FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
March 23, 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
FULL YEAR 2004 FINANCIAL RESULTS

 

Moscow, Russia – March 21, 2005 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the year ended December 31, 2004.

 

In 2004, Wimm-Bill-Dann’s sales rose 26.7% to US$1,189.3 million compared to US$938.5 million in 2003. Gross profit increased 19.8% compared to last year, while gross margins decreased to 27.5% in 2004 from 29.1% in 2003. Net income increased 8.5% to US$23.0 million in 2004 from US$21.2 million last year. Adjusted EBITDA* increased 21.3% year-on-year to US$96.9 million. Adjusted EBITDA* margin stood at 8.1%.

 

Commenting on today’s announcement Sergei Plastinin, Chief Executive Officer of Wimm-Bill-Dann Foods OJSC, said: “Summing up the results of 2004, I would like to emphasize that I am pleased with the EBITDA and top line growth we demonstrated in 2004, as well as with improvements in operating cash flow. At the same time, we remain focused on improving our profitability and tightening our cost control procedures and mechanisms. At the end of last year we laid the foundation for the beginning of our structural reform and abolished the Centre regional division in Dairy. We believe that some additional steps that we carried out in the beginning of this year, including the merger of Juice and Water businesses, will allow us to benefit further from economies of scale and more streamlined operations at every level – from production to marketing to distribution. The strategic and ever growing role of the baby food market prompted us to organize Baby Food into a separate business unit. On the operation level, dairy sales grew a healthy 34% year-on-year, with cheese sales more than doubling compared to 2003. At the same time yogurts, dairy deserts and juice containing dairy drinks grew 36% year-on-year, a slower pace than we initially anticipated. However, we believe that the consumption of these higher margin products will intensify in 2005 and beyond. In the course of last year we completed the enhancement of our distribution network and launched new packaging formats in juice. We continue to improve our corporate governance procedures within the company and are in the process of taking all the necessary steps required in compliance with the Sarbanes-Oxley Act.”

 

Key Operating and Financial Indicators of FY 2004

 

 

 

FY 2004

 

FY 2003

 

Change

 

Sales volumes, thousand tons

 

1,611.1

 

1,484.5

 

8.5

%

 

 

 

 

 

 

 

 

 

 

US$‘mln

 

US$‘mln

 

 

 

 

 

 

 

 

 

 

 

Sales

 

1,189.3

 

938.5

 

26.7

%

Dairy

 

886.0

 

662.3

 

33.8

%

Juice

 

298.7

 

274.5

 

8.8

%

Water

 

4.6

 

1.6

 

 

Gross profit

 

327.6

 

273.4

 

19.8

%

Selling and distribution expenses

 

(173.4

)

(140.7

)

23.2

%

General and administrative expenses

 

(92.8

)

(76.0

)

22.1

%

Operating income

 

52.9

 

49.2

 

7.5

%

Financial income and expenses, net

 

(14.6

)

(15.3

)

(4.6

)%

Net income

 

23.0

 

21.2

 

8.5

%

Adjusted EBITDA*

 

96.9

 

79.9

 

21.3

%

CAPEX including acquisitions

 

82.7

 

117.0

 

(29.3

)%

 


* 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$1,189.3 million in 2004 compared to US$938.5 million in 2003.

 

Sales in the Dairy Segment increased 33.8% from US$662.3 million in 2003 to US$886.0 million in 2004, while the average selling price increased 16.7% from US$0.66 per 1 kg in 2003 to US$0.77 per 1 kg in 2004. This increase was primarily driven by a ruble price increase and ruble appreciation. Gross margins in the Dairy Segment declined from 27.1% in 2003 to 25.4% in 2004. This change was primarily caused by a 16.6% year-on-year increase in the weighted average ruble price of raw milk as well as rising depreciation charges and personnel costs.

 

Sales in the Juice Segment increased 8.8% from US$274.5 million in 2003 to US$298.7 million in 2004, while the average selling price increased 13.8% from US$0.58 per liter in 2003 to US$0.66 per liter in 2004. This increase was primarily due to ruble price increase, ruble appreciation and the introduction of new higher priced products. Gross margin in the Juice Segment stayed almost flat at 34.1%.

 

Selling and distribution expenses decreased as a percentage of sales from 15.0% during the 2003 to 14.6% in 2004, while in absolute terms they grew 23.2% in 2004 due to higher transportation expenditures, advertising and marketing costs, personnel and warehousing costs but were partially offset by a lower growth of bad debt provision. Advertising and marketing costs as a percentage of sales stayed almost flat year-on-year at 4.6% in 2004.

 

General and administrative expenses decreased as a percentage of sales from 8.1% during the 2003 to 7.8% in 2004, but grew in absolute terms 22.1%. This increase was caused by rising personnel costs combined with the repeal of the property tax privilege in the Dairy Segment that brought additional expense of about US$5.7mln in 2004.

 

Financial expense in 2004 totaled US$14.6 million compared to US$15.3 million in 2003. Interest expenses rose from US$20.9 million to US$22.3 million. Foreign currency gain was US$7.7 million compared to US$4.8 million in 2004.

 

Net income grew 8.5% and stood at US$23.0 million. Adjusted EBITDA in 2004 increased 21.3% year-on-year and amounted to US$96.9 million. Adjusted EBITDA margin was 8.1% in comparison to 8.5% in 2003.

 

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.

 

 

 

Full year ended
December 31, 2004

 

Full year ended
December 31, 2003

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

Net income

 

23.0

 

1.9

%

21.2

 

2.3

%

Add: Depreciation and amortization

 

44.0

 

3.7

%

30.8

 

3.3

%

Add: Income tax expense

 

12.2

 

1.0

%

10.7

 

1.1

%

Add: Interest expense

 

22.3

 

1.9

%

20.9

 

2.2

%

Less: Interest income

 

(1.4

)

0.1

%

(2.9

)

0.3

%

Less: Currency remeasurement gains, net

 

(7.7

)

0.6

%

(4.8

)

0.5

%

Add: Bank charges

 

1.9

 

0.2

%

2.0

 

0.2

 

Add: Other financial (income) expenses, net

 

(0.6

)

0.0

%

0.1

 

0.0

%

Add: Minority interest

 

3.2

 

0.3

%

2.0

 

0.2

%

Adjusted EBITDA

 

96.9

 

8.1

%

79.9

 

8.5

%

 

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

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

 

 

 

2004

 

2003

 

 

 

unaudited

 

audited

 

Sales

 

$

1,189,291

 

$

938,459

 

 

 

 

 

 

 

Cost of sales

 

(861,661

)

(665,104

)

 

 

 

 

 

 

Gross profit

 

327,630

 

273,355

 

 

 

 

 

 

 

Selling and distribution expenses

 

(173,433

)

(140,746

)

General and administrative expenses

 

(92,816

)

(75,973

)

Other operating expenses

 

(8,458

)

(7,481

)

 

 

 

 

 

 

Operating income

 

52,923

 

49,155

 

 

 

 

 

 

 

Financial income and expenses, net

 

(14,618

)

(15,273

)

 

 

 

 

 

 

Income before provision for income taxes and minority interest

 

38,305

 

33,882

 

 

 

 

 

 

 

Provision for income taxes

 

(12,170

)

(10,717

)

 

 

 

 

 

 

Minority interest

 

(3,161

)

(2,012

)

 

 

 

 

 

 

Net income

 

$

22,974

 

$

21,153

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

Currency translation adjustment

 

23,324

 

20,581

 

 

 

 

 

 

 

Comprehensive income

 

$

46,298

 

$

41,734

 

 

 

 

 

 

 

Earnings per share - basic and diluted:

 

0,52

 

0,48

 

 

 

 

 

 

 

Weighted average number of shares outstanding, basic and diluted

 

44,000,000

 

44,000,000

 

 

5



 

WIMM-BILL-DANN FOODS

Consolidated Balance Sheets

(Amounts in thousands of U.S. dollars)

 

 

 

December 31,

 

 

 

2004

 

2003

 

 

 

unaudited

 

audited

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

23,791

 

$

40,264

 

Trade receivables, net

 

62,210

 

57,424

 

Inventory, net

 

102,039

 

88,243

 

Taxes receivable

 

85,578

 

92,624

 

Advances paid

 

19,494

 

19,690

 

Net investment in direct financing leases

 

2,109

 

1,551

 

Deferred tax asset

 

6,265

 

5,210

 

Other current assets

 

7,145

 

3,648

 

Total current assets

 

308,631

 

308,654

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

436,793

 

393,769

 

Intangible assets, net

 

5,000

 

3,005

 

Goodwill

 

26,291

 

24,695

 

Net investment in direct financing leases – long-term portion

 

3,895

 

4,391

 

Long-term investments

 

2,971

 

2,931

 

Deferred tax asset – long-term portion

 

7,001

 

1,893

 

Other non-current assets

 

5,506

 

4,547

 

Total non-current assets

 

487,457

 

435,231

 

Total assets

 

$

796,088

 

$

743,885

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

58,214

 

$

51,487

 

Advances received

 

3,492

 

2,586

 

Short-term loans

 

17,554

 

493

 

Long-term loans, current portion

 

936

 

1,769

 

Notes payable

 

 

6,032

 

Taxes payable

 

13,281

 

9,272

 

Accrued liabilities

 

14,691

 

10,983

 

Government grants – current portion

 

2,329

 

2,194

 

Other payables

 

33,801

 

36,033

 

Total current liabilities

 

144,298

 

120,849

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

7,120

 

7,882

 

Long-term notes

 

201,709

 

200,926

 

Other long-term payables

 

39,294

 

49,020

 

Government grants – long-term portion

 

5,156

 

7,052

 

Deferred taxes – long-term portion

 

10,268

 

12,370

 

Total long-term liabilities

 

263,547

 

277,250

 

Total liabilities

 

407,845

 

398,099

 

Minority interest

 

17,327

 

21,168

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized, issued and outstanding with a par value of 20 rubles at December 31, 2004 and 2003

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

43,905

 

20,581

 

Retained earnings

 

132,971

 

109,997

 

Total shareholders’ equity

 

$

370,916

 

$

324,618

 

Total liabilities and shareholders’ equity

 

$

796,088

 

$

743,885

 

 

6



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Cash Flows

(Amounts in thousands of U.S. dollars)

 

 

 

2004

 

2003

 

Cash flows from operating activities:

 

 

 

 

 

Net Income

 

$

22,974

 

$

21,153

 

 

 

 

 

 

 

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

 

 

 

 

 

Minority interest

 

3,161

 

2,012

 

Depreciation and amortisation

 

44,003

 

30,780

 

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

 

(10,342

)

(8,245

)

Provision for obsolete inventory

 

3,482

 

2,100

 

Provision for doubtful accounts

 

1,784

 

8,230

 

(Gain) loss on disposal of property, plant and equipment

 

1,013

 

(358

)

Earned income on net investment in direct financing leases

 

(407

)

(483

)

Deferred tax benefit

 

(6,021

)

(4,149

)

Currency remeasurement loss relating to cash and cash equivalents

 

1,557

 

1,244

 

Non-cash rental received

 

2,036

 

2,095

 

Gain from sale of trading securities

 

 

(1,903

)

Write off of trade receivables

 

1,938

 

1,361

 

Amortisation of bonds issue expenses

 

1,025

 

613

 

Changes in operating assets and liabilities:

 

 

 

 

 

(Increase) decrease in inventories

 

(9,208

)

2,394

 

Increase in trade accounts receivable

 

(4,883

)

(2,356

)

Decrease (increase) in advances paid

 

1,356

 

(7,681

)

Decrease (increase) in taxes receivable

 

13,979

 

(30,723

)

(Increase) decrease in other current assets

 

(1,101

)

1,068

 

Increase in trade accounts payable

 

2,969

 

6,363

 

Increase (decrease) in advances received

 

719

 

(1,565

)

Increase in taxes payable

 

1,526

 

5,492

 

Increase in accrued liabilities

 

2,785

 

1,898

 

(Decrease) increase in other current payables

 

(3,148

)

2,071

 

Increase (decrease) in other long-term payables

 

8

 

(227

)

 

 

 

 

 

 

Total cash provided by operating activities

 

71,205

 

31,184

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

$

(5,318

)

$

(7,002

)

Cash paid for property, plant and equipment

 

(64,228

)

(91,974

)

Cash paid for acquisition of long term investments

 

(1,679

)

(753

)

Cash paid for acquisition of short-term investments

 

(2,048

)

 

Proceeds from disposal of long term investments

 

134

 

4,196

 

Proceeds from disposal of property, plant and equipment

 

2,081

 

2,437

 

Cash paid for (proceeds from) net investments in direct financing leases

 

267

 

(2,046

)

Total cash used in investing activities

 

(70,791

)

(95,142

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from notes payable, net of debt issuance expenses

 

 

194,476

 

Proceeds from short-term loans

 

19,414

 

 

Repayment of short-term loans and notes payable

 

(11,447

)

(107,820

)

Repayment of long-term loans

 

(6,995

)

(3,024

)

Proceeds from long-term loans

 

4,856

 

5,138

 

Repayment of long-term payables

 

(20,673

)

(15,371

)

Repayment of long-term notes

 

(2,261

)

 

 

 

 

 

 

 

Total cash (used in) provided by financing activities

 

(17,106

)

73,399

 

 

 

 

 

 

 

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

 

(16,692

)

9,441

 

Impact of exchange rate differences on cash and cash equivalents

 

219

 

1,483

 

Net (decrease) increase in cash and cash equivalents

 

(16,473

)

10,924

 

Cash and cash equivalents, at beginning of period

 

40,264

 

29,340

 

Cash and cash equivalents, at end of period

 

23,791

 

40,264

 

 

7



 

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 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.

 

In April 2004 Wimm–Bill–Dann was assigned the rating of corporate governance by Standard&Poor’s at the level 7+ (7.6 according to the national scale, maximum 10).

 

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/ Vladimir V. Preobrajensky

 

 

Name:

 

Vladimir V. Preobrajensky

 

Title:

 

 Chief Financial Officer

 

 

Wimm-Bill-Dann Foods OJSC

 

 

 

 

 

 

Date:

March 23, 2005

 

 

 

9