Wimm-Bill-Dann Foods OJSC [NYSE: WBD] today announced its financial
results for the full year and the fourth quarter ended December 31, 2009.
Highlights for the full year and the fourth quarter of 2009
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Group gross margin improved 110 basis points year-on-year to 33.4% in
the full year of 2009
-
Group gross margin decreased to 30.1% in the fourth quarter of 2009
from 32.7% in the fourth quarter 2008, driven by acute shortage and
sharp increase in raw milk costs at the end of 2009
-
EBITDA margin increased to 14.1% in the full year of 2009 compared to
12.8% in 2008
-
On a constant currency basis (in rubles), EBITDA increased by 8.5%
year-on-year in the full year of 2009
-
Group revenue in US dollars decreased 22.8% year-on-year to US$2,181.1
million in the full year of 2009, driven by ruble devaluation, and
partially offset by improved sales mix in Dairy and stronger volumes
in Beverages and Baby Food
-
Operating profit margin improved to 9.2% in the full year of 2009 from
8.7% in 2008
-
Net income in US dollars increased 14.6% year-on-year to US$116.5
million in the full year of 2009
-
On a constant currency basis (in rubles), net income increased by
46.4% year-on-year in the full year of 2009
-
As of the end of the full year of 2009, our net debt decreased by
30.5% year-on-year to US$275.3 million
-
Our free cash flow grew to US$187.0 million in the full year of 2009
from US$139.8 million in the same period of 2008
"Wimm-Bill-Dann achieved solid growth in profitability and significantly
improved its balance sheet in 2009 despite continuing macroeconomic
pressure and a temporary shortage of raw milk late in the year, which
impacted dairy sales and margins in the fourth quarter,” said Tony
Maher, Wimm-Bill-Dann’s Chief Executive Officer. "While we were forced
to restrict the production of some of our dairy products in the fourth
quarter, on the whole, we succeeded in further strengthening our market
position. We increased our market share and maintained our leading
market position in baby food. We accelerated share gains in beverages,
enhancing our market position. Furthermore, and most importantly, we are
confident in the fundamentals of all of our markets and remain fully
committed to our strategy of profitable growth coupled with sound
financial discipline.”
"Group revenue in US dollars decreased 22.8% year-on-year to US$2,181.1
million in the full year of 2009, and by 7% year-on-year to US$585.5
million in the fourth quarter of 2009, driven by ruble devaluation, and
partially offset by improved sales mix in dairy and stronger volumes in
beverages and baby food. Group revenue in rubles stood flat year-on-year
in the fourth quarter of 2009.”
"For the full year of 2009, group gross margins increased 110 basis
points year-over-year to 33.4%, reflecting improved gross margins in all
business segments. In 2009, gross margin in beverages increased 60 basis
points to 39.7%, dairy improved 30 basis points to 29.4%, and baby food
continued its extraordinary performance, reaching 48.0%, up 110 basis
points. Additionally, our EBITDA margin increased 130 basis points
year-over-year to 14.1% in 2009, evidence of our efforts to drive
efficiency gains and cost savings throughout the business.”
"Despite the new challenges we faced in 2009, we remain optimistic about
the coming year. We made significant progress in the last year
strengthening our operations, investing in our brands, expanding our
market share, and strengthening our balance sheet,” Tony Maher added.
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Key Financial Indicators for Full Year and 4Q 2009 vs. 2008
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FY 2009
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FY 2008
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Change
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4Q 2009
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4Q 2008
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Change
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US$ ‘mln
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US$ ‘mln
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US$ ‘mln
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US$ ‘mln
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Sales
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2,181.1
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2,823.6
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(22.8%)
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585.5
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629.4
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(7.0%)
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Dairy
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1,530.2
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2,095.9
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(27.0%)
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414.8
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465.9
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(11.0%)
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Beverages
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406.6
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473.2
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(14.1%)
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103.2
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100.7
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2.5%
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Baby Food
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244.2
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254.5
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(4.0%)
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67.4
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62.8
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7.4%
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Gross profit
|
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728.3
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913.0
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(20.2%)
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176.4
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206.0
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(14.4%)
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Gross margin, %
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33.4%
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32.3%
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110 bp
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30.1%
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32.7%
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(260 bp)
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Selling and distribution expenses
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(379.7)
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(488.1)
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(22.2%)
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(107.4)
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(122.4)
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(12.3%)
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General and administrative expenses
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(137.4)
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(171.4)
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(19.8%)
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(40.3)
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(34.9)
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15.4%
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Operating income
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201.7
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245.1
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(17.7%)
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24.6
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51.5
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(52.3%)
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Operating margin, %
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9.2%
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8.7%
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50 bp
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4.2%
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8.2%
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(400 bp)
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Financial expenses, net
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(43.2)
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(101.5)
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(57.4%)
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(11.5)
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(65.0)
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(82.3%)
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Net income (loss)
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116.5
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101.7
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14.6%
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7.1
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(7.9)
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190.6%
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EBITDA
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306.6
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361.0
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(15.1%)
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60.0
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78.2
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(23.3%)
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EBITDA margin, %
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14.1%
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12.8%
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130 bp
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10.2%
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12.4%
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(220 bp)
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CAPEX excluding acquisitions
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121.8
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195.3
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(37.6%)
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45.0
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36.4
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23.6%
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Dairy
Sales in US dollars in the Dairy Segment decreased 27.0% to US$1,530.2
million in the full year of 2009 from US$2,095.9 million in the same
period of 2008. This was driven mainly by the negative exchange rate.
The average dollar selling price declined 21.8% to US$1.11 per 1 kg in
the full year of 2009 from US$1.42 per 1 kg in the same period last
year. The gross margin in the Dairy Segment increased to 29.4% in the
full year of 2009 from 29.1% in 2008, driven by improved sales mix. Due
to a sharp increase in raw milk costs in late 2009, caused by an acute
dry and raw milk shortage, the gross margin in the Dairy Segment fell to
24.9% in the fourth quarter of 2009 from 28.9% in the fourth quarter of
2008.
Beverages
Sales in US dollars decreased 14.1% to US$406.6 million in the full year
of 2009 compared to US$473.2 million in the same period of 2008. This
was driven by the negative exchange rate and partially offset by strong
volume growth and pricing. The average dollar selling price decreased
17.5% to US$0.76 per liter in the full year of 2009 from US$0.93 per
liter in the same period of 2008. The gross margin in the Beverage
Segment increased to 39.7% in the full year of 2009 from 39.1% in 2008,
due to improved efficiency and lower concentrate costs.
Baby Food
Sales in US dollars in the Baby Food Segment decreased 4.0% to US$244.2
million in the full year of 2009 from US$254.5 million in the same
period of 2008, due to the negative exchange rate and partially offset
by strong volume growth. The average dollar selling price decreased
20.6% to US$1.82 per kg in the full year of 2009 from US$2.29 per kg in
2008. The gross margin in the Baby Food Segment increased to 48.0% in
the full year of 2009 from 46.9% in 2008.
Key Cost Elements
In the full year of 2009, selling and distribution expenses decreased
22.2% year-on-year to US$379.7 million. Sales and distribution expenses
as a percentage of sales increased slightly by 10 basis points
year-on-year to 17.4% in the full year of 2009, driven by advertising
and marketing expenses, which increased, as a percentage of sales, to
6.4% in 2009 from 5.0% in 2008. General and administrative expenses
decreased 19.8% year-on-year to US$137.4 million in the full year of
2009. General and administrative expenses, as a percentage of sales,
increased by 20 basis points year-on-year to 6.3%.
Operating profit in US dollars decreased 17.7% year-on-year to US$201.7
million in the full year of 2009. Operating profit margin improved to
9.2% in the full year of 2009 from 8.7% in 2008.
EBITDA in US dollars declined 15.1% year-on-year to US$306.6 million.
EBITDA margin improved to 14.1% in the full year of 2009 compared to
12.8% in 2008. On a constant currency basis (in rubles), EBITDA
increased 8.5% year-on-year in the full year of 2009.
In the full year of 2009, financial expenses declined 57.4% to US$43.2
million compared to US$101.5 million in the same period of 2008. This
was mainly due to a decrease in currency remeasurement loss. In the full
year of 2009, currency remeasurement loss amounted to US$11.6 million
compared to the loss of US$61.4 million in 2008. Currency remeasurement
loss is a non cash item.
Our effective tax rate decreased to 25.7% in the full year of 2009 from
27.8% in 2008.
Net Income
Net income in US dollars increased 14.6% to US$116.5 million in the full
year of 2009 from US$101.7 million in the full year of 2008. In the
fourth quarter of 2009, net income in US dollars amounted to US$7.1
million compared to the net loss of US$7.9 million in the fourth quarter
of 2008.
On a constant currency basis (in rubles), net income increased by 46.4%
year-on-year in the full year of 2009, and grew almost 300% in the
fourth quarter of 2009 year-on-year.
Debt and Cash Flows
As of the end of the full year of 2009, our net debt decreased by 30.5%
year-on-year to US$275.3 million, and our net debt-to-EBITDA ratio
declined to 0.9 as of the end of 2009 from 1.1 in 2008.
Operating cash flow for the full year of 2009 totaled $312.3 million
compared to $321.2 million in 2008. Our free cash flow grew to US$187.0
million in the full year of 2009 from US$139.8 million in the same
period of 2008.
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Attachment A
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Reconciliation of EBITDA and EBITDA margin to US GAAP Net
Income
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EBITDA is a non-U.S. GAAP financial measure. The following table
presents reconciliation of EBITDA to net income (and EBITDA margin
to net income as a percentage of sales), the most directly
comparable U.S. GAAP financial measure.
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12 months ended
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12 months ended
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December 31, 2009
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December 31, 2008
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US$ ‘mln
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% of sales
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US$ ‘mln
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% of sales
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Net income
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116.5
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5.3%
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101.7
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3.6%
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Add: Depreciation and amortization
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|
104.9
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4.8%
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|
115.8
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4.1%
|
|
Add: Income tax expense
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|
40.7
|
|
2.0%
|
|
39.9
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1.4%
|
|
Add: Interest expense
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|
33.5
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|
1.5%
|
|
44.5
|
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1.6%
|
|
Less: Interest income
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|
(4.6)
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|
(0.2%)
|
|
(6.6)
|
|
(0.2%)
|
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Less: Currency remeasurement (gains)/losses, net
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|
11.6
|
|
0.5%
|
|
61.4
|
|
2.2%
|
|
Add: Bank charges
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|
2.7
|
|
0.1%
|
|
2.9
|
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0.1%
|
|
Add: Noncontrolling interests
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|
1.2
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0.1%
|
|
2.0
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0.1%
|
|
Add: Other (gains)/losses
|
|
0.1
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0.01%
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(0.6)
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(0.02%)
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EBITDA
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306.6
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14.1%
|
|
361.0
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|
12.8%
|
|
|
|
|
|
|
|
|
|
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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 noncontrolling interest. EBITDA margin is EBITDA
expressed as a percentage of sales.
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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.
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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.
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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.
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Consolidated Statements of Financial Position
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(Amounts in thousands of U.S. dollars)
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|
|
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|
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|
|
December 31,
|
|
|
|
2009 (unaudited)
|
|
2008 (audited)
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
248,521
|
|
|
$
|
277,252
|
|
|
Trade receivables, net
|
|
|
112,083
|
|
|
|
125,453
|
|
|
Inventory
|
|
|
191,334
|
|
|
|
223,768
|
|
|
Taxes receivable
|
|
|
32,304
|
|
|
|
64,916
|
|
|
Advances paid
|
|
|
22,678
|
|
|
|
14,834
|
|
|
Deferred tax asset
|
|
|
15,159
|
|
|
|
11,828
|
|
|
Other current assets
|
|
|
19,381
|
|
|
|
15,699
|
|
|
Total current assets
|
|
|
641,460
|
|
|
|
733,750
|
|
|
|
|
|
|
|
|
Non-current assets:
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
699,996
|
|
|
|
693,468
|
|
|
Intangible assets, net
|
|
|
38,688
|
|
|
|
34,999
|
|
|
Goodwill
|
|
|
105,643
|
|
|
|
108,748
|
|
|
Other non-current assets
|
|
|
3,017
|
|
|
|
6,000
|
|
|
Total non-current assets
|
|
|
847,344
|
|
|
|
843,215
|
|
|
Total assets
|
|
$
|
1,488,804
|
|
|
$
|
1,576,965
|
|
|
|
|
|
|
|
|
Consolidated Statements of Financial Position
|
|
(Amounts in thousands of U.S. dollars)
|
|
(continued)
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2009 (unaudited)
|
|
2008 (audited)
|
|
Liabilities and equity
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Trade accounts payable
|
|
$
|
135,825
|
|
|
$
|
133,886
|
|
|
Advances received
|
|
|
10,762
|
|
|
|
8,342
|
|
|
Short-term loans
|
|
|
4,521
|
|
|
|
66,278
|
|
|
Long-term loans, current portion
|
|
|
22,308
|
|
|
|
8,632
|
|
|
Long-term notes payable, current portion
|
|
|
185,835
|
|
|
|
159,153
|
|
|
Taxes payable
|
|
|
13,667
|
|
|
|
18,984
|
|
|
Accrued liabilities
|
|
|
54,969
|
|
|
|
33,864
|
|
|
Other payables
|
|
|
28,249
|
|
|
|
43,073
|
|
|
Total current liabilities
|
|
|
456,136
|
|
|
|
472,212
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
Long-term loans
|
|
|
285,998
|
|
|
|
327,157
|
|
|
Long-term notes payable
|
|
|
-
|
|
|
|
88,494
|
|
|
Other long-term payables
|
|
|
21,215
|
|
|
|
10,048
|
|
|
Deferred taxes – long-term portion
|
|
|
22,179
|
|
|
|
22,754
|
|
|
Total long-term liabilities
|
|
|
329,392
|
|
|
|
448,453
|
|
|
Total liabilities
|
|
|
785,528
|
|
|
|
920,665
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
Common stock: 44,000,000 shares authorized and issued with a par
value of 20 Russian rubles; 41,846,022 shares outstanding as of
December 31, 2009 and 43,725,535 shares outstanding as of December
31, 2008
|
|
|
29,908
|
|
|
|
29,908
|
|
|
Share premium account
|
|
|
163,781
|
|
|
|
164,132
|
|
|
Treasury stock, at cost
|
|
|
(54,802
|
)
|
|
|
(3,014
|
)
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
Currency translation adjustment
|
|
|
(32,167
|
)
|
|
|
(17,214
|
)
|
|
Retained earnings
|
|
|
587,160
|
|
|
|
470,625
|
|
|
Equity attributable to shareholders
|
|
|
693,880
|
|
|
|
644,437
|
|
|
|
|
|
|
|
|
Equity attributable to noncontrolling interests
|
|
|
9,396
|
|
|
|
11,863
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
703,276
|
|
|
|
656,300
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,488,804
|
|
|
$
|
1,576,965
|
|
|
|
|
Consolidated Statements of Income
|
|
(Amounts in thousands of U.S. dollars, except share and per
share data)
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2009 (unaudited)
|
|
2008 (audited)
|
|
2007 (audited)
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
2,181,062
|
|
|
$
|
2,823,564
|
|
|
$
|
2,438,328
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
(1,452,737
|
)
|
|
|
(1,910,528
|
)
|
|
|
(1,654,879
|
)
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
728,325
|
|
|
|
913,036
|
|
|
|
783,449
|
|
|
|
|
|
|
|
|
|
|
Selling and distribution expenses
|
|
|
(379,659
|
)
|
|
|
(488,110
|
)
|
|
|
(387,853
|
)
|
|
General and administrative expenses
|
|
|
(137,440
|
)
|
|
|
(171,400
|
)
|
|
|
(180,922
|
)
|
|
Other operating expenses, net
|
|
|
(9,552
|
)
|
|
|
(8,383
|
)
|
|
|
(704
|
)
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
201,674
|
|
|
|
245,143
|
|
|
|
213,970
|
|
|
|
|
|
|
|
|
|
|
Financial income and expenses, net
|
|
|
(43,224
|
)
|
|
|
(101,504
|
)
|
|
|
(16,851
|
)
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
158,450
|
|
|
|
143,639
|
|
|
|
197,119
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
(40,678
|
)
|
|
|
(39,898
|
)
|
|
|
(54,302
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income
|
|
$
|
117,772
|
|
|
$
|
103,741
|
|
|
$
|
142,817
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interests
|
|
|
(1,237
|
)
|
|
|
(2,029
|
)
|
|
|
(2,769
|
)
|
|
|
|
|
|
|
|
|
|
Net income attributable to WBD Foods shareholders
|
|
$
|
116,535
|
|
|
$
|
101,712
|
|
|
$
|
140,048
|
|
|
|
|
|
|
|
|
|
|
Net income per common share attributable to WBD Foods
shareholders - basic and diluted
|
|
$
|
2.73
|
|
|
$
|
2.31
|
|
|
$
|
3.18
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding, basic and diluted
|
|
|
42,763,668
|
|
|
|
43,993,827
|
|
|
|
44,000,000
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows
|
|
(Amounts in thousands of U.S. dollars)
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2009 (unaudited)
|
|
2008 (audited)
|
|
2007 (audited)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income
|
|
$
|
117,772
|
|
|
$
|
103,741
|
|
|
$
|
142,817
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities
|
|
|
117,955
|
|
|
|
183,941
|
|
|
|
71,720
|
|
|
Changes in operating assets and liabilities
|
|
|
76,569
|
|
|
|
33,508
|
|
|
|
(117,733
|
)
|
|
|
|
|
|
|
|
|
|
Total cash provided by operating activities
|
|
$
|
312,296
|
|
|
$
|
321,190
|
|
|
$
|
96,804
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Cash paid for property, plant and equipment
|
|
|
(128,846
|
)
|
|
|
(189,003
|
)
|
|
|
(189,049
|
)
|
|
Proceeds from disposal of property, plant and equipment
|
|
|
2,683
|
|
|
|
6,454
|
|
|
|
3,668
|
|
|
Cash returned from short-term bank deposits and other current assets
|
|
|
–
|
|
|
|
–
|
|
|
|
6,800
|
|
|
Other investing activities
|
|
|
901
|
|
|
|
1,195
|
|
|
|
390
|
|
|
Net cash used in investing activities
|
|
|
(125,262
|
)
|
|
|
(181,354
|
)
|
|
|
(178,191
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Proceeds from long-term notes payable, net of debt issuance costs
|
|
|
95,814
|
|
|
|
207,473
|
|
|
|
147,909
|
|
|
Short-term loans and notes, net
|
|
|
(56,312
|
)
|
|
|
(30,454
|
)
|
|
|
(33,946
|
)
|
|
Repayment of long-term loans and notes
|
|
|
(160,724
|
)
|
|
|
(308,917
|
)
|
|
|
(5,081
|
)
|
|
Proceeds from long-term loans
|
|
|
7,233
|
|
|
|
315,579
|
|
|
|
6,778
|
|
|
Repayment of long-term payables
|
|
|
(11,891
|
)
|
|
|
(14,445
|
)
|
|
|
(18,811
|
)
|
|
Cash paid for treasury stock acquisition
|
|
|
(58,632
|
)
|
|
|
(3,014
|
)
|
|
|
–
|
|
|
Dividends paid to noncontrolling interests
|
|
|
(544
|
)
|
|
|
–
|
|
|
|
(5,420
|
)
|
|
Cash paid for acquisition of subsidiaries, net of cash acquired
|
|
|
(2,280
|
)
|
|
|
(4,050
|
)
|
|
|
(24,850
|
)
|
|
Total cash provided by (used in) financing activities
|
|
|
(187,336
|
)
|
|
|
162,172
|
|
|
|
66,579
|
|
|
|
|
|
|
|
|
|
|
Impact of exchange rate differences on cash and cash equivalents
|
|
|
(28,429
|
)
|
|
|
(58,208
|
)
|
|
|
7,950
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(28,731
|
)
|
|
|
243,800
|
|
|
|
(6,858
|
)
|
|
Cash and cash equivalents, at beginning of the year
|
|
|
277,252
|
|
|
|
33,452
|
|
|
|
40,310
|
|
|
Cash and cash equivalents, at the end of the year
|
|
$
|
248,521
|
|
|
$
|
277,252
|
|
|
$
|
33,452
|
|
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, Chudo, Imunele, Bio Max and
more), juices (J7, Lubimy Sad, 100% Gold), Essentuki mineral water and
Rodniki Rossii natural water, Zdraivery kids’ brand 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.
