,453,952

 

$

1,576,965

 

 

6



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Balance Sheets (continued)

 

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

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

Liabilities and equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

98,728

 

$

133,886

 

Advances received

 

6,430

 

8,342

 

Short-term debt

 

29,453

 

74,910

 

Long-term notes payable, current portion

 

100,430

 

159,153

 

Taxes payable

 

15,953

 

18,984

 

Accrued liabilities

 

50,338

 

33,864

 

Other payables

 

30,147

 

43,073

 

Total current liabilities

 

331,479

 

472,212

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

284,896

 

327,157

 

Long-term notes payable

 

86,401

 

88,494

 

Other long-term payables

 

7,841

 

10,048

 

Deferred taxes — long-term portion

 

22,161

 

22,754

 

Total long-term liabilities

 

401,299

 

448,453

 

Total liabilities

 

732,778

 

920,665

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized and issued with a par value of 20 Russian rubles; 42,338,527 shares outstanding as of September 30, 2009 and 43,725,535 shares outstanding as of December 31, 2008

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Treasury stock, at cost

 

(33,870

)

(3,014

)

Accumulated other comprehensive loss:

 

 

 

 

 

Currency translation adjustment

 

(28,175

)

(17,214

)

Retained earnings

 

580,040

 

470,625

 

 

 

 

 

 

 

Equity attributable to shareholders of WBD Foods

 

712,035

 

644,437

 

 

 

 

 

 

 

Equity attributable to noncontrolling interests

 

9,139

 

11,863

 

Total equity

 

721,174

 

656,300

 

Total liabilities and equity

 

$

1,453,952

 

$

1,576,965

 

 

7



 

Wimm-Bill-Dann Foods

 

Condensed Consolidated Statements of Income and

Comprehensive Income (unaudited)

 

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

 

 

 

Nine months ended
September 30,

 

 

 

2009

 

2008

 

Sales

 

$

1,595,599

 

$

2,194,132

 

 

 

 

 

 

 

Cost of sales

 

(1,043,665

)

(1,487,084

)

Gross profit

 

551,934

 

707,048

 

 

 

 

 

 

 

Selling and distribution expenses

 

(272,303

)

(365,745

)

General and administrative expenses

 

(97,099

)

(136,455

)

Other operating expenses, net

 

(5,427

)

(11,221

)

 

 

 

 

 

 

Operating income

 

177,105

 

193,627

 

 

 

 

 

 

 

Financial income and expenses, net

 

(31,788

)

(36,513

)

Income before provision for income taxes

 

145,317

 

157,114

 

 

 

 

 

 

 

Provision for income taxes

 

(34,958

)

(44,830

)

Consolidated net income

 

$

110,359

 

$

112,284

 

 

 

 

 

 

 

Net income attributable to noncontrolling interest

 

(944

)

(2,712

)

 

 

 

 

 

 

Net income attributable to WBD Foods shareholders

 

$

109,415

 

$

109,572

 

 

 

 

 

 

 

Net income per common share attributable to WBD Foods shareholders — basic and diluted

 

$

2.55

 

$

2.49

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

42,917,970

 

44,000,000

 

 

8



 

Wimm-Bill-Dann Foods

Condensed Consolidated Statements of Cash Flows (unaudited)

 

(Amounts in thousands of U.S. dollars)

 

 

 

Nine months ended

 

 

 

September 30,

 

 

 

2009

 

2008

 

Cash flows from operating activities:

 

 

 

 

 

Consolidated net income

 

$

109,415

 

$

109,572

 

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

 

79,521

 

105,235

 

Changes in operating assets and liabilities

 

1,082

 

(46,350

)

Net cash provided by operating activities

 

190,018

 

168,457

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

(1,947

)

(700

)

Cash paid for property, plant and equipment

 

(86,100

)

(155,313

)

Proceeds from disposal of property, plant and equipment

 

1,747

 

 

Other investing activities

 

304

 

2,140

 

Net cash used in investing activities

 

(85,996

)

(153,873

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

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

 

96,945

 

207,476

 

Short-term loans and notes, net

 

(184,257

)

(60,542

)

Repayment of long-term loans and notes

 

(29,585

)

(307,182

)

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

 

5,663

 

268,970

 

Repayment of long-term payables

 

(7,626

)

(11,256

)

Dividends paid

 

(544

)

(118

)

Cash paid for treasury stock acquisition

 

(33,870

)

 

Net cash provided by (used in) financing activities

 

(153,274

)

97,348

 

 

 

 

 

 

 

Impact of exchange rate differences on cash and cash equivalents

 

(22,053

)

8,239

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(71,305

)

103,693

 

Cash and cash equivalents, at beginning of period

 

277,252

 

33,452

 

 

 

 

 

 

 

Cash and cash equivalents, at the end of period

 

$

205,947

 

$

137,145

 

 

9



 

- 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 16,000 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 2009, Standard & Poor’s Governance Services confirmed WBD’s 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.

 

10



 

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:

CFO Wimm-Bill-Dann Foods OJSC

 

 

 

 

 

 

Date:  December 2, 2009

 

 

 

11