Why are TsentrObuv stores closing in Russia? Will "TsentrObuv" save its new owner Li Tsentrobuv?

Entrepreneur Dmitry Vernimont is the main shareholder of TsentrObuvi, which has found itself on the verge of bankruptcy. Other co-owners Sergey Lomakin and Artem Khachatryan believe that the chain's business has suffered because of the actions of the previous owner.

In October 2015, the co-owner of TsentrObuvi Anatoly Gurevich gathered the chain's management and introduced them to the new shareholder Dmitry Vernimont, says former employee companies. “Consider that he [Vernimont] is in my place,” Gurevich said.

Another source, a close acquaintance of Gurevich, explains that the businessman borrowed money from Vernimont in order to improve matters at CenterObuv: for whom the loan was issued - for Gurevich himself or some network structure, the interlocutor of RBC could not answer, but he is sure, that Gurevich had personal obligations.

As a result, Vernimont got the entire share of Gurevich in TsentrObuv - 40.4%. Another 32.8% belongs to the former owners of "Kopeyka" Sergei Lomakin and Artem Khachatryan, 16.3% - from the co-founder of "CenterObuv" Dmitry Svetlov. Small shares - 6.7% and 3.3% - belong to Leonid Makaron and Vladimir Levy; 0.5 percent is on the balance sheet of the company itself.

Khachatryan knows that Vernimont received the rights to claim the debt from Gurevich. Svetlov is aware of the emergence of a new shareholder. Gurevich refused to talk to RBC. It was not possible to get a comment from Vernimont - representatives of "CenterObuv" do not provide his contacts and do not transmit the request.

According to a source close to Lomakin and Khachatryan, they learned about the change of the majority owner much later than the others and "it shocked them." In 2009, they became co-owners of TsentrObuvi at the request of Gurevich and Svetlov, and for a long time almost did not interfere with the operation of the network: it regularly paid dividends until 2012 and was profitable until 2014. But over the past two years, CenterObuv has sharply lost its market positions, lost profits and spoiled relations with banks. According to a source close to the management of the network, Lomakin and Khachatryan tried to gain access to the management of CenterObuvi, clashed with Gurevich and Svetlov, but the situation only worsened.

On September 6, the Moscow Arbitration Court is scheduled to consider the bankruptcy case of the network at the request of two creditors (now supervision has been introduced at TsentrObuv).

In addition, the main investigation department of the Ministry of Internal Affairs in Moscow suspected the withdrawal of assets from TsentrObuv and on May 25 opened a criminal case against unidentified persons under Article 159.4 of the Criminal Code (fraud). The initiation of the case was preceded by a check, carried out after the statement of one of the largest creditors of TsentrObuvi - Gazprombank.

Will the shareholders of CenterObuv be able to end the conflict and save the business?

After the sale of Kopeyka in 2007, Lomakin and Khachatryan were looking for new projects for investment. As a result, they gave 35 million dollars out of more than 120 million dollars received for two for 32.8% of CenterObuv.

“We knew Gurevich and Svetlov, periodically exchanged information about the state of the market, the introduction of technologies, even people sometimes migrated between companies,” Khachatryan recalls about the beginning of cooperation. So much money was invested that TsentrObuv had to "get tired of opening new stores," Lomakin was quoted as saying in 2009 by the Kommersant newspaper.

With the money received, "CenterObuv" launched another chain of stores - youth shops Centro. It was not difficult: at that time "CenterObuv", which already united 310 own and franchised stores, in fact, competed only with market stalls.

According to Khachatryan, the founders of CenterObuvi wanted new partners to help them with development financing and strategy, but without immersion in the operational business. He and Lomakin, says Khachatryan, “discovered a large scope of work on procurement, category management, new product positions,” and participated in the development of a program for opening new stores.

Lomakin and Khachatryan were only members of advisory councils, that is, they met with other shareholders informally. But they had their own representative on the board of directors of TsentrObuv: votes in it were distributed in proportion to the shares of the owners. According to the shareholder agreement, some decisions, including the change of the general director, could have been made at least 75 percent of the vote. Basically, everyone relied on the general director Andrei Nesterov, who worked at TsentrObuv almost from its inception.

The funds poured into the business had an effect, Khachatryan believes: in 2011, the chain already united twice as many stores - 746 points worked from the border with the European Union to the border with Japan. In the autumn of the same year, the owners of the network were preparing an IPO on the London and Hong Kong stock exchanges: it was planned to sell both the shares of shareholders and shares of the additional issue, the minimum volume of placement was supposed to be $ 500 million.

But later, due to the fact that the shareholders did not have a unanimous decision on the placement on the stock exchange, the preparation was suspended. “Even before 2013, it was necessary to sell the stake to an investor in order to cover the debts, but it was all a pearl and it seemed that it would be like this forever. Therefore, all the shareholders did not agree among themselves either about entering the stock exchange, or about possible transactions with funds, ”explains an acquaintance of Gurevich and Svetlov.

In 2011, CenterObuv was included in the rating of the fastest growing Russian retailers, compiled by InfoLine-Analytica. The chain's sales increased by 58.4%, to 29.3 billion rubles, for comparison: Adidas in that year gained 27.4 billion rubles in Russia. Also "CenterObuv" for the year managed to increase the retail space by 49.3%, up to 227 thousand square meters. m.

At the end of 2011, the company distributed dividends in the amount of about $ 90 million. And Nesterov, for his success, the shareholders gave a share of 0.5 percent.

CEO bonus

At the beginning of 2012, a new player entered the market - the Kari shoe discounter chain, created by former owner Eldorado by Igor Yakovlev. In a little over a year, Yakovlev opened 480 Kari stores in Russia, Ukraine, Kazakhstan and Poland. “It's like comparing a 2004 Olympic champion to a hungry rookie athlete competing in Rio de Janeiro. The newcomer has a different motivation, he is “hungry,” and the leader, perhaps, is overconfident, ”recalls Khachatryan.

Against the background of intensifying competition between shareholders, the first quarrels began. Lomakin wanted to take more part in the management of the network, and Gurevich, fascinated by the talents of the "Russian retail star", was ready to give in to him, says a source close to TsentrObuv. Therefore, Nesterov was de facto moved from the position of general director to the position of financial director. “Nesterov did not agree with what Lomakin was doing, and since the shareholders refused to delve into his claims, he decided to leave the company,” the source said. When he left the company at the end of 2013, he was paid a bonus of $ 5.6 million - the price of 0.5 percent fixed in 2011.

For a qualitative breakthrough, the shareholders decided to hire the Englishman Peter Riedler, who previously headed Monsoon Accessorize. But Ridler did not work for a year: he was not ready to completely immerse himself in new business and himself proposed his own resignation. The manager could not be contacted.

Although the chains themselves - both CenterObuvi and Centro - had their general directors - Marcin Tokazh and Evgeniy Peshkun, respectively, in 2014 the shareholders decided to separate different business areas among themselves in order to better understand what was happening with the company. Lomakin was in charge of sales, Khachatryan - logistics, Svetlov - procurement and supply of goods, Gurevich - finance. This distribution is confirmed by both Khachatryan and Svetlov. Khachatryan notes that they, together with Lomakin, were simultaneously engaged in the development of their personal business projects, that is, their work at TsentrObuvi was more like supervising.

At that time, the chain had two main legal entities - TsentrObuv Trading House JSC (trading operator) and TsentrO LLC (importer of Chinese goods). The chain rented premises for 3-5 years, and most of the warehouses were also leased - in St. Petersburg, Nizhny Novgorod, Rostov, Yekaterinburg and Novosibirsk. The only own distribution center with an area of ​​50 thousand square meters. m was acquired by the company in 2012. Also in the property is the Moscow office of "TsentrObuvi" on the 2nd Khutorskaya. To work with the main suppliers - Chinese factories (80% of purchases) - the Sinai company was established in Hong Kong.

When the shareholders really plunged into management, "skeletons began to appear from the closet one by one," Khachatryan says. For example, it turned out that purchase prices for Kari from some suppliers were 20% lower than for CenterObuvi. “But if the deferral of payment for the goods is 180 days, the goods are naturally more expensive. This is normal for working with imported goods, ”says an acquaintance of Svetlova. The Chinese provided long delays to many players, says Mikhail Burmistrov, CEO of InfoLine-Analytics, but often with Chinese suppliers a situation arises when the company thinks that it is buying goods directly, but in fact is making a deal with an intermediary firm - and this is additional costs.

A source among shareholders believes that TsentrObuv approached the crisis of 2014 in a "lax" state and was heavily dependent on bank loans. The fall of the ruble, sanctions and the increase of the key rate by the Central Bank had a dramatic effect on the network, he said. On the one hand, the retailer has practically lost two foreign markets - Polish and Ukrainian. “Imagine, we turn on the TV, and there - military equipment against the background of our store, everything is clear, "- says the interlocutor of RBC. In 2014, sales of CenterObuv in Ukraine fell by almost 42 percent, to $ 61.1 million, according to the chain's materials. The reports say that the Polish division was sold to a third party, with which "CenterObuv" continued to work on franchising. CenterObuv wrote off losses incurred in these markets.

In the main Russian market, CenterObuv sales dropped by a third. “The company could not service its debts, because the interest on loans was equal to payments on rent,” says a source in the top management of CenterObuvi. The retailer began to delay payments to Chinese factories, and they, in turn, reduced the payment terms for the goods: in the end, they agreed on 90 days against the usual 180. “It was clear that if this goes on, the company will not be able to answer its obligations to banks, nor to suppliers. And the most important thing for her life is to continuously buy new goods and sell them, ”explains a source to RBC among shareholders.

It got to the point that one of the consignments of goods worth 500 million rubles. CenterObuv was unable to buy it out on its own - Khachatryan and Lomakin bought this product themselves, says a source close to the company. Khachatryan does not comment on this.

At the end of 2014, one of the partners of CenterObuvi witnessed the unfolding drama: within 24 hours, 60 people from the development department were fired, who were engaged in the selection of premises for new stores. According to a RBC source in the management of CenterObuv, only about 400 people were laid off in 2014.

Gurevich decided to return Nesterov so that he could start restructuring debts, say Khachatryan and Svetlov. RBC has at its disposal a copy of Nesterov's employment contract dated April 1, 2015: the agreement guarantees that upon its termination it is not on their own employee, the company will have to pay him $ 5 million.

New owner

In April 2015, CenterObuv had to repay the loan of 3 billion rubles. in front of VTB Bank. The company did not have such funds, according to Khachatryan, Lomakin, at the request of other shareholders, negotiated with the bank to extend the payment deadlines and agreed on a delay. A VTB spokesman declined to comment.

Lawsuits were filed by the owners of the premises of the Centro and TsentrObuvi stores: the chains had not paid rent for several months. In total, in 2015, according to SPARK, 477 claims were filed against CenterObuv companies for a total of 5.9 billion rubles, and in 2016 - 232 more applications for 514 million rubles.

Svetlov and Gurevich were inclined to start bankruptcy proceedings, but Lomakin and Khachatryan did not agree with this. To save "CenterObuv" Lomakin offered to contribute his own 8 billion rubles. and promised to negotiate with banks on debt restructuring on their own. The time came to order an autumn-winter collection of goods in China worth 100 million rubles. According to the top manager of TsentrObuvi, from June to August the shareholders were preparing the documents for the deal and agreed that the first tranche from Lomakin in the amount of RUB 300 million would be received in September. But, according to a source of RBC, Lomakin broke his promise. True, another source claims that rumors constantly reached Lomakin "about some new investors" and he did not want to risk his money.

At that time, the shareholders were so fragmented that they began to negotiate with new investors on their own. Vladimir Palikhata, President of Rosenergomash Concern, has become interested in the company, says an acquaintance of Svetlov and Gurevich. Palikhata offered 4 billion rubles. provided that Lomakin pays part of the network's debt. In fact, from that moment on, the shareholders were divided into those who supported the new investor and those who did not want such a partnership, Khachatryan says, as a result, the deal did not take place. Palikhata did not respond to RBC's request.

At the same time, Lomakin, according to Khachatryan, negotiated a deal with the Russian shoe chain Zenden, which was ready to contribute 3 billion rubles. Zenden owner Andrei Pavlov confirmed that he had performed due diligence, but did not comment on the amount of possible investments. The deal did not take place because, according to him, the company has too many shareholders who could not come to common decisions. “It’s impossible to completely solve the company's problems, the point of no return for rescue was passed too long ago,” Pavlov says.

In November 2015, according to Khachatryan, Gurevich, Vernimont and Palikhat met on behalf of TsentrObuvi with creditors, in particular Gazprombank. Palikhata said that he was "only an observer." Khachatryan also insists that after the assignment of Gurevich's share to Vernimont in TsentrObuv, the board of directors was replaced and now he and Lomakin have no representatives on the board. Also, without their consent, the accounts were transferred to another bank and the appointment of a new general director Leonid Venzhik, who, according to Khachatryan, is a childhood friend of Palikhata.

What is known about Dmitry Vernimont

According to the magazine "Profile", Vernimont was born in 1963, graduated from the Plekhanov Russian Academy of Economics and the Institute of Finance. From 1997 to 1999, he served as Adviser to the CEO at Gazprom's subsidiary Gazkomplektimpex.

In 1999, he was appointed advisor to the Minister of Taxes and Levies, Alexander Pochinok. As the magazine reported, Vernimont's responsibilities included interaction with enterprises of the fuel and energy complex on issues of payments to the federal budget.

The SPARK system contains information about the full namesake of Vernimont, who owns 100% of Evolution Music Production LLC, whose main activity is the publication of magazines and sound recordings.

So far, the remaining major shareholders do not make any predictions about the future of the company, or about their further participation in it. “We work according to the actual weather. Communication with banks is constantly maintained, but we have not actually had access to information about the company since October 2015, ”Khachatryan said. Lomakin told RBC only that the dialogue with banks on the restructuring of loans continues.

Svetlov noted that everything that happens in the company is taking place in agreement with its creditors, he declined to comment further.

Criminal case

In May, documents were seized at the TsentrObuvi office. Since April, the Ministry of Internal Affairs has been checking the legality of the activities of the owners and management of TsentrObuv and Centro at the request of one of the largest creditors - Gazprombank. The bank suspected the company of fictitious transactions and withdrawal of funds from a credit line provided in September 2013.

At the disposal of RBC was a copy of the decree of the main investigation department of the Ministry of Internal Affairs in Moscow dated May 25, 2016 on the initiation of a criminal case under Article 159.4 of the Criminal Code against unidentified persons. The resolution states that the bank opened two credit lines with a limit of 8.6 billion rubles for the companies "Trading House" CenterObuv "and" CenterO ". By September 1, 2014, 8.2 billion rubles were transferred to the companies.

But back in the summer of 2014, as the Ministry of Internal Affairs found out, one of the Center's employees invested 4.3 billion rubles. in OOO Fullainvest, OOO Irma and OOO Nikty. Apart from the fact that it is expressly prohibited by the loan agreement, the bank was not notified of the transactions. The investigation also believes that by June 30, 2014, someone from the management of the companies withdrew 400 million rubles.

The CenterObuv group of companies, the largest in its segment both in terms of the number of stores and in terms of revenue, was established in 1992. It develops two chains - discounters "TsentrObuv" and youth shops Centro.

The company orders the bulk of goods (80 percent) from factories in China, and places 20 percent of orders in Russia. According to InfoLine-Analytics, revenue in 2015 amounted to 28.2 billion rubles, and the number of stores was 748.