FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer

October 10, 2008

 

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     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 ANNOUNCES

30% REVENUE GROWTH IN FIRST HALF OF 2008

 

Moscow, Russia – August 28, 2008 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the second quarter and half-year ended June 30, 2008.

 

Highlights of the first half of 2008:

 

·                  Revenue growth in all segments

·                  Group revenue up 30.0% to US$1,492.1 million

·                  Gross profit increased 24.5% to US$470.4 million

·                  Operating income rose 16.3% to US$126.0 million

·                  Net income increased 19.4% to US$78.6 million

·                  EBITDA(1) increased 24.9% to US$183.8 million

·                  EPS increased to $1.79 from $1.50

 

“I am pleased with the results we achieved in the second quarter of 2008 and first half of the year,” said Tony Maher, Wimm-Bill-Dann’s Chief Executive Officer. “Strong performance across each of our businesses drove overall sales growth of 25.6% for the second quarter and 30.0% for the first half of the year versus the comparable periods in 2007. Despite the uncertain macroeconomic environment and the dramatic worldwide increase in food prices, our business remains very solid and our position continues to improve.”

 

“Our dairy business delivered 23.8% sales growth in the second quarter versus the same period in 2007. Despite the slowdown in market growth we continued to improve our market share in all of our business units”, pointed out Mr. Maher. “Due to company-wide measures undertaken by us, our gross margin in Dairy improved sequentially to 30.1% in the second quarter from 26.4% in the first quarter of 2008. Our baby food business continued its impressive growth with sales increasing 63.4% in the second quarter versus the same period in 2007, outpacing market growth and strengthening our leading market share position. Gross margin in Baby Food in the second quarter of 2008 stood at 45.9%, up from 45.6% in the second quarter of 2007. Our beverage business achieved 19.3% growth in sales in the second quarter of 2008 versus the same period in 2007. Gross margin for the beverage business remained solid at 38.0% in the second quarter.

 

“Group gross profit for the second quarter grew 23.0% over the same period last year driven by improved cost structure and enhanced efficiency. EBITDA for the second quarter increased 21.2% over the same period last year.”

 


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

 

2



 

Key Financial Indicators for the first half and 2Q 2008 vs. 2007

 

 

 

1H2008

 

1H2007

 

Change

 

2Q2008

 

2Q2007

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

1,492.1

 

1,147.8

 

30.0

%

760.1

 

605.0

 

25.6

%

Dairy

 

1,105.4

 

858.4

 

28.8

%

550.0

 

444.2

 

23.8

%

Beverages

 

259.0

 

212.1

 

22.1

%

142.1

 

119.2

 

19.3

%

Baby Food

 

127.7

 

77.3

 

65.1

%

68.0

 

41.6

 

63.4

%

Gross profit

 

470.4

 

377.8

 

24.5

%

250.9

 

203.9

 

23.0

%

Selling and distribution expenses

 

241.1

 

185.9

 

29.7

%

131.1

 

103.8

 

26.2

%

General and administrative expenses

 

96.8

 

86.3

 

12.2

%

54.7

 

44.6

 

22.8

%

Operating income

 

126.0

 

108.4

 

16.3

%

62.6

 

56.9

 

10.0

%

Financial expenses, net

 

11.8

 

12.5

 

(5.9

)%

8.4

 

6.8

 

23.9

%

Net income

 

78.6

 

65.8

 

19.4

%

36.7

 

33.7

 

8.8

%

EBITDA

 

183.8

 

147.2

 

24.9

%

93.1

 

76.8

 

21.2

%

CAPEX excluding acquisitions

 

112.1

 

69.1

 

62.2

%

62.2

 

45.4

 

37.0

%

 

Dairy

 

Sales in the Dairy Segment increased 28.8% to US$1,105.4 million in the first six months of 2008 from US$858.4 million in the same period of 2007. The growth was organic, driven by pricing and offset somewhat by decline in volume. The average dollar selling price rose 37.0% to US$1.40 per kg in the first six months of 2008 from US$1.02 per kg in the same period of 2007 driven primarily by average ruble price growth. Our raw milk purchasing price grew 48.6% year-on-year in ruble terms (61.9% in US dollar terms) in the first six months of 2008. Despite such a sharp rise in raw milk prices the gross margin in the Dairy Segment decreased relatively slightly to 28.3% from 29.9% in the first six months of 2007. The gross margin in the Dairy segment improved to 30.1% the second quarter 2008 from 26.4% in the first quarter 2008.

 

Beverages

 

Sales in the Beverages Segment increased 22.1% to US$259.0 million in the first six months of 2008 from US$212.1 million in the same period last year, driven mainly by a healthy balance of price, volume and mix. The average selling price increased 19.6% to US$0.98 per liter in the first six months of 2008 from US$0.82 per liter in the first six months of 2007. The gross margin in the Beverages Segment decreased to 38.0% in the first six months of 2008 from 40.8% in the first six months of 2007, due to continued concentrate cost pressure. Apple concentrate purchasing price grew 92.2% in the first six months of 2008 compared to the same period last year. Despite such a sharp rise in raw material costs, the gross margin in Beverages remained solid at 38.0% in the second quarter of 2008, and in line with two previous quarters, due to improved product mix and efficiency.

 

Baby Food

 

Sales in the Baby Food Segment increased 65.1% to US$127.7 million in the first six months of 2008 from US$77.3 million in the same period last year. This was driven by a

 

3



 

healthy balance of volume and pricing. The average selling price rose 31.4% to US$2.42 per kg in the first six months of 2008 from US$1.84 per kg in the first six months of 2007. The gross margin in the Baby Food Segment increased to 46.7% in the first six months of 2008 from 45.3% in the first six months of 2007.

 

Key Cost Elements

 

In the first six months of 2008, selling and distribution expenses as a percentage of sales remained flat at 16.2% compared to the same period of 2007. General and administrative expenses as a percentage of sales decreased to 6.5% in the first six months of 2008 from 7.5% in the same period of 2007.

 

Operating profit increased 16.3% to US$126.0 million in the first six months of 2008. EBITDA grew 24.9% to US$183.8 million.

 

In the first six months of 2008, net financial expenses decreased 5.9% year-over-year to US$11.8 million, as a result of foreign currency gains. In the first six months of 2008 foreign currency gains amounted to US$11.3 million compared to US$5.6 million for the same period of 2007.

 

Income tax expenses totalled US$32.9 million in the first six months of 2008 compared to US$28.5 million in the first six months of 2007. Our effective tax rate decreased to 28.8% in the first six months of 2008 from 29.7% in the same period of 2007.

 

Net Income

 

Net income increased 19.4% to US$78.6 million in the first six months of 2008 from US$65.8 million in the first six months of 2007.

 

4



 

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.

 

 

 

6 months ended

 

6 months ended

 

 

 

June 30, 2008

 

June 30, 2007

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

78.6

 

5.3

%

65.8

 

5.7

%

Add: Depreciation and amortization

 

57.8

 

3.9

%

38.8

 

3.4

%

Add: Income tax expense

 

32.9

 

2.2

%

28.5

 

2.5

%

Add: Interest expense

 

25.0

 

1.7

%

18.6

 

1.6

%

Less: Interest income

 

(2.9

)

(0.2

)%

(1.7

)

(0.1

)%

Less: Currency remeasurement gains, net

 

(11.3

)

(0.8

)%

(5.6

)

(0.5

)%

Add: Bank charges

 

1.1

 

0.1

%

1.1

 

0.1

%

Add: Minority interest

 

2.8

 

0.2

%

1.6

 

0.1

%

Add:(Gain)/Loss on sales/purchase of currency

 

(0.2

)

(0.01

)%

0.1

 

0.01

%

 

 

 

 

 

 

 

 

 

 

EBITDA

 

183.8

 

12.3

%

147.2

 

12.8

%

 

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



 

Condensed Consolidated Balance Sheets

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

 

 

 

June 30,
2008

 

December 31,
2007*

 

 

 

Unaudited

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

148,280

 

$

33,452

 

Trade receivables, net

 

182,698

 

157,608

 

Inventory

 

310,896

 

261,254

 

Taxes receivable

 

57,259

 

65,689

 

Advances paid

 

53,536

 

43,924

 

Deferred tax asset

 

30,418

 

17,479

 

Other current assets

 

17,117

 

13,252

 

Total current assets

 

800,204

 

592,658

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

850,747

 

767,654

 

Intangible assets

 

39,857

 

34,015

 

Goodwill

 

134,251

 

129,391

 

Deferred tax asset – long-term portion

 

1,813

 

2,947

 

Other non-current assets

 

10,729

 

6,437

 

Total non-current assets

 

1,037,397

 

940,444

 

Total assets

 

$

1,837,601

 

$

1,533,102

 

 


* Balance sheet as of December 31, 2007 presented herein has been derived from the audited financial statement at that date.

 

6



 

Condensed Consolidated Balance Sheets

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

(Continued)

 

 

 

June 30,
2008

 

December 31,
2007*

 

 

 

Unaudited

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

164,851

 

$

130,729

 

Advances received

 

12,244

 

13,626

 

Short-term debt(1)

 

258,020

 

405,274

 

Taxes payable

 

28,790

 

14,351

 

Accrued liabilities

 

49,824

 

51,877

 

Other payables

 

62,059

 

40,349

 

Total current liabilities

 

575,788

 

656,206

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term debt

 

410,308

 

140,553

 

Other long-term payables

 

13,417

 

18,346

 

Deferred taxes – long-term portion

 

35,477

 

31,011

 

Total long-term liabilities

 

459,202

 

189,910

 

 

 

 

 

 

 

Total liabilities

 

1,034,990

 

846,116

 

 

 

 

 

 

 

Minority interest

 

17,324

 

13,862

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized, issued and outstanding with a par value of 20 Russian rubles at June 30, 2008 and December 31, 2007

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

143,752

 

110,171

 

Retained earnings

 

447,495

 

368,913

 

Total shareholders’ equity

 

785,287

 

673,124

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,837,601

 

$

1,533,102

 

 


* Balance sheet as of December 31, 2007 presented herein has been derived from the audited financial statement at that date.

 

 (1) Reclassification of a specific nature

 

In March and April 2008, the Company placed a third series of bonds on the Moscow Inter-bank Currency Exchange (MICEX) with a total nominal value of 5 billion rubles ($213.2 million at the exchange rate as at June 30, 2008). The bonds are due on March 2013. Bondholders have a put option exercisable on March 6th, 2009, at 100% of nominal value plus accrued interest. The Company classifies bonds as current debt until expiration of the put option in March 2009. In the consolidated balance sheet included in the press release for 1Q 2008, the bonds were classified as long term debt.

 

This change in classification of the bonds has no effect on previously reported net income.

 

7



 

Condensed Consolidated Statements of Operations and

 Comprehensive Income (unaudited)

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

 

 

 

Six months ended
June 30,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Sales

 

$

1,492,052

 

$

1,147,786

 

Cost of sales

 

(1,021,644

)

(769,966

)

Gross profit

 

470,408

 

377,820

 

Selling and distribution expenses

 

(241,098

)

(185,880

)

General and administrative expenses

 

(96,831

)

(86,310

)

Other operating income and expenses, net

 

(6,471

)

2,741

 

Operating income

 

126,008

 

108,371

 

Financial income and expenses, net

 

(11,785

)

(12,524

)

Income before provision for income taxes and minority interest

 

114,223

 

95,847

 

Provision for income taxes

 

(32,885

)

(28,463

)

Minority interest

 

(2,756

)

(1,589

)

Net income

 

$

78,582

 

$

65,795

 

Other comprehensive income

 

 

 

 

 

Currency translation adjustment

 

33,581

 

10,338

 

Comprehensive income

 

$

112,163

 

$

76,133

 

Net income per share - basic and diluted

 

$

1.79

 

$

1.50

 

Weighted average number of shares outstanding

 

44,000,000

 

44,000,000

 

 

8



 

Condensed Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands of U.S. dollars)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

78,582

 

$

65,795

 

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

 

46,188

 

34,704

 

Changes in operating assets and liabilities

 

(14,832

)

9,822

 

Total cash provided by operating activities

 

109,938

 

110,321

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

(526

)

(19,432

)

Cash paid for property, plant and equipment

 

(98,348

)

(63,824

)

Cash invested in short-term bank deposits and other current assets

 

 

(12,496

)

Other investing activities

 

2,457

 

2,006

 

Net cash used in investing activities

 

(96,417

)

(93,746

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

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

 

208,068

 

150,340

 

Short-term loans and notes, net

 

(65,107

)

(119,874

)

Repayment of long-term loans and notes

 

(304,967

)

(1,560

)

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

 

265,757

 

5,869

 

Repayment of long-term payables

 

(6,100

)

(7,584

)

Total cash provided by financing activities

 

97,651

 

27,191

 

 

 

 

 

 

 

Impact of exchange rate differences on cash and cash equivalents

 

3,656

 

1,270

 

Net change in cash and cash equivalents

 

114,828

 

45,036

 

Cash and cash equivalents, at beginning of period

 

33,452

 

40,310

 

Cash and cash equivalents, at the end of period

 

$

148,280

 

$

85,346

 

 

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 19,000 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 2008, Standard & Poor’s Governance Services assigned on WBD its governance, accountability, management, metrics, and analysis (GAMMA) score “GAMMA- 7+”, which makes the Company’s score the highest rating in Russia. The increase in 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



 

 

WIMM-BILL-DANN ANNOUNCES

REVENUE GROWTH OF 35%

IN FIRST QUARTER 2008

 

Moscow, Russia – June 06, 2008 – Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial results for the quarter ended March 31, 2008.

 

·                  Group sales rose 34.8% year-on-year to US$731.9 million

·                  Gross profit increased 26.2% to US$219.5 million

·                  Operating income increased 23.2% to US$63.4 million

·                  EBITDA(2) increased 29.0% to US$90.7 million

·                  Net income increased 30.6% to US$41.9 million

 

Commenting on first quarter 2008 results, Tony Maher, Wimm-Bill-Dann’s Chief Executive Officer said: “We are pleased with the very solid performance we achieved this quarter, in particular our sales growth of 34.8% on a year-over-year basis.”

 

“Our baby food business continued its impressive growth with sales increasing 67.1% year-on-year, outpacing market growth and strengthening our leading market share position. Gross margin for the baby food business strengthened as well, increasing to 47.5% in the first quarter, up from 44.8% for the same period last year. Our beverage business achieved 25.8% growth in sales year-on-year. Finally, our dairy business delivered 34.1% growth in the first quarter in comparison to the same period last year. Despite the challenging raw materials pricing environment that continued well into the first quarter, gross margin was relatively stable at 26.4% in comparison with 26.9% lasting the fourth quarter of 2007.”

 

“Group gross profit for the first quarter 2008 grew 26.2% over the same period last year driven by a healthier product mix and higher sales. EBITDA increased 29.0% over the same period last year. Our EBITDA margin rebounded from last quarter to 12.4%, an improvement of 193 basis points, despite challenging raw materials pricing environment.”

 

“In conclusion, I would like to emphasise, that despite the raw material cost environment which continued well into the first months of the year, the first quarter was a very solid start to 2008.”

 


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

 

11



 

Key Financial Indicators of 1Q 2008

 

 

 

1Q2008

 

1Q2007

 

Change

 

 

 

US$ ‘mln

 

US$ ‘mln

 

 

 

 

 

 

 

 

 

 

 

Sales

 

731.9

 

542.8

 

34.8

%

Dairy

 

555.4

 

414.2

 

34.1

%

Beverages

 

116.8

 

92.9

 

25.8

%

Baby Food

 

59.7

 

35.7

 

67.1

%

Gross profit

 

219.5

 

173.9

 

26.2

%

Selling and distribution expenses

 

110.0

 

82.0

 

34.1

%

General and administrative expenses

 

42.1

 

41.7

 

0.8

%

Operating income

 

63.4

 

51.4

 

23.2

%

Financial income and expenses, net

 

3.4

 

5.7

 

(41.2

)%

Net income

 

41.9

 

32.1

 

30.6

%

EBITDA

 

90.7

 

70.4

 

29.0

%

CAPEX excluding acquisitions

 

49.9

 

23.7

 

100.5

%

 

Dairy

 

Sales in the Dairy Segment increased 34.1% to US$555.4 million in the first quarter of 2008 from US$414.2 million in the first quarter of 2007 driven mainly by selling price increases. The average dollar selling price rose 34.9% to US$1.36 per 1 kg in the first quarter of 2008 from US$1.01 per 1 kg in the first quarter of 2007 driven mainly by the average ruble price growth. Our raw milk purchasing price grew 62.3% year-on-year in ruble terms (76.2% in US dollar terms) in the first quarter of 2008. The gross margin in the Dairy Segment decreased to 26.4% from 29.2% in the first quarter 2007, but despite such a sharp rise in raw milk prices decreased only slightly from 26.9% in the fourth quarter 2007.

 

Beverages

 

Sales in the Beverage Segment grew 25.8% to US$116.8 million in the first quarter of 2008 compared to US$92.9 million in the first quarter of 2007 driven primarily by product mix and selling price increases. The average selling price increased 27.1% to US$1.02 per liter in the first quarter of 2008 from US$0.81 per liter in the first quarter of 2007. The gross margin in the Beverage Segment decreased to 38.0% from 39.9% year-on-year, due to rising raw materials cost pressure, which commenced in the latter part of 2007. Apple concentrate purchasing price almost doubled in the first quarter of 2008 compared to the same period last year. Despite such a sharp rise in raw material costs, gross margin in the first quarter 2008 remained in line with the fourth quarter 2007.

 

Baby Food

 

Sales in the Baby Food Segment grew 67.1% to US$59.7 million in the first quarter of 2008 from US$35.7 million in the first quarter of 2007. This increase was driven mainly by improved mix, volume growth and selling price increases. The average selling price rose 31.2% to US$2.42 per 1 kg in the first quarter of 2008 from US$1.84 per 1 kg in the first quarter of 2007. This increase was driven mainly by a healthier mix and the ruble price growth. The gross margin in the Baby Food Segment increased to 47.5% from 44.8% driven by constantly improving sales mix.

 

12



 

Key Cost Elements

 

In the first quarter of 2008, selling and distribution expenses as a percentage of sales remained almost flat at 15.0% comparing to 15.1% in the first quarter of 2007. General and administrative expenses as a percentage of sales decreased to 5.8% in the first quarter of 2008 from 7.7% in the same period of 2007.

 

Operating profit increased 23.2% to US$63.4 million in the first quarter of 2008. EBITDA grew 29.0% to US$90.7 million.

 

Net financial expenses during the first quarter of 2008 decreased 41.2% to US$3.4 million compared to US$5.7 million in the same period of 2007. This was mainly a result of increased foreign currency gain. In the first quarter of 2008 foreign currency gain amounted to US$9.0 million compared to US$3.2 million for the same period of 2007.

 

Income tax expenses totalled US$17.2 million in the first quarter of 2008 compared to US$13.1 million in the first quarter of 2007. The effective tax rate remained 28.7%.

 

Net Income

 

Net income increased 30.6% to US$41.9 million in the first quarter of 2008 from US$32.1 million in the first quarter of 2007.

 

13



 

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.

 

 

 

3 months ended

 

3 months ended

 

 

 

March  31, 2008

 

March  31, 2007

 

 

 

US$ ‘mln

 

% of sales

 

US$ ‘mln

 

% of sales

 

 

 

 

 

 

 

 

 

 

 

Net income

 

41.9

 

5.7

%

32.1

 

5.9

%

Add: Depreciation and amortization

 

27.3

 

3.7

%

19.0

 

3.5

%

Add: Income tax expense

 

17.2

 

2.3

%

13.1

 

2.4

%

Add: Interest expense

 

12.6

 

1.7

%

9.3

 

1.7

%

Less: Interest income

 

(0.8

)

(0.1

)%

(0.9

)

(0.2

)%

Less: Currency remeasurement gains, net

 

(9.0

)

(1.2

)%

(3.2

)

(0.6

)%

Add: Bank charges

 

0.8

 

0.1

%

0.5

 

0.1

%

Add: Minority interest

 

0.9

 

0.1

%

0.5

 

0.1

%

Add:(Gain)/Loss on sales/purchase of currency

 

(0.2

)

(0.03

)%

(0.05

)

(0.01

)%

 

 

 

 

 

 

 

 

 

 

EBITDA

 

90.7

 

12.4

%

70.4

 

13.0

%

 

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.

 

14



 

Wimm-Bill-Dann Foods

 

Consolidated Balance Sheets (unaudited)

 

(Amounts in thousands of U.S. dollars)

 

 

 

March 31,
2008

 

December 31,
2007

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

204,349

 

$

33,452

 

Trade receivables, net

 

196,153

 

157,608

 

Inventory

 

262,880

 

261,254

 

Taxes receivable

 

67,924

 

65,689

 

Advances paid

 

48,969

 

43,924

 

Net investment in direct financing leases

 

1,153

 

1,349

 

Deferred tax asset

 

20,187

 

17,479

 

Other current assets

 

12,929

 

11,903

 

Total current assets

 

814,544

 

592,658

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property, plant and equipment, net

 

810,785

 

767,654

 

Intangible assets

 

37,204

 

34,015

 

Goodwill

 

133,918

 

129,391

 

Net investment in direct financing leases – long-term portion

 

927

 

972

 

Long-term investments

 

0

 

38

 

Deferred tax asset – long-term portion

 

2,470

 

2,947

 

Other non-current assets

 

6,035

 

5,427

 

Total non-current assets

 

991,339

 

940,444

 

Total assets

 

$

1,805,883

 

$

1,533,102

 

 

15



 

Wimm-Bill-Dann Foods

 

Consolidated Balance Sheets (unaudited)

(continued)

 

 

 

March 31,
2008

 

December 31,
2007

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

127,271

 

$

130,729

 

Advances received

 

11,157

 

13,626

 

Short-term loans

 

95,528

 

98,819

 

Long-term loans – current portion

 

6,252

 

6,455

 

Current portion of long-term bonds payable

 

300,000

 

300,000

 

Taxes payable

 

20,180

 

14,351

 

Accrued liabilities

 

56,987

 

51,877

 

Government grants – current portion

 

81

 

77

 

Dividends payable

 

 

116

 

Other payables

 

52,102

 

40,156

 

Total current liabilities

 

669,558

 

656,206

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term loans

 

45,840

 

34,631

 

Long-term notes payable(1)

 

280,664

 

105,922

 

Other long-term payables

 

13,395

 

17,372

 

Government grants – long-term portion

 

1,000

 

974

 

Deferred taxes – long-term portion

 

34,258

 

31,011

 

Total long-term liabilities

 

375,157

 

189,910

 

 

 

 

 

 

 

Total liabilities

 

1,044,715

 

846,116

 

 

 

 

 

 

 

Minority interest

 

15,431

 

13,862

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: 44,000,000 shares authorized, issued and outstanding with a par value of 20 Russian rubles at March 31, 2008 and December 31, 2007

 

29,908

 

29,908

 

Share premium account

 

164,132

 

164,132

 

Retained earnings

 

410,809

 

368,913

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

140,888

 

110,171

 

Total shareholders’ equity

 

745,737

 

673,124

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,805,883

 

$

1,533,102

 

 


(1) Reclassification of a specific nature

 

In March and April 2008, the Company placed a third series of bonds on the Moscow Inter-bank Currency Exchange (MICEX) with a total nominal value of 5 billion rubles ($213.2 million at the exchange rate as at June 30, 2008). The bonds are due on March 2013. Bondholders have a put option exercisable on March 6th, 2009, at 100% of nominal value plus accrued interest. The Company classifies bonds as current debt until expiration of the put option in March 2009. In the consolidated balance sheet included in the press release for 1Q 2008, the bonds were classified as long term debt.

 

This change in classification of the bonds has no effect on previously reported net income.

 

16



 

Wimm-Bill-Dann Foods

 

Consolidated Statements of Income and

Comprehensive Income (unaudited)

 

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

 

 

 

Three months ended
March 31,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Sales

 

$

731,930

 

$

542,792

 

Cost of sales

 

(512,402

)

(368,867

)

Gross profit

 

219,528

 

173,925

 

Selling and distribution expenses

 

(110,029

)

(82,046

)

General and administrative expenses

 

(42,083

)

(41,731

)

Other operating incomes and expenses, net

 

(4,020

)

1,297

 

Operating income

 

63,396

 

51,445

 

Financial income and expenses, net

 

(3,379

)

(5,742

)

Income before provision for income taxes and minority interest

 

60,017

 

45,703

 

Provision for income taxes

 

(17,195

)

(13,132

)

Minority interest

 

(926

)

(489

)

Net income

 

$

41,896

 

$

32,082

 

Other comprehensive income

 

 

 

 

 

Currency translation adjustment

 

30,717

 

6,250

 

Comprehensive income

 

$

72,613

 

$

38,332

 

Net income per share - basic and diluted

 

$

0.95

 

$

0.73

 

Weighted average number of shares outstanding

 

44,000,000

 

44,000,000

 

 

17



 

Consolidated Statements of Cash Flows (unaudited)

 

(Amounts in thousands of U.S. dollars)

 

 

 

Three months ended
March 31,

 

 

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

41,896

 

$

32,082

 

 

 

 

 

 

 

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

 

 

 

 

 

Minority interest

 

926

 

489

 

Depreciation and amortisation

 

27,346

 

18,917

 

Currency remeasurement gain relating to bonds payable, long-term payables, investments in foreign subsidiaries, and fixed assets of foreign subsidiaries

 

(12,134

)

(3,513

)

Change in provision for obsolescence and net realizable value

 

(241

)

(691

)

Provision for doubtful accounts

 

791

 

1,536

 

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

 

1,073

 

(1,399

)

Earned income on net investment in direct financing leases

 

(129

)

(164

)

Deferred tax benefit

 

387

 

270

 

Non-cash rental received

 

639

 

258

 

Accrual of tax contingent liability

 

118

 

908

 

Write off of long-term investments

 

29

 

11

 

Impairment of tangible assets and intangible assets

 

48

 

929

 

Write off of unrecoverable investments in direct finance lease

 

(207

)

57

 

Amortization of bonds issue expenses

 

473

 

625

 

 

 

 

 

 

 

Changes in operating assets and liabilities net of acquisitions:

 

 

 

 

 

Inventory

 

9,928

 

35,690

 

Trade accounts receivable

 

(31,867

)

(22,666

)

Advances paid

 

(3,059

)

176

 

Taxes receivable

 

790

 

5,030

 

Other current assets

 

(140

)

3,079

 

Other long-term assets

 

(639

)

 

Trade accounts payable

 

(8,773

)

(1,694

)

Advances received

 

(2,959

)

(4,728

)

Taxes payable

 

4,946

 

6,901

 

Accrued liabilities

 

1,814

 

4,147

 

Other current payables

 

12,346

 

4,614

 

Other long-term payables

 

 

(2,106

)

 

 

 

 

 

 

Total cash provided by operating activities

 

$

43,402

 

$

78,758

 

 

18



 

Consolidated Statements of Cash Flows (unaudited)

 

(continued)

 

 

 

Three months ended
March 31,

 

 

 

2008

 

2007

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for acquisition of subsidiaries, net of cash acquired

 

$

(293

)

$

(5,118

)

Proceeds from disposal of subsidiary

 

 

113

 

Cash paid for intangible assets and property, plant and equipment

 

(43,357

)

(26,665

)

Cash paid for acquisition of investments

 

 

(1,115

)

Proceeds from disposal of property, plant and equipment

 

1,665

 

3,957

 

Cash paid for net investments in direct financing leases

 

 

(25

)

Cash invested in short-term bank deposits

 

 

(22,798

)

Total cash used in investing activities

 

(41,985

)

(51,651

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from long-term notes payable

 

166,188

 

151,061

 

Short-term loans and notes, net

 

(7,385

)

(120,890

)

Proceeds from long-term loans

 

10,458

 

1,612

 

Repayment of long-term loans

 

(1,706

)

(904

)

Repayment of long-term payables

 

(3,260

)

(4,617

)

Total cash provided by (used in) financing activities

 

164,295

 

26,262

 

 

 

 

 

 

 

Total cash used in operating, investing and financing activities

 

165,712

 

53,369

 

Impact of exchange rate differences on cash and cash equivalents

 

5,185

 

189

 

Net decrease in cash and cash equivalents

 

170,897

 

53,558

 

Cash and cash equivalents, at beginning of period

 

33,452

 

40,310

 

Cash and cash equivalents, at the end of period

 

$

204,349

 

$

93,868

 

 

19



 

 - Ends -

 

For further enquiries contact:

 

Marina Kagan

Wimm-Bill-Dann Foods OJSC

Solyanka, 13, Moscow 109028 Russia

Tel +7 495 925 5805

Fax +7 495 9205 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 19,000 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 2007, Standard & Poor’s Governance Services confirmed WBD’s Corporate Governance Score (CGS) 7+ (7.7 accordingly on the Russian national scale), which makes the Company’s score the highest rating in Russia. The increase in 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.

 

20



 

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:

October 10, 2008

 

21