FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Report of Foreign Issuer
March 22, 2004

 

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 2003 FINANCIAL RESULTS

 

Moscow, Russia – March 22, 2004 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the year ended December 31, 2003.

 

In 2003, Wimm-Bill-Dann’s sales rose 13.8% to US$938.5 million compared to US$824.7 million in 2002. Gross profit increased by 11.6% compared to last year, while gross margins decreased to 29.1% in 2003 from 29.7% in 2002. Net income decreased to US$21.2 million in 2003 from US$35.7 million last year. Adjusted EBITDA* increased by 2.5% year-on-year to US$85.4 million. Adjusted EBITDA* margin was 9.1% in 2003 compared to 10.1% in the year 2002.

 

“For Wimm-Bill-Dann, the year 2003 became a year of major modernization initiatives and significant strategic choices”, - David Iakobachvili, Chairman of the Board of Directors of Wimm-Bill-Dann Foods OJSC, said in a statement. “The company retained its leading market position, despite a number of internal and external factors, which affected its performance in 2003. We remain committed to maintaining our leadership in both the dairy and juice segments while steadily increasing our share in the water and cheese markets. In 2003, we also made substantial changes to our Management Board and strengthened our management, which makes us confident that we have a strong and capable team taking the company into 2004 and beyond”.

 

Key Operating and Financial Indicators of FY 2003

 

 

 

FY 2003

 

FY 2002

 

Change

 

Sales volumes, thousand tons

 

1484.5

 

1422.7

 

4.3

%

 

 

 

 

 

 

 

 

 

 

US$’mln

 

US$’mln

 

 

 

 

 

 

 

 

 

 

 

Sales

 

938.5

 

824.7

 

13.8

%

Dairy

 

662.3

 

563.0

 

17.6

%

Juice

 

274.5

 

261.7

 

4.9

%

Water

 

1.6

 

 

 

Gross profit

 

273.4

 

245.0

 

11.6

%

Selling and distribution expenses

 

(140.7

)

(109.5

)

28.5

%

General and administrative expenses

 

(76.0

)

(63.0

)

20.6

%

Operating income

 

49.2

 

66.0

 

(25.5

)%

Financial income and expenses, net

 

(15.3

)

(14.1

)

8.5

%

Net income

 

21.2

 

35.7

 

(40.6

)%

Adjusted EBITDA*

 

85.4

 

83.3

 

2.5

%

CAPEX including acquisitions

 

117.0

 

175.7

 

(33.4

)%

 


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

 

2



 

Sales in the Dairy Segment increased 17.6% from US$563.0 million in 2002 to US$662.3 million in 2003. Sales growth was made up of sales volume growth of 6.3% and selling price increase. The average selling price increased by 10.0% from US$0.60 per 1 kg in 2002 to US$0.66 per 1 kg in 2003 driven by incremental ruble price increase, ruble appreciation and change in product mix favoring value added products. Gross margins tightened from 29.3% in 2002 to 27.1% in 2003 due to the growth in raw milk prices, additional depreciation of newly installed capacity and personnel expenses growth.

 

Sales in the Juice Segment increased 4.9% from US$261.7 million in 2002 to US$274.5 million in 2003. Sales growth was made up of sales volume decrease by 0.6% and the increase of the selling price. The average selling price increased from US$0.55 per liter in the year 2002 to US$0.58 per liter in the year 2003, primarily due to incremental ruble price increase and ruble appreciation partially offset by the change in product mix in favor of lower priced brands. Gross margins in Juice segment rose from 31.0% in 2002 to 34.2% in 2003 as a result of a higher pricing on the backdrop of essentially flat sales volume and cost of sales.

 

In 2003, Wimm-Bill-Dann’s total selling and distribution expenses increased 28.5% to US$140.7 million from US$109.5 million in 2002, reaching 15.0% of 2003 sales against 13.3% in 2002. Media inflation, continuing regional expansion and provisions recorded for bad debts were the main factors affecting selling and distribution expenses.

 

Increased personnel costs and expenses for professional services contributed to a 20.6% increase in general and administrative expenses from $63.0 million in 2002 to $76.0 million in 2003. Wimm-Bill-Dann’s expenses for audit, legal and consulting services almost doubled as a result of the company’ expansion, more stringent requirements imposed upon Wimm-Bill-Dann as a public company and the launch of a number of initiatives aimed at improving our performance.

 

Financial expenses increased by 8.5% due to the interest expense growth to US$20.9 million and were partially offset by currency gain of US$4.9 million and interest income of US$2.9 million.

 

Commenting on today’s announcement Sergei Plastinin, Chief Executive Officer of Wimm-Bill-Dann Foods OJSC, said: “In 2003, we spent time and effort digesting our rapid growth. In addition to modernization of our production facilities and warehouses we focused on innovative product development and improvement of our distribution network, laying a solid foundation for the future growth.”

 

2003 Operational Highlights

 

                  January - Acquisition of Refrigerating and Warehousing Complex in Novosibirsk

                  March - Installation of new production lines for dairy products in the central region, at LMK and Anna

                  March - Launch of a new bottled water factory in the Novgorod region

                  March - Launch of the first water brand Zapovednik Valday

                  March - Launch of NEO brand

 

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                  July – Installation of new production lines for plastic bottles production at LMK and for yogurt and soft cottage cheese at Timashevsk

                  July - Launch of new cheese spread production in the Krasnodar region

                  July - Installation of a new production line for liquid dairy products at Baby Food Dairy Plant

                  August- Launch of new line for processed cheese production at Ufa Dairy Plant

                  September - Acquisition of Essentuki Bottling Facilities

                  October - Installation of a new yogurt production line at Kharkov Dairy Plant, Ukraine

                  October - Installation of a hard cheese production line at Rubtsovsk Dairy Plant and launch of Lamber, a new cheese brand,

                  October- Launch of a new production line for sour milk at Roska, Saint-Petersburg

                  November - Launch of J-7 PET package and a PET production line at Depsona

 

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, 2003

 

Full year ended
December 31, 2002

 

 

 

US$’mln

 

% of sales

 

US$’mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

21.2

 

2.3

%

35.7

 

4.3

%

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

30.6

 

3.3

%

18.6

 

2.3

%

 

 

 

 

 

 

 

 

 

 

Interest expense

 

20.9

 

2.2

%

12.8

 

1.6

%

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

10.7

 

1.1

%

14.2

 

1.7

%

 

 

 

 

 

 

 

 

 

 

Minority interest

 

2.0

 

0.2

%

1.9

 

0.2

%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

85.4

 

9.1

%

83.3

 

10.1

%

 

We present Adjusted EBITDA because we consider it important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA represents net income before interest expense, income taxes and depreciation and amortization adjustsed for minority interest. Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of sales.

 

We use Adjusted EBITDA for the following purposes: (1) according to our compensation policy, certain executive incentive compensation payments are based on our Adjusted EBITDA performance against budgets; and (2) certain loan agreements use Adjusted EBITDA (with additional adjustments) to measure our compliance with covenants.

 

Adjusted EBITDA has limitations as analytical tool, and you should not consider it in isolation, or as substitute for analysis of our results as reported under U.S. GAAP.  Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

4



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Operations and Comprehensive Income

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

 

 

 

2003

 

2002

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Sales

 

$

938,459

 

$

824,734

 

 

 

 

 

 

 

Cost of sales

 

(665,104

)

(579,707

)

 

 

 

 

 

 

Gross profit

 

273,355

 

245,027

 

 

 

 

 

 

 

Selling and distribution expenses

 

(140,746

)

(109,527

)

General and administrative expenses

 

(75,973

)

(62,955

)

Other operating expenses

 

(7,481

)

(6,497

)

 

 

 

 

 

 

Operating income

 

49,155

 

66,048

 

 

 

 

 

 

 

Financial income and expenses, net

 

(15,273

)

(14,131

)

 

 

 

 

 

 

Income before provision for income taxes and minority interest

 

33,882

 

51,917

 

 

 

 

 

 

 

Provision for income taxes

 

(10,717

)

(14,249

)

 

 

 

 

 

 

Minority interest

 

(2,012

)

(1,922

)

 

 

 

 

 

 

Net income

 

$

21,153

 

$

35,746

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

Currency translation adjustment

 

20,581

 

 

 

 

 

 

 

 

Comprehensive income

 

$

41,734

 

$

35,746

 

 

 

 

 

 

 

Earnings per share - basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

$

0.48

 

$

0.83

 

Weighted average number of shares outstanding

 

44,000,000

 

43,063,014

 

 

5



 

WIMM-BILL-DANN FOODS

Consolidated Balance Sheets

(Amounts in thousands of U.S. dollars)

 

 

 

2003

 

2002

 

 

 

unaudited

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

40,264

 

$

29,340

 

Trade receivables, net

 

57,424

 

60,146

 

Inventory, net

 

88,243

 

86,063

 

Taxes receivable

 

92,624

 

57,734

 

Advances paid

 

19,690

 

10,811

 

Net investment in direct financing leases

 

1,551

 

1,338

 

Deferred tax asset

 

5,210

 

1,850

 

Other current assets

 

3,648

 

5,810

 

Total current assets

 

308,654

 

253,092

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

393,769

 

293,580

 

Intangible assets, net

 

3,005

 

2,736

 

Goodwill

 

24,695

 

19,885

 

Net investment in direct financing leases – long-term portion

 

4,391

 

4,381

 

Long-term investments

 

2,931

 

1,989

 

Other non-current assets

 

6,440

 

2,812

 

Total non-current assets

 

435,231

 

325,383

 

 

 

 

 

 

 

Total assets

 

$

743,885

 

$

578,475

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

51,487

 

$

40,144

 

Advances received

 

2,586

 

3,905

 

Short-term loans

 

493

 

94,050

 

Long-term loans, current portion

 

1,769

 

2,483

 

Notes payable

 

6,032

 

16,096

 

Taxes payable

 

9,272

 

4,933

 

Accrued liabilities

 

10,983

 

8,346

 

Government grants – current portion

 

2,194

 

2,033

 

Other payables

 

36,033

 

25,770

 

Total current liabilities

 

120,849

 

197,760

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

7,882

 

4,546

 

Long-term notes

 

200,926

 

 

Other long-term payables

 

49,020

 

55,047

 

Government grants – long-term portion

 

7,052

 

8,568

 

Deferred taxes – long-term portion

 

12,370

 

8,121

 

Total long-term liabilities

 

277,250

 

76,282

 

Total liabilities

 

398,099

 

274,042

 

Minority interest

 

21,168

 

21,549

 

Shareholders’ equity :

 

 

 

 

 

Common stock

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Currency translation adjustment

 

20,581

 

 

Retained earnings

 

109,997

 

88,844

 

Total shareholders’ equity

 

$

324,618

 

$

282,884

 

Total liabilities and shareholders’ equity

 

$

743,885

 

$

578,475

 

 

6



 

WIMM-BILL-DANN FOODS

Consolidated Statements of Cash Flows

(Amounts in thousands of U.S. dollars)

 

 

 

2003

 

2002

 

 

 

UNAUDITED

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Income from operations

 

$

21,153

 

$

35,746

 

 

 

 

 

 

 

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

 

 

 

 

 

Minority interest

 

2,012

 

1,922

 

Depreciation and amortisation

 

30,627

 

18,611

 

Provision for obsolete inventory

 

2,100

 

1,154

 

Provision for doubtful accounts

 

8,709

 

1,970

 

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

 

(358

)

606

 

Earned income on net investment in direct financing leases

 

(483

)

(395

)

Deferred tax (benefit) expense

 

(4,149

)

38

 

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

 

(11,538

)

(1,295

)

Currency remeasurement loss relating to cash and cash equivalents

 

2,753

 

639

 

Unrealised holding gain for trading securities

 

(1,903

)

(742

)

Non-cash rental received

 

2,095

 

1,606

 

Write off of trade receivables

 

1,511

 

1,262

 

Write off of net investment in direct finance leases

 

 

 

162

 

Amortisation of bonds issue expenses

 

613

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Decrease (increase) in inventories

 

2,394

 

5,194

 

Increase in trade accounts receivable

 

(2,985

)

(34,893

)

(Increase) decrease in advances paid

 

(7,681

)

3,189

 

Increase in taxes receivable

 

(30,723

)

(32,880

)

Decrease (increase) in other current assets

 

1,068

 

2,782

 

Increase (decrease) in trade accounts payable

 

6,363

 

(13,279

)

(Decrease) increase in advances received

 

(1,565

)

1,390

 

Increase in taxes payable

 

5,492

 

1,028

 

Increase (decrease) in accrued liabilities

 

1,898

 

(1,081

)

Increase in other current payables

 

2,071

 

619

 

(Decrease) increase in other long-term payables

 

(227

)

(216

)

 

 

 

 

 

 

Total cash provided by (used in) operating activities

 

29,247

 

(6,863

)

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

(7,002

)

(39,571

)

Cash paid for property, plant and equipment

 

(88,528

)

(78,505

)

Cash paid for net investments in direct financing leases

 

(2,046

)

(1,843

)

Cash paid for acquisition of investments

 

(753

)

(285

)

Proceeds from disposal of short-term investments

 

4,196

 

 

Proceeds from disposal of property, plant and equipment

 

2,437

 

 

Cash paid for other long-term assets

 

 

(2,473

)

 

 

 

 

 

 

Net cash used in investing activities

 

(91,696

)

(122,677

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of capital stock, net of direct expenses

 

 

162,127

 

Repayment of obligations under finance leases

 

 

(95

)

(Repayment) proceeds of (from) short-term loans and notes payable

 

(107,820

)

771

 

Proceeds from long-term loans

 

5,138

 

4,226

 

Repayment of long-term payables

 

(15,371

)

(5,058

)

Proceeds from notes payable, net of debt issuance expenses

 

194,476

 

559

 

Repayment of long-term loans

 

(3,024

)

(9,930

)

 

 

 

 

 

 

Net cash provided by financing activities

 

73,399

 

152,600

 

 

 

 

 

 

 

Total cash provided by operating, investing and financing activities

 

10,950

 

23,060

 

Impact of exchange rate differences on cash and cash equivalents

 

(26

)

(639

)

Net increase (decrease) in cash and cash equivalents

 

10,924

 

22,421

 

Cash and cash equivalents, at beginning of period

 

29,340

 

6,919

 

Cash and cash equivalents, at the end of period

 

$

40,264

 

$

29,340

 

 

7



 

 - Ends -

 

For further enquiries contact:

 

 

Olga Motovilova
Wimm-Bill-Dann Foods OJSC
Yauzsky Boulevard, 16, Moscow
Phone: +7 095 733 9726/9727
Fax: +7 095 733 9725
www.wbd.com
e-mail: motovilova@wbd.ru

 

Marina Kagan
Wimm-Bill-Dann Foods OJSC
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 24 manufacturing facilities in 20 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 strong and 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 18,000 people.

 

Wimm-Bill-Dann was rated first best out of 45 firms in terms of transparency in the S&P survey of leading Russian companies, and was rated third best in the latest Brunswick UBS Warburg survey of corporate governance in Russia.

 

Wimm-Bill-Dann was awarded best European Equity Deal of 2002 for its initial public offering by Euroweek and Institutional Investor magazines. In addition, the company received the Grand Prix for Best Overall Investor Relations among small and mid-cap companies at the First Annual IR Magazine Russia Awards held in 2004 and organized by IR Magazine and the Association of Investor Relations Professionals.

 

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/Natalya V. Gorbunova

 

 

Name:

 Natalya V. Gorbunova

 

Title:

 Representative by power of attorney

 

 

 Dated 19.03.2004 No19/03-02

 

 

 Wimm-Bill-Dann Foods OJSC

 

 

 

 

 

 

Date:  March 22, 2004

 

 

 

9