FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of
Foreign Issuer
September 12, 2006
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number: 001-31232
(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
Q U A R T E R L Y R E P O R T
of Issuer of Emissive Securities
for the second quarter of 2006
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Issuer’s code |
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0 |
6 |
0 |
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5 |
- |
A |
Location: 109028, Moscow, Yauzsky Boulevard, 16/15,
office 306
Postal address: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Information contained in the present Quarterly Report is subject to disclosure in conformity with the legislation of Russian Federation relating to securities.
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Representative by power of attorney |
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/s/ R.V. Bolotovsky |
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“14” August 2006 |
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R.V. Bolotovsky |
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Chief Accountant |
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/s/ L.N. Bykovskaya |
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“14” August 2006 |
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L.N. Bykovskaya |
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(place for stamp)
Contact person: Mukhin Mikhail Mikhailovich
Legal adviser
Tel.: (095) 105-5805
(ext. 1371)
Fax: (095) 733-9736
E-mail: MuhinMM@wbd.ru
Internet page(s) displaying information contained in this quarterly report: http://www.wbd.ru/page_pid_601.aspx /
Table of contents
Introduction
Internet
page(s) displaying information contained in this quarterly report:
http://www.wbd.ru/page_pid_601.aspx
Data on Issuer’s shares.
Category: Common
Form of Shares: Registered, uncertificated
Nominal Price of One Share: 20 rubles
Quantity of Shares placed: 44 000 000
Series Number: 01
Type: interest-bearing
Category: nonconvertible bearer bonds
Form of Securities: Certificated
Nominal Price of One Security of the issue: 1000 rubles
Quantity of Securities: 1 500 000
This quarterly report contains evaluations and forecasts of the Issuer’s authorized executive bodies regarding the future events and/or actions, perspective development in the industry branch where the Issuer carries out its principal business, and the results of the Issuer’s activities, including the Issuer’s plans, probability of certain events and certain actions to be undertaken. Investors should not fully rely on the evaluations and forecasts made by the Issuer’s executive bodies, as the actual results of its activities in future might differ from those forecast due to various reasons. Acquisition of the Issuer’s securities is associated with risks described in this quarterly report.
1
Board of Directors
Chairman: David Iakobachvili
Born: 1957
Members of Issuer’s Board of Directors:
Born: 1969
Born: 1948
Born: 1968
Born: 1939
Born: 1942
Born: 1957
Born: 1934
Born: 1952
Born: 1945
Born: 1934
Individual executive body and members of collective executive body:
Chairman of the Management board
Born: 1956
2
Members of the Management Board
Born: 1961
Kuzymin Oleg Egorovich
Born: 1969
Born: 1958
Born: 1968
Born: 1951
Person performing the functions of individual executive body of the Issuer:
Tony Denis Maher
Born: 1956
INFORMATION ON RUBLE ACCOUNTS WITH BANKS AND OTHER CREDIT INSTITUTIONS OPERATING IN THE RUSSIAN FEDERATION as of June 30, 2005
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No. |
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Type of |
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Account Number |
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Name and Location of the Bank |
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1 |
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2 |
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3 |
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4 |
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1 |
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settlement |
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Settlement A/C No. 40702 810 1 00700 883 027 Correspondent A/C No. 30101810300000000202 BIC 044252202 |
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COMMERCIAL BANK CITIBANK CJSC 125047 Moscow, Gashek
Str. 8-10 |
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2 |
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settlement |
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Settlement A/C No. 40702 810 4 00000 030 108 Correspondent A/C No. 30101810900000000460 BIC 044585460 |
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COMMERCIAL BANK EXPOBANK |
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3 |
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settlement |
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Settlement A/C No. 40702 810 4 00070 027 130 Correspondent A/C No. 30101810900000000466 BIC 044525466 |
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MDM-BANK OJSC |
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4 |
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settlement |
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Settlement A/C No. 40702 810 7 00070 000 569 Correspondent A/C No. 30101810500000000219 BIC 044525219 |
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BANK OF MOSCOW OJSC |
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5 |
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settlement |
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Settlement A/C No. 40702 810 2 01500 000 016 Correspondent A/C No. 30101810200000000593 BIC 044525593 |
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ALPHA-BANK OJSC |
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6 |
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settlement |
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Settlement A/C No. 40702 810 6 38360 104 497 Correspondent A/C No. 30101810400000000225 BIC 044525225 |
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SBERBANK OF RUSSIA |
3
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7 |
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settlement |
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Settlement A/C No. 40702 810 9 38000 110 483 Correspondent A/C No. 30101 810 4 00000 000 225 BIC 044525225 |
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SBERBANK OF RUSSIA |
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8 |
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settlement |
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Settlement A/C No. 40702 810 6 00090 020 670 Correspondent A/C No. 30101810700000000187 BIC 044525187 |
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Vneshtorgbank OJSC |
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9 |
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settlement |
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Settlement A/C No. 40702 810 4 00010 544 422 Correspondent A/C No. 30101810300000000545 BIC 044525545 |
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International bank of Moscow CJSC |
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10 |
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settlement |
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Settlement A/C No. 40702 810 4 00001 401 757 Correspondent A/C No. 30101810200000000700 BIC 044525700 |
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Raiffeisenbank Austria CJSC |
1.3. Data on Issuer’s public accountant / auditor.
Name and abbreviation: Closed Joint Stock Company «Ernst and Young Vneshaudit», ZAO «Ernst and Young Vneshaudit»
Location: 115035, Moscow, Sadovnicheskaya naberegnaya, d.77, str.1
Tel.: (095) 755-97-00
Fax : (095) 755 97-01
E-mail: oksana.krupnova@ru.ey.com
Information on auditor’s license
License number: E 003246
Date of issue of license: 17.01.2003
Period of validity: up to 17.01.2008
Organization that issued the license: RF Ministry of Finance
Financial year (years) in which auditor provided independent analysis of book-keeping and accounting of the issuer: 2004 год
Factors that can influence on the independence of the auditor from the issuer: no such
Measures taken by the issuer to decrease influence of such factors: As long as there are no such factors, that can influence on the independence of the auditor from the issuer, no such measures were taken by the issuer. The internal Independence policy has being established by the auditor, including responsibility of the senior staff to disclose information on any alterations regarding the share holding of public companies owned by such persons and to confirm such share ownership quarterly.
Auditor’s selection procedure:
Presence of tender procedure regarding selection of the auditor and its conditions:
As long as there is no state ownership exceeding 25% of Company’s chartered capital and according item 2 of art. 7 of Federal law “About audit activities” on 07/08/2001 #119-ФЗ the issuer is not obliged to conduct open tender on auditors selection.
Procedure of nomination for auditor of the company and approval of it with the stockholder’s meeting: Pursuant to Federal law “About joint-stock companies” on 24/12/1995 # 208-ФЗ and Charter of WBD Foods auditor should be approved by the stockholder’s meeting, at the suggestion of the Board of directors, after the approval of the nomination of the auditor by the Audit committee of the Board of directors and Internal audit service.
Information on special audit services provided by the auditor: no such
Information on essential interests, connecting auditor (auditor’s officials) with issuer (issuer’s officials): no such
4
Information on the auditors share interest regarding the issuer: no such
Information on issuer’s loaning the auditor: no such
Information on presence of close connection between auditor and issuer and relationship of auditor’s and issuer’s senior staff: no such
Information on the officials who combine jobs by the issuer and by the auditor: no such
Auditor compensation’s determination procedure : Pursuant to the Charter of WBD Foods the amount of auditor’s compensation should by determined by the Board of directors and assigned in the audit contract. Preliminary such compensation should be approved by the Audit committee of the BOD and by Internal audit service.
Information on unpaid auditor’s compensation for provided services: no such
Name and abbreviation: Closed Joint Stock Company BDO Unicon, ZAO BDO Unicon (further Closed Joint Stock Company «BDO UniconRuf» and Closed Joint Stock Company «Unicon/MS Konsultatsionnaya gruppa»)
Location: 117545, Moscow, Varshavskoye shosse, d.125, str.1, section 11
Tel.: (095) 797-56-65
Fax.: (095) 319-59-09
E-mail: reception@bdo.ru
Information on auditor’s license
License number: E 000547
Date of issue of license: 25.06.2002 г.
Period of validity: дo 24.06.2007г.
Organization that issued the license: RF Ministry of Finance
Financial year (years) in which auditor provided independent analysis of book-keeping and accounting of the issuer: 2003, 2002
Factors that can influence on the independence of the auditor from the issuer: no such
Measures taken by the issuer to decrease influence of such factors: As long as there are no such factors, that can influence on the independence of the auditor from the issuer, no such measures were taken by the issuer. The internal Independence policy has being established by the auditor, including responsibility of the senior staff to disclose information on any alterations regarding the share holding of public companies owned by such persons and to confirm such share ownership quarterly.
Auditor’s selection procedure:
Presence of tender procedure regarding selection of the auditor and its conditions:
As long as there is no state ownership exceeding 25% of Company’s chartered capital and according item 2 of art. 7 of Federal law “About audit activities” on 07/08/2001 #119-ФЗ the issuer is not obliged to conduct open tender on auditors selection.
Procedure of nomination for auditor of the company and approval of it with the stockholder’s meeting: Pursuant to Federal law “About joint-stock companies” on 24/12/1995 # 208-ФЗ and Charter of WBD Foods auditor should be approved by the stockholder’s meeting, at the suggestion of the Board of directors, after the approval of the nomination of the auditor by the Audit committee of the Board of directors and Internal audit service.
Information on special audit services provided by the auditor: no such
Information on essential interests, connecting auditor (auditor’s officials) with issuer (issuer’s officials): no such
Information on the auditors share interest regarding the issuer: no such
Information on issuer’s loaning the auditor: no such
Information on presence of close connection between auditor and issuer and relationship of auditor’s and issuer’s
5
senior staff: no such
Information on the officials who combine jobs by the issuer and by the auditor: no such
Auditor compensation’s determination procedure : Pursuant to the Charter of WBD Foods the amount of auditor’s compensation should by determined by the Board of directors and assigned in the audit contract. Preliminary such compensation should be approved by the Audit committee of the BOD and by Internal audit service.
Information on unpaid auditor’s compensation for provided services: no such
Name and abbreviation: Limited Liability Company «Ernst and Young», OOO «Ernst and Young»
Location: 115035, Moscow, Sadovnicheskaya naberegnaya, d.77, str.1
Tel.: (095) 755-97-00
Fax : (095) 755 97-01
E-mail: oksana.krupnova@ru.ey.com
Information on auditor’s license
License number: E 002138
Date of issue of license: 30.09.2002
Period of validity: up to 30.09.2007
Organization that issued the license: RF Ministry of Finance
Financial year (years) in which auditor provided independent analysis of book-keeping and accounting of the issuer: auditor conducted audit analysis of consolidate financial statements of the issuer (GAAP) for 2004 year,
Factors that can influence on the independence of the auditor from the issuer: no such
Measures taken by the issuer to decrease influence of such factors: As long as there are no such factors, that can influence on the independence of the auditor from the issuer, no such measures were taken by the issuer. The internal Independence policy has being established by the auditor, including responsibility of the senior staff to disclose information on any alterations regarding the share holding of public companies owned by such persons and to confirm such share ownership quarterly.
Auditor’s selection procedure:
Presence of tender procedure regarding selection of the auditor and its conditions:
As long as there is no state ownership exceeding 25% of Company’s chartered capital and according item 2 of art. 7 of Federal law “About audit activities” on 07/08/2001 #119-ФЗ the issuer is not obliged to conduct open tender on auditors selection.
Procedure of nomination for auditor of the company and approval of it with the stockholder’s meeting: Pursuant to Federal law “About joint-stock companies” on 24/12/1995 # 208-ФЗ and Charter of WBD Foods auditor should be approved by the stockholder’s meeting, at the suggestion of the Board of directors, after the approval of the nomination of the auditor by the Audit committee of the Board of directors and Internal audit service.
Information on special audit services provided by the auditor: no such
Information on essential interests, connecting auditor (auditor’s officials) with issuer (issuer’s officials): no such
Information on the auditors share interest regarding the issuer: no such
Information on issuer’s loaning the auditor: no such
Information on presence of close connection between auditor and issuer and relationship of auditor’s and issuer’s senior staff: no such
Information on the officials who combine jobs by the issuer and by the auditor: no such
Auditor compensation’s determination procedure : Pursuant to the Charter of WBD Foods the amount of auditor’s compensation should by determined by the Board of directors and assigned in the audit contract. Preliminary such compensation should be approved by the Audit committee of the BOD and by Internal audit service.
6
Information on unpaid auditor’s compensation for provided services: no such
Name and abbreviation: Ernst and Young (CIS) Limited
Location: 115035, Moscow, Sadovnicheskaya naberegnaya, d.77, str.1
Tel.: (095) 755-97-00
Fax: (095) 755 97-01
E-mail: info@ru.ey.com
Information on auditor’s license:
License is not required for providing the analysis of consolidate financial statements (GAAP) of the issuer
Financial year (years) in which auditor provided independent analysis of book-keeping and accounting of the issuer: auditor provided analysis of the consolidate financial statements (GAAP) of the issuer for 2002 and 2003 years.
Factors that can influence on the independence of the auditor from the issuer: no such
Measures taken by the issuer to decrease influence of such factors: As long as there are no such factors, that can influence on the independence of the auditor from the issuer, no such measures were taken by the issuer. The internal Independence policy has being established by the auditor, including responsibility of the senior staff to disclose information on any alterations regarding the share holding of public companies owned by such persons and to confirm such share ownership quarterly.
Auditor’s selection procedure:
As long as there are no any legal requirements regarding the procedure of selection of the auditor which will provide analysis of the consolidate financial statements (GAAP) of the issuer, there is no any obligatory procedure.
Procedure of nomination for auditor of the company and approval of it with the stockholder’s meeting: Pursuant to Federal law “About joint-stock companies” on 24/12/1995 # 208-ФЗ and Charter of WBD Foods auditor should be approved by the stockholder’s meeting, at the suggestion of the Board of directors, after the approval of the nomination of the auditor by the Audit committee of the Board of directors and Internal audit service.
Information on special audit services provided by the auditor: no such
Information on essential interests, connecting auditor (auditor’s officials) with issuer (issuer’s officials): no such
Information on the auditors share interest regarding the issuer: no such
Information on issuer’s loaning the auditor: no such
Information on presence of close connection between auditor and issuer and relationship of auditor’s and issuer’s senior staff: no such
Information on the officials who combine jobs by the issuer and by the auditor: no such
Auditor compensation’s determination procedure : Pursuant to the Charter of WBD Foods the amount of auditor’s compensation should by determined by the Board of directors and assigned in the audit contract. Preliminary such compensation should be approved by the Audit committee of the BOD and by Internal audit service.
Information on unpaid auditor’s compensation for provided services: no such
The appraiser has not been employed in the accounting quarter.
Financial consultants for the purpose of the preparation and signing of the securities prospectus issue and this report were not employed.
7
In relation to other persons having signed the quarterly report and not indicated in the previous articles of this section:
Lydia
N. Bykovskaya
Tel: (095) 105 5805
Fax: (095) 105 5805
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Indicator |
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6 moths of 2006 |
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Value of issuer’s net assets, thou. rubles |
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6218781 |
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Ratio of attracted funds to capital and reserves,% |
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117.51 |
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Ratio of short-term liabilities to capital and reserves,% |
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2,00 |
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Coverage of debt service payments, rubles |
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0,10 |
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Level of overdue debt,% |
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0 |
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Receivables turnover, times |
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0,72 |
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Dividend payments as percentage of profits |
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0 |
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Labor efficiency, thou.RUR per person |
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1271,35 |
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Depreciation as percentage of earnings,% |
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0,03 |
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The issuer doesn’t have any overdue debts
The arranger of the sales at the equity market is the New York Stock Exchange (NYSE). The Issuer’s market capitalization calculated as the derivation of the number of shares expressed in ADRs, and the price of one share (ADR), amounts to:
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As of 31.12.2001 |
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RUR 699 085 000 (as of the present date the issue’s market capitalization is calculated as the equivalent |
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of the issue’ net assets value). |
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As of 31.12.2002 |
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US$17.95 x 44,000,000 = US$789,800,000 |
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As of 31.12.2003 |
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US$17.00 x 44,000,000 = US$748,000,000 |
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As of 31.12.2004 |
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US$14.31 x 44,000,000 = US$629,640,000 |
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As of 31.12.2005 |
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US$24.03 x 44,000,000 = US$1,057,320,000 |
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As of 31.03.2006 |
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US$28.36 x 44,000,000 = US$1,247,840,000 |
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As of 30.06.2006 |
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US$34.50 x 44,000,000 = US$1,518,000,000 |
The price of one share (ADR) corresponds to the price of one share (ADR) set within the recent transaction contracted as at the last date of the accounting period.
8
2.3.1 Accounts Payable, thou.rubles
Breakdown of the Issuer’s debt as of 30.06.2006.
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Type of debt |
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Payment date |
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Within one year |
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Within one year |
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Debt: |
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65374 |
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Accounts payable to suppliers and contractors, thousand RUR |
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24247 |
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Including overdue, thousand RUR |
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Sums payable to the personnel, thousand RUR |
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25804 |
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Including overdue, thousand RUR |
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Sums payable to the state budget and off-budget funds, thousand RUR |
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13476 |
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Including overdue, thousand RUR |
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Other debts |
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1847 |
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Including overdue, thousand RUR |
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Credits, thousand RUR |
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38715 |
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4061835 |
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Including overdue, thousand RUR |
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Loans, total, thousand RUR |
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7546 |
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3112355 |
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Including overdue, RUR thousand |
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Including bonded debt, thousand RUR |
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3000000 |
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Included overdue bonded debt, thousand RUR |
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Total, RUR |
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111635 |
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7174190 |
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Including overdue, RUR thousand |
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Of WBD Foods’ accounts payable as at June 30, 2006, Lianozovo Dairy OJSC accounted for 14 469 thousand rubles, or 22,13 % of total accounts payable (65374 thousand rubles).
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Type of liability |
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Name of the creditor |
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Principal |
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Term of credit |
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Overdue liabilities, including |
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Short-term credit, USD |
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Alfa-Bank OAO |
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2,920,000 |
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17.04.2003 |
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0 |
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Short-term credit, USD |
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Alfa-Bank OAO |
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974,000 |
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07.05.2003 |
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0 |
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Long-term credit, USD |
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UBS LUXEMBURG SA |
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150,000,000 |
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2008 г. |
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0 |
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Bonded debt, thousand RUR |
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Issue organizer Troyka-Dialog Investment Company ZAO, International Moscow Bank – paying agent |
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1,500,000 |
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2006 г. |
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0 |
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Short-term credit, RUR |
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Raiffeisenbank Austria ZAO |
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110 000 |
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01.06.2005 |
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0 |
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Short-term credit, RUR |
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Raiffeisenbank Austria ZAO |
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197 845 |
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30.12.2005 |
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0 |
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Bonded debt, thousand RUR |
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Raiffeisenbank Austria ZAO |
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3 000 000 |
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2010 г. |
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0 |
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9
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Agreements on |
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Date of |
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Counter-party |
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Amount of |
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Currency |
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Sum in |
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RBA/2350-nsk-1/S |
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21.03.2006 |
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Raiffeisenbank Austria ZAO |
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16 325 |
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RUR |
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16 325 |
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RBA/2350-nsk-2/S |
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17.04.2006 |
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Raiffeisenbank Austria ZAO |
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76 000 |
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RUR |
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76 000 |
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83/11-2005 |
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10.11.2005 |
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ELOPAK ZAO |
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1 134 349 |
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EUR |
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37 365 |
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84/11-2005 |
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14.11.2005 |
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ELOPAK ZAO |
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65 800 |
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EUR |
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2 110 |
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P/43 |
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14.05.2002 |
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Dairy OAO, Timashevsk |
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2 949 180 |
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EUR |
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40 558 |
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90/10 |
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01.10.2004 |
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Labinov V.V. |
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58 000 |
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USD |
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1 184 |
|
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P/45 |
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05.06.2002 |
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LMK OAO |
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2 348 476 |
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EUR |
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32 297 |
|
|
P/49 |
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28.10.2002 |
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Siberian Milk OAO |
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2 510 160 |
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EUR |
|
38 836 |
|
|
54 |
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25.03.2002 |
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Siberian Milk OAO |
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958 466 |
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EUR |
|
4 |
|
|
1895-119006-NKL/P-205 |
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10.05.2006 |
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Sberbank of Russia |
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154 000 |
|
RUR |
|
64 708 |
|
|
879 |
|
10.05.2006 |
|
Sberbank of Russia |
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223 044 |
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RUR |
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4 658 |
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Total |
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|
|
|
|
|
|
|
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272 481 |
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There are no other Issuer’s obligations.
The aim of bonds series 02 emissions is to refinance of issuer’s current activities and financing of investment program.
Company makes significant capital investments, including investments related to extension of current activity, modernization of equipment and acquisition of new entities. In order to accomplish investment program, including new entities acquisition expenditures, company spent 117,1 mln USD in 2003, 77,9 mln USD in 2004, in 2005 it’s planned to spend approximately 100 mln USD.
On acquisition of entities in Russia and CIS it was invested about 63 mln USD for the period from 2002 to 2005. WBD invests significant amounts on modernization of the acquired assets, conducts reconstruction and extension of productive capacity according to advanced standards of equipment and technology, specifically all diaries are equipped with modern weighing-and-filling and manufacturing equipment. Reconstruction of diaries and installation of new productive capacities allows to increase productions quality.
According to the strategy to produce diary products in the region where they will be consumed, regional production areas are equipped with Tetra Pak (Sweden) production lines. These lines are designed to pack milk, juices, nectars in cardboard packages, as well as yoghurts packages, curd and milk deserts, production of juices and juice containing products packed in plastic bottles.
Capital investments for the recent few years have been planned in the amount of 100 mln USD per year and will be invested in infrastructure, modernization of acquired entities, equipment of warehouses and maintenance of production capacities.
2.5. Risks associated with acquisition of placed securities (securities to be placed)
The issuer describes risks and uncertainties, that our management believes to are essential, but but these risks and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those we currently do not know or deem immaterial, could result in a decline in the price of issuer’s securities.
Due to the specifics of the Issuer’s principal business, its risks, which might lead to reduction of the securities price, are conditional, to a greater extent, on the consolidated risks of the companies controlled by the Issuer directly or indirectly.
10
For the purposes of this section the terms “Company”, “WBD Group”, “group of companies WBD”, “WBD” shall mean both the Issuer separately, and together with the companies it controls.
2.5.1. Risks Relating to Industry
The influence of the possible depression in the industry and the issuer’s proposed reaction regarding such depression and its obligations under securities:
1. The food industry’s growth potential is constrained by population growth, which has been falling in Russia, and growth in personal income. Our success depends, in part, on our ability to expand our business faster than populations are growing in the markets that we serve, or notwithstanding declines in the populations in those markets. One way to achieve that growth is to enhance our portfolio by adding products and greater production capacity in faster growing and more profitable categories. In the past, we have experienced delays in the installation of new production equipment due to internal technical integration issues as well as delays by vendors and other third-party suppliers in installing and testing new production lines. Future delays in new equipment installation could inhibit our ability to add products and expand our production capacity, cause our output volume to suffer and, consequently, have a material adverse effect on our results of operations.
2. Demand for dairy and certain beverage products depends primarily on demographic factors and consumer preferences, as well as factors relating to discretionary consumer spending, including the general condition of the economy and general levels of consumer confidence. The willingness of consumers to purchase branded food and beverage products depends, in part, on local economic conditions. In periods of economic uncertainty, consumers tend to purchase more economy brands and, to the extent that our business strategy depends on the expansion of the sales of premium brands and value-added products, our results of operations could suffer. Reduced consumption of our products in any of our key markets could reduce our turnover and profitability.
3. Although juice consumption in Russia continues to increase, our juice product sales volume decreased in 2004 and 2005 due to vigorous market competition from other domestic producers and increased activity by foreign producers. Continued and/or increased competition among juice producers in Russia may cause a continued decline in the sales volumes of our juice products, as well as affect our juice prices and profit margins and, consequently, may materially adversely affect our results of operations.
4. We also compete with other brands for shelf space in retail stores and marketing focus by our independent distributors and retailers, and our independent distributors and retailers offer other products, sometimes including their own brands, that compete directly with our products. In addition, retailers in Russia typically charge food and beverage producers, including us and our competitors, for shelf space. If independent distributors and retailers give higher priority to other brands, purchase less of, or even refuse to buy, our products, seek substantial discounts, charge unreasonable prices for shelf space, fail to offer sufficient shelf space, or devote inadequate promotional support to our brands, it could lower our turnover and reduce our competitiveness and profitability.
5. Independent distributors may export our products to countries where such products do not meet the requirements of applicable legislation. The consequent recalls of our products and the associated negative publicity may adversely affect our reputation in the Russian Federation, the CIS and abroad, and materially adversely affect our results of operations. In exporting our products, we attempt to meet the standards and requirements of applicable legislation governing the import of food products into the importing country.
6. New regulations impacting food producers in Russia could cause us to incur substantial additional compliance costs or administrative penalties which may have a material adverse effect on our business and financial results. The regulation of food production and quality has been undergoing a constant reform in the past decade and frequently changes. At the moment WBD complies with all requirements and standards, and in case of their changes and failure to comply with the new legislation, WBD will try to get necessary permissions to extend the period on matching WBD activities in accordance with new legislation.
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7. Increased domestic production by our foreign competitors could reduce our competitive advantages against them, which would have a material adverse effect on our market share and results of operations. A number of our foreign competitors, such as Danone, Parmalat, Lactalis, Campina, Ehrmann, Onken and Pascuale, have begun to invest in domestic production facilities, while others, such as Coca-Cola, have acquired domestic producers. These investments and acquisitions reduce the competitive advantages that we have over foreign competitors without domestic production capability. A continuation of this trend may result in increased competition for qualified personnel and higher labor costs, and would have a material adverse effect on our business and results of operations.
In order to minimize possible adverse effect in industry on WBD activities, WBD provides a strategy directed on the expansion of production, proposed to develop new categories of production. The aim of this strategy is to extend consumer’s demand in existing market segments and to develop new market segments. Successful completion of this strategy partially depends on ability to foresee taste and preferences of consumers and to offer production corresponding to consumer’s expectations.
Risks related to possible changes of prices on raw material and services used be the issuer in its activities and influence of these changes on the issuer’s activities and performance of its obligations under securities:
1. Rise in prices and lack of packaging and raw materials.
Our success depends, in part, on our continued ability to be an efficient producer in a highly competitive industry. If we cannot continue to control costs through productivity gains or by eliminating redundant costs resulting from acquisitions, our results of operations will suffer. In particular, price increases and shortages of packaging and raw materials could have a material adverse effect on our results of operations. For example, our results of operations may be affected by the availability and pricing of packaging materials, principally cardboard and plastic containers, and raw materials, principally raw milk and juice concentrate. We are substantially dependent upon one supplier of packaging materials, Tetra Pak, which may make us more vulnerable to changes in global supply and demand and their effect on price and availability of these materials. Additionally, weather conditions and other factors beyond our control significantly influence the price and availability of our raw materials. A number of our raw materials, such as juice concentrate and sugar, are international commodities and are subject to international price fluctuations, and we experienced significant increases in raw milk prices during 2003, 2004 and 2005.
Seasonal difference between the demand for dairy products and the supply of raw milk and the increasing prices of raw milk could result in a significant increase raw milk price. The demand for our dairy products is significantly higher during the winter months, when Russian raw milk production is at its lowest. Conversely, during the summer months we generally experience depressed demand for dairy products in many markets, while raw milk production is at its peak. If we are unable to mitigate this inverse relationship successfully, either through the purchase of raw milk during the winter at commercially competitive prices or through the use of powder milk, our production costs will increase significantly in the winter, reducing our profitability. In addition, the average weighted raw milk purchase price increased for us in ruble terms by approximately 11% in 2003, 17% in 2004 and 14% in 2005. The price increases are due, in part, to the raw milk shortages caused by the ongoing decline of dairy cattle in Russia. These increases adversely affected our dairy product profit margins in 2003, 2004 and 2005, and continued increases in raw milk prices could further reduce our profitability. The shortage of high quality raw milk, coupled with the raw milk price increases, may also limit our ability to expand our production of high margin value-added dairy products.
2. Our substantial reliance on independent retailers and independent distributors for the distribution of our products could lower our turnover and reduce our competitiveness. We sell our products either directly to retailers, including supermarkets, grocery shops and restaurants, or to independent distributors for resale to retail outlets. We expect sales to retailers and independent distributors to continue to represent a significant portion of our revenues. Our operations and distribution costs could be affected by the increasing consolidation of these entities, particularly as these customers become more sophisticated and attempt to force lower pricing and increased promotional programs. For example, in the spring of 2001, several Russian supermarket chains formed a loose alliance which publicly announced its intention not to purchase our products. Although these supermarket chains now purchase our products, they may not continue to do so, and they or other supermarket chains may attempt a
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similar consolidation of market power in the future. In addition, we expect the merger of two of Russia’s largest supermarket chains, Perekryostok and Pyatyorochka, announced in April 2006, to further strengthen the negotiating leverage of supermarket chains in their dealings with us. A number of large Western retailers, such as the Turkish retailer Ramenka, the German retailer Metro and the French retailer Auchan, have also opened stores in the Moscow region, and we expect that the presence of these retailers will increase price competition. We also compete with other brands for shelf space in retail stores and marketing focus by our independent distributors and retailers, and our independent distributors and retailers offer other products, sometimes including their own brands, that compete directly with our products. In addition, retailers in Russia typically charge food and beverage producers, including us and our competitors, for shelf space. If independent distributors and retailers give higher priority to other brands, purchase less of, or even refuse to buy, our products, seek substantial discounts, charge unreasonable prices for shelf space, fail to offer sufficient shelf space, or devote inadequate promotional support to our brands, it could lower our turnover and reduce our competitiveness and profitability.
3. Efficient advertising in conditions of advertising service price growth.
Our success also depends on our continued ability to be an effective advertiser in a market where media inflation on leading national television channels exceeded 25% in 2005. A substantial increase in the prices of any of the foregoing, which we may not be able to pass on to customers through price increases, or a protracted interruption in supply with respect to packaging or raw materials, could have a material adverse effect on our financial condition and results of operations.
4. Increasing tariffs and restructuring in the transport sector could have a materially adverse effect on our business.
Railway transportation is one of our principal means of transporting supplies and juice and water products to our facilities and customers, accounting for approximately 62% of our juice transportation expenses in 2005. Currently, the Russian government sets rail tariffs and may further increase these tariffs as it did in 2003, 2004 and 2005. Railroad tariffs increased by approximately 40%, 32% and 18% in ruble terms in 2003, 2004 and 2005. In 2003, legislation was enacted which sets out the framework for the reorganization of the Russian Railways Ministry into OAO Russian Railroads, a joint-stock company, to be followed by the eventual privatization of certain of its functions by 2007. It is currently unclear whether this reorganization and privatization will be completed in accordance with the timetable contemplated in the legislation or at all. If the privatization of Russian Railroads or other factors result in increased railway transport costs, thereby decreasing our profit margins, our results of operations could be materially adversely affected.
Alteration of factors that could not be fully included in production price, as well as frustration of packaging and raw material supply, can have an adverse effect on the financial results of the company. However, taking into consideration, the scale and diversification of business in conjunction with efficient management, the named factors could not exert sufficient influence on WBD operations and its ability to execute its obligations under placed securities.
Risks, related to possible production price changes and/or other services provided by the issuer:
Keen competition between juice and diary producers on internal and external markets, as well as distribution of production by retail and independent distributors, confines our ability to increase prices on our production. Rise of prices along with the growth of process costs and less aggressive price policy of other competitors, may lead to the decrease of demand on the issuer’s production as well as decrease of sales volume. However, WBD does not consider the fact of possible production price changes to be sufficient and influencing the company’s operations and execution of the company’s obligations under its securities because of the active work being held with the purpose of decreasing process costs: optimization of expenses and their structure.
Risks, related to political and economical situation in the country (countries) and in the whole region, where the issuer is registered as a tax payer:
· Since 1991, Russia has sought to transform itself from a one-party state with a centrally-planned economy to a democracy with a market economy. As a result of the sweeping nature of the reforms, and the failure
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of some of them, the Russian political system remains vulnerable to popular dissatisfaction, including dissatisfaction with the results of privatizations in the 1990s, as well as to demands for autonomy from particular regional and ethnic groups. Current and future changes in the government, major policy shifts or lack of consensus between various branches of the government and powerful economic groups could disrupt or reverse economic and regulatory reforms. In addition, the Russian presidential elections scheduled for 2008 could bring more volatility to the market. Any disruption or reversal of reform policies could lead to political or governmental instability or the occurrence of conflicts among powerful economic groups, which could have a material adverse effect on our business, financial condition, results of operations and prospects and the value of the shares and ADSs.
Regional peculiarities (in the regions where the main daughter companies of WBD are located), exert insufficient influence on the company’s activities, and are taken into consideration by the management of the company in the process of performing the financial and business activities.
Risks, related to possible military conflicts and declarations of state of emergency and strikes: these risks are not significant, as since WBD’s main activity is located in economically and socially stable region far from the regions where military conflicts are possible.
At the moment WBD does not have any program on proposed measures in case of adverse influence of the possible downward situation in the country, taking into consideration positive forecasts, regarding the country’s development and the development of the region as a whole. In case of certain risks related to the adverse influence of thesituation in the country and region on the company’s activity, the company can take specific measures, including crisis management aimed to mobilize the company’s activities and reduce to the maximum such adverse influence of the political situation in the country and region.
Risks related to the geographical position of the country (countries) and region, where the issuer is registered as a tax payer and/or performs its main activities, including possible natural disasters, and possible suspension of transport communications as a result of remoteness:
Russian infrastructure is in a terrible plight, as a result it can lead to the disruption of the company’s normal economic activities . A large number of infrastructure objects was put into operation as far back as the soviet period, and there have not been any investments or technical maintenance regarding these objects over the recent decade. A great part of railroads and roads are in terrible conditions as well as objects of energy industry; communication systems and housing objects. For example, the explosion and fire in May 2005, on one of Moscow electricity substation, which was put into operation in 1963, led to the electricity outage in many districts of Moscow and neighboring regions. As a result underground traffic was paralyzed at many stations, thousands of people were blocked for several hours in the tunnels. The blackout caused problems with electric transport, and as a result led to road and transport incidents and traffic jams, as well as problems with water and energy supply of offices and apartment buildings, affected mobile communication services. Exchange trade, banking activities, as well as activities of many shops and markets were suspended. Roads in Russia are in bad condition;at the same time the quality of many roads does not comply with the minimal quality requirements. The Russian government actively examines the plans on restructuring the railway systems, power networks and telephone lines. Such restructuring may lead to the rise of cost of such services. Aggravation of the condition of infrastructure objects in Russia impairs national economy and may cause the disruption of goods and services delivery , as well as the rise of operating expenses.
In case of force-majeur circumstances, including natural disasters, possible suspension of traffic , acts of terrorism an so on, WBD shall take all measures to minimize losses incurred, recover normal activity of the company, or, in exceptional circumstances, WBD may suspend the operations of the subsidiaries under force-majeur.
Risk, related to ruble exchange rate changes :
WBD activity is subject to the influence of financial risks related to the ruble exchange rate in view of using borrowed capital in foreign currency.
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Until recently, the ruble has fluctuated dramatically against the U.S. dollar, in some instances falling in value. A significant portion of our costs and expenditures, including costs of packaging, juice concentrate and certain other raw materials, as well as capital expenditures and borrowings (including our $150 million loan participation notes due 2008), are either denominated in, or closely linked to, the U.S. dollar, while substantially all of our revenues are denominated in rubles. As a result, the devaluation of the ruble against the U.S. dollar can adversely affect us by increasing our costs in ruble terms. Additionally, if the ruble declines against the U.S. dollar and price increases cannot keep pace, we could have difficulty repaying or refinancing our U.S. dollar-denominated indebtedness, including our notes. The devaluation of the ruble also results in losses in the value of ruble-denominated assets, such as ruble deposits. The decline in the value of the ruble against the U.S. dollar also reduces the U.S. dollar value of tax savings arising from the depreciation of our property, plant and equipment, since their basis for tax purposes is denominated in rubles at the time of the investment. Increased tax liability would increase total expenses.
Other financial risks
Our short-term and long-term debt agreements, including the loan agreement relating to our $150 million loan participation notes due 2008, contain covenants that impose operating and financial restrictions on us and our subsidiaries. These restrictions significantly limit, and in some cases prohibit, among other things, our and certain of our subsidiaries’ ability to incur additional debt, provide guarantees, create liens on assets or enter into business combinations. Failure to comply with these restrictions would constitute a default under our debt agreements, including the loan agreement relating to our $150 million loan participation notes due 2008, and any of our other senior debt containing cross-default provisions could become immediately due and payable, which would materially adversely affect our business, financial conditions and results of operations. In addition, some of our debt agreements contain provisions which permit our lenders to require us to repay our debt to them in the event of a deterioration in our financial condition.
Weaknesses relating to the legal system and legislation create an uncertain environment for investment and for business activity in Russia.
Russia is still developing the legal framework required to support a market economy. The following risks relating to the Russian legal system create uncertainties with respect to the legal and business decisions that we make, many of which do not exist in countries with more developed market economies:
· inconsistencies between and among, the Constitution, federal and regional laws, Presidential decrees and governmental, ministerial and local orders, decisions, resolutions and other acts;
· conflicting local, regional and federal rules and regulations;
· the lack of judicial and administrative guidance on interpreting legislation;
· the relative inexperience of judges and courts in interpreting legislation;
· lack of independent judiciary;
· a high degree of discretion on the part of governmental authorities, which could result in arbitrary actions such as suspension or termination of our licenses; and
· poorly developed bankruptcy procedures that are subject to abuse.
Furthermore, several fundamental laws have only recently become effective. The recent nature of much of Russian legislation, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the Russian legal system in ways that may not always coincide with market developments place the enforceability and underlying constitutionality of laws in doubt and results in ambiguities, inconsistencies and anomalies. In addition, Russian legislation often contemplates implementing regulations that have not yet been promulgated, leaving substantial gaps in the regulatory infrastructure. All of these weaknesses could affect our ability to enforce our rights under our permits and under our contracts, or to defend ourselves against claims by others. We cannot assure you that regulators, judicial authorities or third parties will not challenge our internal procedures and by-laws or our compliance with applicable laws, decrees and regulations.
Risks relating to the Issuer’s Business, that can influence Issuer’s financial and economic activities are immaterial.
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Risks relating to judicial disputes, in which issuer took part:
WBD is not a subject to any judicial disputes, which could affect WBD activities significantly. In the judgment of administration, there are no any possible judicial disputes or claims, that can significantly affect on WBD activities or financial condition of the issuer.
Risks relating to impossibility to extend license period:
These risks are immaterial, as since WBD have all appropriate licenses, that in long term protect its immaterial goods.
At the same time WBD could not be able to protect its immaterial goods properly, and it may affect adversely on the company’s financial condition and hinder the growth of the company. Taking into consideration the importance of firm-names, company took measures to protect its immaterial goods, including registration of trade mark “WBD”. But these measures may be insufficient, company’s immaterial goods rights may be broken and taken for the third party’s own. Besides there are less possibilities to protect immaterial goods in Russia and CIS countries (the places of company’s principal activities) in comparison with countries of Western Europe and North America. In case WBD failed to protect its immaterial goods, it will affect adversely on financial conditions and on possible growth of economic activity.
Inability to protect some of our firm-names and images, apply for registration of which had been taken into consideration, could affect adversely on WBD sales and bring to rise of expenses on advertising and lead to ill-influence on the company’s financial condition. In case of refusal of firm-names registration as a trade mark, WBD will not be able to support the proper protection of these firm-names or images and to prohibit the use of them by the third parties, it’ll decrease benefits of advertisements where such firm-names and images are used. This can influence adversely on our sales, because we are using these firm-names in our production, and it can make us to develop new sales program and cause rise of advertising expenses and influence our financial results adversely.
Risks relating to possible liability of the issuer under the third parties obligations? Including obligations of its subsidiaries:
Russian civil code as well as corporative law determines that shareholders of Russian joint-stock company do not bear any responsibility under the company’s debts and bear only risks of loss of their investments within the limits of their shares. At the same time, there is exception to the rule, when the mother company has a right to give obligatory instructions to its subsidiaries, including contractual relations. Under certain conditions, mother company could bear joint responsibility under deals arranged by its subsidiary in pursuance of such obligatory instruction. Besides, mother company bears vicarious responsibility under the obligations of its subsidiaries in case of subsidiary’s bankruptcy due to mother company’s activities. Accordingly, risks of responsibility of the issuer under obligations of its subsidiaries couldn’t be excepted, because issuer directly or indirectly owns 50% and more percents of charter capital of its subsidiaries and is a mother company. Assignment of responsibility that could be vicarious in case of bankruptcy of the issuer’s subsidiary or joint regarding contractual relations in pursuance of execution by the subsidiary obligatory instructions of mother company, could affect on issuer’s activities adversely.
Risks relating with loss of consumers that purchase production on the sum that is not less then 10% of total revenue should be considered as insignificant.
Various risks factors relating to issuer’s activity:
1. The failure of our geographic expansion strategy could hamper our continued growth and profitability.
Our expansion strategy depends, in part, on funding growth in additional markets, on our ability to identify attractive opportunities in markets that will grow and on our ability to manage the operations of acquired or newly established businesses. Should growth decline in our existing markets, not increase as anticipated in markets in which we have recently acquired or established businesses, or not increase in markets into which we subsequently expand, our geographic expansion strategy may not be successful and our business and profitability may suffer.
Our growth strategy relies on acquisitions and establishing new businesses, and our future growth, results of operations and market share would be adversely affected if we fail to identify suitable targets, outbid competing bidders or finance acquisitions on acceptable terms.
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Our strategy depends on us being a large manufacturer in the dairy and juice sectors so that we can benefit from economies of scale, better satisfy customer needs and compete effectively against other producers. Our growth will suffer if we are unable to implement our acquisition strategy, whether because we fail to identify suitable targets, outbid competing bidders or finance acquisitions on acceptable terms or for any other reason. Furthermore, any acquisitions or similar arrangements may harm our business if we are unsuccessful in our integration process or fail to achieve the synergies and savings we expect.
2. The integration of our businesses, as well as of any businesses we may acquire in the future, requires significant time and effort from our senior management, who are also responsible for managing our existing operations. Integration of our businesses may be difficult, as our culture may differ from the cultures of the businesses we acquire or consolidate, unpopular cost cutting measures may be required and control over cash flows may be difficult to establish. Any difficulties encountered in the transition and integration process could have a material adverse effect on our results of operations.
3. Our management information system may be inadequate to support our future growth
Our management information system is less developed in certain respects than those of food producers in more developed markets and may not provide our management with as much or as accurate information as those in more developed markets. In addition, we may encounter difficulties in the ongoing process of implementing and enhancing our management information system.
4. Difficulty in obtaining adequate managerial and operational resources may restrict our ability to expand our operations successfully.
We have experienced rapid growth and development in a relatively short period of time. Management of such growth has required significant managerial and operational resources and is likely to continue to do so. Our future operating results depend, in significant part, upon the continued contributions of a limited number of our key senior management and technical personnel.
We will need to continue to improve our operational and financial systems and managerial controls and procedures to keep pace with our growth. We will also have to maintain close coordination among our logistical, technical, accounting, finance, marketing and sales personnel. Management of growth will require, among other things:
· the ability to integrate new acquisitions into our operations;
· continued development of financial and management systems controls and information technology systems;
· implementation of adequate internal control over financial reporting and disclosure controls and procedures;
· increased marketing activities;
· hiring and training of new personnel; and
· coordination among our logistical, technical, accounting, finance, marketing and sales personnel.
Our success will depend, in part, on our ability to continue to attract, retain and motivate qualified personnel. Competition in Russia, and in the other countries where we operate, for personnel with relevant expertise is intense, due to the limited number of qualified individuals. Although we attempt to structure our compensation packages in a manner consistent with evolving standards of the Russian labor market, we are not insured against damage that may be incurred in case of the loss or dismissal of our key personnel. Departures of senior management may be disruptive to our business and our success will depend, in part, on continuity in our senior management team.
5. Issuer’s operations are based on stable functioning of communication systems and software, used in operations of issuer and subsidiaries. Thus, malfunction in functioning of any of such components could entail certain problems in issuer’s operations.
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III DETAILED INFORMATION ON THE ISSUER
Limited liability Company “Wimm-Bill-Dann Foods”
WBD Foods
Introduced: April 16, 2001
Reasons for entity type changes: according to the shareholders general meeting decision on reorganization of Limited liability Company “Wimm-Bill-Dann Foods” by means of transformation in open joint-stock company (proxy of shareholders general meeting on March 23, 2001 #23-04)
The present name introduced: May 31, 2001
In case such proprietary name or abbreviated name of the issuer is similar to proprietary name or abbreviated name of another entity, the issuer should name such entity and give its comments on how they should be identified:
As far as we know our proprietary name or abbreviated name is not similar to proprietary name or abbreviated name of any other entities.
In case the proprietary name of the issuer was registered as a trade mark or service mark, issuer should provide information on such registration.
Proprietary name of the issuer was registered as “Wimm-Bill-Dann” trade mark in different modifications.
Trade mark: Wimm-Bill-Dann
Date of registration: 25.05.1994
Number of registration’s certificate: 117667
Registration’s period of validity: 24.09.2012
Trade mark: Wimm-Bill-Dann and image of small animal with brush
Date of registration: 25.05.1994
Number of registration’s certificate: 117698
Registration’s period of validity: 24.09.2012
Trade mark: WIMM-BILL-DANN is what you want
Date of registration: 28.04.1995
Number of registration’s certificate: 125261
Registration’s period of validity: 31.08.2013
Trade mark: WIMM-BILL-DANN is what you want and image of small animal and oranges
Date of registration: 10.05.1995г.
Number of registration’s certificate: 125307
Registration’s period of validity: 08.02.2014г.
Trade mark: WIMM-BILL-DANN is what you want
Date of registration: 19.05.2000
Number of registration’s certificate: 188686
Registration’s period of validity: 10.11.2008
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Trade mark: Wimm-Bill-Dann
Date of registration: 31.08.2000
Number of registration’s certificate: 193409
Registration’s period of validity: 10.11.2008
Trade mark: WIMM-BILL-DANN is what you want
Date of registration: 17.01.2003
Number of registration’s certificate: 235617
Registration’s period of validity: 24.08.2011
Trade mark: WIMM-BILL-DANN is what you want
Date of registration: 05.03.2003
Number of registration’s certificate: 237746
Registration’s period of validity: 24.08.2011
Trade mark: Bio Max + Вимм-Билль-Данн (of red font in circle)
Date of registration: 23.04.2003
Number of registration’s certificate: 244489
Registration’s period of validity: 27.04.2011
Trade mark: WIMM-BILL-DANN is what you want
Date of registration: 18.07.2003г.
Number of registration’s certificate: 251933
Registration’s period of validity: 24.08.2011
Trade mark: Вимм-Билль-Данн
Date of registration: 08.12.2004
Number of registration’s certificate: 279887
Registration’s period of validity: 19.03.2014
Trade mark: ВИММ-БИЛЛЬ-ДАНН то, что ты хочешь
Date of registration: 15.03.2005г.
Number of registration’s certificate: 284154
Registration’s period of validity: 11.12.2013
Trade mark: продукт компании «Вимм-Билль-Данн»
Date of registration: 25.03.2005г.
Number of registration’s certificate: 285116
Registration’s period of validity: 10.03.2014
Issuer’s state registration date: May 31, 2001
State registration certificate No. (Or other document verifying Issuer’s state registration) P-15968.16
OGRN 1037700236738
3.1.3. Data on Issuer’s establishment and development.
Term of Issuer’s existence: since 31.05.2003
Issuer is established for an indefinite term
Open Joint-Stock Company “Wimm-Bill-Dann Foods” (hereinafter referred to as the Issuer or the Company) was registered on May 31, 2001. The purpose of its creation was to consolidate several production and trading companies, whose shares had been privately owned by a group of persons and were transferred to the Company by including them in authorized capital during its creation in 2001. Control over and management of the WBD Group
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are the Issuer’s principal areas of activity. In keeping with Article 4 of the Issuer’s Charter, “The main purpose of the Company is to fully satisfy the demand of legal entities and private persons in products (works, services), produced (performed, provided) in accordance with its charter activity, and to receive profits. On February 14, 2002, OJSC Wimm-Bill-Dann Foods completed the public issue of and registered common shares represented by American depositary receipts (ADR) at the New York Stock Exchange under the “WBD” symbol. Each ADR represents one basic common share of the Company.
The story of WBD Group began in 1992, when the first company owned by a group of persons rented a production line at the Lianozovo Dairy and purchased the first lot of juice concentrates and packaging materials. November 25, 1992 WBD Group produced its first pack of juice under the Wimm-Bill-Dann brand. This name had been chosen in order to attract consumers, who at that point preferred imported products due to their novelty to the market, and also because of the prevailing belief in the higher quality of imported goods. From the very first appearance on the market the name Wimm-Bill-Dann turned into a brand, known to and popular among the majority of Russian consumers.
Location: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Tel.: (095) 105-5805
Fax: (095) 733-9736
E-mail: MuhinMM@wbd.ru
Internet page(s) displaying information contained in this quarterly report: www.wbd.ru
Full title: Moscow affiliate of Open Joint-Stock Company “Wimm-Bill-Dann Foods”;
Brief title: Moscow affiliate of WBD Foods OJSC
Location of the representative office: 127591, Russia, Moscow, Dmitrovskoe Street, 108, office 3
The representative office head: Novikov Dmitry Nikolaevich
The term of authority: 16.06.06 – 16.06.09
Full title: Baby Food affiliate of Open Joint-Stock Company “Wimm-Bill-Dann Foods” in Moscow;
Brief title: Baby Food affiliate of WBD Foods OJSC.
Location of the representative office: 127591, Russia, Moscow, Dmitrovskoe Street, 108, build. 3, office 704
The representative office head: Ryazantsev Alexandr Olegovich
The term of authority:16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Nizhniy Novgorod,
Brief title: Nizhniy Novgorod affiliate of WBD Foods OJSC
Location of the representative office: 603309, Russia, Nizhegorodskiy region, Nizhniy Novgorod, Larina street 19, office 202
The representative office head: Slezko Oleg Mikhailovich
The term of authority: 16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Timashevsk,
Brief title: Timashevsk affiliate of WBD Foods OJSC.
Location of the representative office: 352700, Russia, Krasnodar region, Timashevsk, Gybridnaya street 2, office 1
The representative office head: Bondarev Sergey Ivanovich
The term of authority: 16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Volgograd,
Brief title: Volgograd affiliate of WBD Foods OJSC
Location of the representative office: 400120, Russia, Volgograd region, Volgograd, Avtotransportnaya street, 43
The representative office head: Kovalev Denis Fedorovich
The term of authority: 16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Krasnodar,
Brief title: Krasnodar affiliate of WBD Foods OJSC.
Location of the representative office: 350000, Russia, Krasnodar region, Krasnodar, Vasnetsov street 39, office 39
The representative office head: Rubtsov Dmitry Evgenevich
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The term of authority: 16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Rostov-on-Don
Brief title: Rostov-on-Don affiliate of WBD Foods OJSC.
Location of the representative office: 344090, Russia, Rostov region, Rostov-on-Don, Dovator street, 150
The representative office head: Bass Konstantin Borisovich
The term of authority:16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in St.-Petersburg
Brief title: St.-Petersburg affiliate of WBD Foods OJSC
Location of the representative office: 194292, Russia, St.-Petersburg, production zone «Parnas», 6-th Verkhniy lane 1, office 317
The representative office head: Kotsegubov Aleksey Vladimirovich
The term of authority: 16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Ufa
Brief title: Ufa affiliate of WBD Foods OJSC
Location of the representative office: 450038, Russia, republic of Bashkortostan, Ufa, International st., 129/3
The representative office head: Kizko Petr Alexandrovich
The term of authority: 16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Yekaterinburg
Brief title: Yekaterinburg affiliate of WBD Foods OJSC
Location of the representative office: 620055, Russia, Sverdlovsk region, Ekaterinburg, Krasnoarmeyskaya st., 76
The representative office head: Okovity Evgeny Gennadievich
The term of authority: 16.06.06 – 16.06.09
Full title: Open Joint-Stock Company “Wimm-Bill-Dann Foods” affiliate in Vladivostok
Brief title: Vladivostok affiliate of WBD Foods OJSC
Location of the representative office: 690087, Russia, Primorsky region, Vladivostok, Strelochnaya st., 19, office 18
The representative office head: Palagin Alexander Vyacheslavovich
The term of authority: 16.06.06 – 16.06.09
OKWED Codes:
3.2.2. Issuer’s primary activity
The Company has the following main types of activity:
· Sale of services in respect of granting use of trademarks under license agreements;
· Sale of consulting services;
· Others.
21
The sales volume of WBD Foods for the 6 months of 2006 is presented in the following table:
6 months of 2006
|
№ |
|
Income |
|
TOTAL, thou. rubles |
|
Share of total |
|
|
1 |
|
Sales income, exclusive of VAT |
|
366150 |
|
100,00 |
|
|
1.1. |
|
including: sale of services in respect of granting use of trademarks |
|
344928 |
|
94,20 |
|
|
1.2. |
|
sale of management consulting services |
|
16224 |
|
4,43 |
|
|
1.3. |
|
software implementation services |
|
1682 |
|
0,46 |
|
|
1.4. |
|
Leasing of property |
|
3054 |
|
0,83 |
|
|
1.5. |
|
other |
|
262 |
|
0,08 |
|
See also section 3.2.2 of this report
Cost Price of Services Rendered, thou. rubles
|
№ |
|
Expense |
|
2005 |
|
6 months of 2006 |
|
|
1 |
|
Goods |
|
104 |
|
60 |
|
|
2 |
|
Depreciation of fixed assets |
|
6050 |
|
3024 |
|
|
3 |
|
Depreciation of intangible assets |
|
1221 |
|
528 |
|
|
4 |
|
Travel expenses |
|
1179 |
|
3924 |
|
|
5 |
|
Wages and salaries with deductions |
|
1106 |
|
5116 |
|
|
6 |
|
Forthcoming leave reserve |
|
|
|
228 |
|
|
7 |
|
Hospitality costs |
|
28 |
|
75 |
|
|
8 |
|
Informational and consulting services |
|
398 |
|
236 |
|
|
9 |
|
Communication services |
|
|
|
92 |
|
|
10 |
|
Others |
|
|
|
53 |
|
|
|
|
TOTAL |
|
10086 |
|
13336 |
|
Issuer’s Administrative Expenses, thou. rubles
|
Expense item |
|
2005 |
|
6 months 2006 |
|
|
auxiliary materials |
|
1 942 |
|
1220 |
|
|
equipment |
|
2 |
|
|
|
|
Routine repairs of buildings and structures |
|
251 |
|
235 |
|
|
Routine repairs of machinery and equipment |
|
8 |
|
|
|
|
Expenses associated with vehicles operations |
|
1 736 |
|
1687 |
|
|
Office equipment maintenance and repair |
|
3 119 |
|
1944 |
|
|
Salaries |
|
245 094 |
|
141128 |
|
|
Other personnel expenses |
|
49 566 |
|
31403 |
|
|
Reserves for upcoming leaves |
|
24 073 |
|
11927 |
|
|
Payment for initial 2 days of incapacity |
|
289 |
|
219 |
|
|
Social insurance |
|
3 358 |
|
2160 |
|
|
Pension insurance |
|
14 725 |
|
11251 |
|
|
Allocations to the Pension fund |
|
10 883 |
|
6810 |
|
|
Obligatory medical insurance |
|
3 110 |
|
2479 |
|
|
Accident insurance |
|
574 |
|
314 |
|
|
Social allocations from the sum payable for the initial 2 days of incapacity |
|
23 |
|
16 |
|
|
Fixed assets depreciation |
|
4 814 |
|
2628 |
|
|
Intangible assets depreciation |
|
5 066 |
|
2400 |
|
|
Office lease |
|
145 340 |
|
73139 |
|
|
Other facilities lease |
|
9 200 |
|
5721 |
|
|
Entertainment expenses |
|
5 625 |
|
2213 |
|
|
Business trip expenses within standard |
|
8 519 |
|
9812 |
|
|
Business trip expenses exceeding standard |
|
2 531 |
|
580 |
|
|
Organization management expenses (BoD) |
|
2 160 |
|
785 |
|
|
Communication services |
|
7 308 |
|
3659 |
|
|
Information and computing services |
|
11 613 |
|
7889 |
|
|
Advertising |
|
9 098 |
|
4073 |
|
|
Audit services |
|
22 906 |
|
9484 |
|
|
Personnel training |
|
1 243 |
|
347 |
|
|
Subscription |
|
553 |
|
170 |
|
|
Notary and legal fees |
|
15 445 |
|
8971 |
|
|
Medical insurance of the personnel |
|
2 505 |
|
1338 |
|
|
Other information and consulting services |
|
15 892 |
|
7991 |
|
|
Documents drawing up |
|
98 |
|
45 |
|
|
Recruitment services |
|
1 208 |
|
254 |
|
|
Other services |
|
9 537 |
|
3054 |
|
|
Notary and legal fees exceeding standard |
|
27 |
|
28 |
|
|
Compensation for use of personal vehicles for business purposes |
|
50 |
|
25 |
|
|
TOTAL |
|
639 490 |
|
357399 |
|
22
Issuer’s major suppliers within 6 months of 2006
|
No |
|
Supplier of works, |
|
2005 |
|
6 months 2006 |
|
||||
|
|
|
|
|
thousands |
|
% |
|
thousands |
|
% |
|
|
1 |
|
Lianozovo Dairy PJSC |
|
170 546 |
|
24.91 |
|
87 438 |
|
37.08 |
|
|
2 |
|
Firm of attorneys “Kuznetskiy most” |
|
|
|
|
|
35 013 |
|
14,85 |
|
|
3 |
|
Ernst & Young LLC |
|
27 352 |
|
3,99 |
|
14 079 |
|
5.97 |
|
3.2.5. Markets for products (works, services) of the Issuer
Wimm-Bill-Dann Foods Open Joint-Stock Company provides consultation services, as well as grants rights to use trademarks it owns through conclusion of license agreement both in the territory of the Russian Federation and in CIS countries: Kirgyzstan and Ukraine.
Through license agreements, the Issuer grants the right to use:
· trademarks owned by it;
· the RAT and LIASOFT computer programs.
The volume of services rendered by WBD Foods in the 9 months of 2005 is presented by region in the following tables:
6 months 2006
|
№ |
|
Country |
|
Volume of services |
|
% of total volume of |
|
|
1 |
|
Russia |
|
359 578 |
|
98,20 |
|
|
2 |
|
CIS countries, total: |
|
6 538 |
|
1,79 |
|
|
|
|
including: |
|
|
|
|
|
|
2.1. |
|
Kyrgyzstan |
|
45 |
|
0,01 |
|
|
2.2. |
|
Ukraine |
|
6 432 |
|
1,76 |
|
|
3. |
|
Orhers |
|
61 |
|
0,02 |
|
|
|
|
TOTAL |
|
34 |
|
0,01 |
|
23
3.2.6. Data on Issuer’s licences held
Issuer holds no licenses.
3.2.7. Data on Issuer’s joint operation
None during reporting period.
3.2.8. Additional requirements to investment funds and insurance companies acting as an issuer
Not applicable.
3.2.9. Additional requirements to issuers, whose main type of activities is extraction of minerals
Not applicable.
3.2.10. Additional requirements to issuers, whose main type of activities is communication services
Not applicable.
3.3. Plans of the Issuer’s Future Activities.
We aim to retain our position as a leading nationwide producer of quality food and beverage products and to expand our production and sales in order to attain higher revenues, cash flow and earnings. To achieve these objectives, we use the following strategies:
· Expand our geographic reach and production capacity.
· Improve operating efficiencies and reduce costs.
· Brand building and innovation.
· Strengthen human resource capability.
Expand our geographic reach and production capacity. Since 2000, we have acquired production units in various regions of Russia and the CIS. By establishing large production facilities in regions with high population density and available raw materials, we have been able to avoid high transportation costs and take advantage of lower cost labor and milk resources, which can be cheaper in the regions than in Moscow. While we believe that we have achieved national reach and anticipate fewer acquisitions in the future, the fragmented nature of the dairy industry in Russia and the CIS will continue to give rise to opportunities for strategic acquisitions, constructing new capacity and attracting new customers. In turn, we expect these combined factors, along with the geographic expansion of our distribution network, to bring about an increase in our geographic coverage. We intend to continue to implement this strategy through acquisition and construction of production capacity and new equipment, including the selective acquisition of plants,
Improve operating efficiencies and reduce costs. We intend to maintain the high quality of our products, reduce our costs, increase our cash flow and improve employee productivity
Brand building and innovation. In an increasingly competitive marketplace, we believe effective brand management is key to maintaining our leading positions in the market segments where we operate. We have developed key brands in specific segments into umbrella brands. This allows us to launch new products and enter new product niches with recognized and trusted brands. At the same time, we have elevated some strong local brands into regional and national brands. Maintaining long-established regional brands allows us to fit our marketing approach to specific regional tastes and leverage existing brand identities.
Strengthen human resource capability. Operating in both maturing markets, such as Moscow and St. Petersburg, and emerging markets, such as Russia’s regions and CIS markets, we are developing our human resource capability on the central group and regional levels to attract and retain skilled management with global consumer industry experience. At the same time, we believe in promoting talented people within the organization, moving people not only up the career ladder, but also into other parts of the business and other regions. In our production facilities, we have sought to make our existing employees more efficient through installation of new equipment and training.
24
The Issuer’s activity is inextricably linked and determined by the needs and requirements of its subsidiaries and dependent companies.
Name: Open Joint-Stock Company “Lianozovo Dairy”
Location: 127591, Moscow, Dmitrovskoe shosse, d.108
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 98.02%
Issuer’s share in the total amount of ordinary shares of the entity: 98.02%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Davidovsky, Oleg Leonidovich
Born: 1971
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Filatov, Vladislav Stanislavovich
Born: 1971
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Born: 1944
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Born: 1955
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
25
Person performing the functions of individual executive body of the entity:
Usikova Lyubovy Sergeevna
Born: 1955
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity (with specification of the year of birth)
The authorities of the collective executive body members have not been extended.
Name: Open Joint-Stock Company “Dairy”
Location: 353760, Timashevsk, Krasnodar Region. ul. Gibridnaya, d. 2
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 70.47%
Issuer’s share in the total amount of ordinary shares of the entity: 70.47%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Born: 1955
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Orlov, Alexander Alexandrovich
Born: 1976
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Polikarpova, Natalya Leonidovna
Born: 1974
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Person performing the functions of individual executive body of the entity:
Born: 1955
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Collective executive body is not formed
26
Name: Closed Joint-Stock Company “Production and Analytical Group Rodnik”
Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 13а
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 100%
Issuer’s share in the total amount of ordinary shares of the entity: 100%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: sale of juice products.
Members of the Board of directors of the legal entity:
The Board of directors (Supervisory Board) is not provided
Person performing the functions of individual executive body of the entity:
Styazhkin Sergey Vladimirovich
Born: 1972
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Closed Joint Stock Company “Wimm-Bill-Dann Trading Company”
Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 17
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 83.19%
Issuer’s share in the total amount of ordinary shares of the entity: 83.19%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: sale of juice products
Members of the Board of directors of the legal entity:
The Board of directors (Supervisory Board) is not provided
Person performing the functions of individual executive body of the entity:
Born: 1980
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Collective executive body is not formed
Name: Limited Liability Company “Annino Milk”
Location: Russia, Voronezh Obalast, rabochii poselok Anna, ul. Sevastopolskaya, d. 4
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 78.56%
Share of this legal entity in the Issuer’s charter capital: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
27
Members of the Board of directors of the legal entity:
The Board of directors (Supervisory Board) is not provided
Person performing the functions of individual executive body of the entity:
Nerovnyi Nikolai Nikolaevich
Year of birth: 1946
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Collective executive body is not formed
Name: Closed Joint Stock Company “Gulkevichi Creamery”
Location: 352150, Krasnodar Region, Gulkevichi, ul. Korotkova, d. 155
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 52.24%
Issuer’s share in the total amount of ordinary shares of the entity: 52.24%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Kraynov, Gennady Konstantinovich
Born: 1951
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Krupin, Petr Borisovich
Born: 1974
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Born: no data
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Person performing the functions of individual executive body of the entity:
Kozlikin, Hikolai Parfentyevich
Born: 1954
Share in Issuer’s Authorised Capital Stock: 0%
Share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
28
Collective executive body is not formed
Name: Open Joint Stock Company Baltic Milk Dairy
Location: Russia, St. Petersburg, promzona Parnas, 6 Verkhny pereulok, 1
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 100%
Issuer’s share in the total amount of ordinary shares of the entity: 100%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
The Board of directors (Supervisory Board) is not formed
Person performing the functions of individual executive body of the entity:
Kotsegubov Aleksey Vladimirovich
Born: 1955
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Limited Liability Company “Wimm-Bill-Dann Mineral Water”
Location: 109028, Moscow, Yauzsky Boulevard, d. 16/15
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 100%
Share of this legal entity in the Issuer’s charter capital: 0%
Description of the principal subsidiary’s activities: sale of mineral water.
Members of the Board of directors of the legal entity:
The Board of directors (Supervisory Board) is not provided
Person performing the functions of individual executive body of the entity:
Born: 1980
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Closed Joint Stock Company “Buryn Milk powder Plant”
Location: 245710, Ukraine, Sumy Region, Buryn, Konotopske shose, d. 1
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 76%
Issuer’s share in the total amount of ordinary shares of the entity: 76%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
29
Kuzmin, Oleg Egorovich
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Orlov, Alexander Sergeevich
Born: 1948
This person’s share in the Issuer’s charter capital: 3.47%
This person’s share in the total amount of Issuer’s ordinary shares: 3.47%
Voloshin, Oleg Nikolaevich
Born: 1971
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Person performing the functions of individual executive body of the entity:
Not provided by the constitutive documents of the entity
Members of collective executive body of the entity (with specification of the year of birth)
Lut Ludmila Pavlovna, (Chairman)
Born 1952
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Misevrina Olga Fedorovna
Born 1952
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Sugeyko Grigory Vasilyevich
Born 1952
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Kotsyuba Galina Ivanovna
Born 1950
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Tarasenko Olga Borisovna
Born 1961
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Name: Open Joint Stock Company “Tuimazy Milk Plant”
Location: Republic of Bashkortostan, Tuimazy, ul. Severnaya, d. 9
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 85%
Issuer’s share in the total amount of ordinary shares of the entity: 85%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
30
Kizyko Petr Aleksandrovich
Born: 1978
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Born: 1961
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Anisimov Dmitry Aleksandrovich
Born: 1971
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Kuzymin Oleg Egorovich
Born: 1969
This person’s share in the Issuer’s charter capital: no share
This person’s share in the total amount of Issuer’s ordinary shares: no share
Ibragimov Marat Galievich
Born: 1958
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Person performing the functions of individual executive body of the entity:
Dobrovolskiy Dmitriy Vladimirovich
Year of birth: 1971
Share in Issuer’s Authorised Capital Stock: no share
Share in the total amount of Issuer’s ordinary shares: no share
Members of collective executive body of the entity:
Collective executive body is not formed
Name: Open Joint-Stock Company “Vladivostok Dairy”
Location: 690087, Vladivostok, ul. Strelochnaya, d. 19
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 97.44%
Issuer’s share in the total amount of ordinary shares of the entity: 97.44%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Kutuzova, Galina Arkadyevna
31
Born: 1974
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Born: 1975
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
Person performing the functions of individual executive body of the entity:
Born: 1975
This person’s share in the Issuer’s charter capital: 0%
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Foreign entity Limited Liability Company “Vimm-Bill-Dann Toshkent”
Location: Uzbekistan Republic, 700131, Tashkent, Akmaly-Ikramovsky region, massiv Chilanzar, ul. Zargarlik, dom 26
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 100%
This entity’s share in the Issuer’s charter capital: none
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
The Board of directors has not been formed.
Person performing the functions of individual executive body of the entity:
This person’s share in the Issuer’s charter capital: 0%
Name: Open Joint-Stock Company “Kiev Dairy Plant No.3”
Location: 255500, Ukraine, Kievskaya oblast, Vishnevoe, ul. Promyshlennaya, 7
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 94.88%
Issuer’s share in the total amount of ordinary shares of the entity: 94.88%
Share of this legal entity in the Issuer’s charter capital: 0%
32
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Anisimov, Dmitriy Alexandrovich
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Orlov, Alexander Sergeevich
Born: 1948
This person’s share in the Issuer’s charter capital: 3.47%
This person’s share in the total amount of Issuer’s ordinary shares: 3.47%
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Kuzymin Oleg Egorovich
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Person performing the functions of individual executive body of the entity:
Born: 1971
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Born: 1971
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Martynenko, Igor Nikolaevich
Born: 1973
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Name: Limited Liability Company “Valday Sanctuaries”
Location: 174350, Novgorodskaya oblasty, Okulovka, ul. Centralnaya, dom 5
The grounds to consider the company a subsidiary of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 100%
This entity’s share in the Issuer’s charter capital: none
Description of the principal subsidiary’s activities: production and sale of mineral water
33
Members of the Board of directors of the legal entity:
The Board of directors has not been formed.
Person performing the functions of individual executive body of the entity:
This person’s share in the Issuer’s charter capital: 0%
Name: Open Joint Stock Company “Obninsk diary”
Location: 2490396, Russia, Kuluzhskaya oblasty, Obninsk, Kurchatova street, d.53
The grounds to consider the company a subsidiary company of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 66.33%
Issuer’s share of the ordinary shares of the subsidiary: 66.33%
This entity’s share in the Issuer’s charter capital: none
This entity’s share of the ordinary shares of the Issuer: none
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Born: 1972
This person’s share in the Issuer’s charter capital: 0%
Gorelisheva Ludmila Igorevna
Born: 1958
This person’s share in the Issuer’s charter capital: 0%
Pivikov Sergey Alexandrovich
Born: 1967
This person’s share in the Issuer’s charter capital: 0%
Born: 1945
This person’s share in the Issuer’s charter capital: 0%
Tsvetkov Alexander Valerievich
Born: 1964
This person’s share in the Issuer’s charter capital: 0%
Person performing the functions of individual executive body of the entity:
Born: 1945
This person’s share in the Issuer’s charter capital: 0%
34
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Limited liability Company “Experimental baby food plant”
Location: 307100, Russia, Kurskaya oblasty, Fatezhskiy district, Chermashnoi PST.
The grounds to consider the company a subsidiary company of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 100%
Issuer’s share of the ordinary shares of the subsidiary: 100%
This entity’s share in the Issuer’s charter capital: none
This entity’s share of the ordinary shares of the Issuer: none
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Board of directors is not provided
Person performing the functions of individual executive body of the entity:
Tsarapkin Sergey Fedorovich
Born 1978
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Limited liability Partnership “Wimm-Bill-Dann-Central Asia-Almati”
Location: 050011, Republic of Kazakhstan, Almati,Turksibskiy district, Burundayskaya street, d.93D
The grounds to consider the company a subsidiary company of the Issuer: prevailing share of the Issuer in the authorized stock of the company
Issuer’s share in the charter capital of the legal entity: 100%
Issuer’s share of the ordinary shares of the subsidiary: 100%
This entity’s share in the Issuer’s charter capital: none
This entity’s share of the ordinary shares of the Issuer: none
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Board of directors is not provided
Person performing the functions of individual executive body of the entity:
Mironov Denis Sergeyevich
Born 1978
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Collective executive body is not provided
Dependent companies
35
Name: Open Joint Stock Company “Tsaritsino Dairy”
Location: 115201, Russian Federation, Moscow, 1st Varshavsky Proezd, d. 6/10
The grounds to consider the company a dependent company of the Issuer: share of the Issuer in the authorized stock of the company exceeds 20%
Issuer’s share in the charter capital of the legal entity: 34.95%
Issuer’s share in the total amount of ordinary shares of the entity: 34.95%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Andreev, Yury Maksovich
Born: 1950
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Vlasenko, Yury Anatolyevich
Born: 1968
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Kuzymin Oleg Egorovich
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Skopinov Viktor Grigorievich
Born: 1944
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0.34%
Person performing the functions of individual executive body of the entity:
Born: 1952
This person’s share in the Issuer’s charter capital: 0%
Members of collective executive body of the entity:
Collective executive body is not formed
36
Name: Open Joint Stock Company “Children’s Dairy Products Factory”
Location: 127591, Moscow, Dmitrovskoe shosse, d. 108-A
The grounds to consider the company a dependent company of the Issuer: share of the Issuer in the authorized stock of the company exceeds 20%
Issuer’s share in the charter capital of the legal entity: 25.1%
Issuer’s share in the total amount of ordinary shares of the entity: 25.1%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Born: 1952
This person’s share in the Issuer’s charter capital: 0%
Kosulnikova, Regina Alekseevna
Born: 1968
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Orlov, Alexander Sergeevich
Born: 1948
This person’s share in the Issuer’s charter capital: 3.47%
This person’s share in the total amount of Issuer’s ordinary shares: 3.47%
Tsarapkin, Sergey Fedorovich
Born: 1978
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Yudkin, Sergey Ivanovich
Born: 1957
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Ryazantsev, Alexander Yurevich
Born: no data
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Person performing the functions of individual executive body of the entity:
Born: 1952
This person’s share in the Issuer’s charter capital: 0%
37
Collective executive body is not formed
Name: Open joint stock company “Ufamolagroprom”
Location: 450038, Ufa, Internationalnaya street, d.129-a
The grounds to consider the company a dependent company of the Issuer: share of the Issuer in the authorized stock of the company exceeds 20%
Issuer’s share in the charter capital of the legal entity: 47.7%
Issuer’s share in the total amount of ordinary shares of the entity: 47.7%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Bolotov, Aleksandr Gennadyevich
Born: 1971
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Person performing the functions of individual executive body of the entity:
This person’s share in the Issuer’s charter capital: 0%
Members of collective executive body of the entity:
This person’s share in the Issuer’s charter capital: 0%
38
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
Name: Open Joint-Stock Company “Bishkeksut”
Location: Kyrgyz Republic, Bishkek, Prospekt Chuy, d. 12А
The grounds to consider the company a dependent company of the Issuer: share of the Issuer in the authorized stock of the company exceeds 20%
Issuer’s share in the charter capital of the legal entity: 39.66%
Issuer’s share of the ordinary shares of the subsidiary: 39.66%
This entity’s share in the Issuer’s charter capital: none
This entity’s share of the ordinary shares of the Issuer: none
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Born: 1971
This person’s share in the Issuer’s charter capital: 0%
Golikov, Konstantin Sergeevich (Chairman)
Born: 1973
39
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Kuzymin Oleg Egorovich
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Person performing the functions of individual executive body of the entity:
Born: no data
This person’s share in the Issuer’s charter capital: 0%
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Open Joint-Stock Company “Nizhny Novgorod Dairy”
Location: 603309, Nizhny Novgorod, ul. Larina, d. 19
The grounds to consider the company a dependent company of the Issuer: share of the Issuer in the authorized stock of the company exceeds 20%
Issuer’s share in the charter capital of the legal entity: 44.59%
Issuer’s share in the total amount of ordinary shares of the entity: 44.59%
Share of this legal entity in the Issuer’s charter capital: 0%
Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Nechaeva, Olga Igorevna
Born: 1970
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
40
This person’s share in the Issuer’s charter capital: 0%
Iakobachvili, David
Born: 1957
This person’s share in the Issuer’s charter capital: 7.76%
This person’s share in the total amount of Issuer’s ordinary shares: 7.76%
Person performing the functions of individual executive body of the entity:
Born: 1969
This person’s share in the Issuer’s charter capital: 0%
Members of collective executive body of the entity:
Collective executive body is not provided
Name: Closed Joint Stock Company “Karasuk Milk”
Location: Russia, Novosibirskaya oblasty, Karasuk, Radischeva street, d.16
The grounds to consider the company a dependent company of the Issuer: share of the Issuer in the authorized stock of the company exceeds 20%
Issuer’s share in the charter capital of the legal entity: 37.97%
Issuer’s share of the ordinary shares of the subsidiary: 37.97%
This entity’s share in the Issuer’s charter capital: none
This entity’s share of the ordinary shares of the Issuer: none
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Born: 1956
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the Issuer’s charter capital: 5.71%
Born: 1951
This person’s share in the Issuer’s charter capital: 0%
41
Plastinin, Sergei Arkadievich
Born: 1968
This person’s share in the Issuer’s charter capital: 9.30%
This person’s share in the total amount of Issuer’s ordinary shares: 9.30%
Person performing the functions of individual executive body of the entity:
Born: 1951
This person’s share in the Issuer’s charter capital: 0%
Name: Opened Joint Stock Company “Nazarovskoe Milk”
Location: Russia, Krasnoyarsk region, Nazarovo, Arbuzova street, d.56
The grounds to consider the company a dependent company of the Issuer: share of the Issuer in the authorized stock of the company exceeds 20%
Issuer’s share in the charter capital of the legal entity: 63.53%
Issuer’s share of the ordinary shares of the subsidiary: 61.96%
This entity’s share in the Issuer’s charter capital: none
This entity’s share of the ordinary shares of the Issuer: none
Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.
Members of the Board of directors of the legal entity:
Vlasenko, Yuriy Anatolevich
Born: 1968
This person’s share in the Issuer’s charter capital: 0%
Erizhenko, Oleg Viktorovich
Born: 1969г.
This person’s share in the Issuer’s charter capital: 0%
Nemirovskiy, Alexander Isidorovich
Born:1962
This person’s share in the Issuer’s charter capital: 0%
Novoseltsev, Nikolai Fedorovich
Born: 1959
This person’s share in the Issuer’s charter capital: 0%
Krivostchapova Larisa Sergeevna
Born: 1964
This person’s share in the Issuer’s charter capital: 0%
Gandga Mikhail Karpovich
Born: 1947
This person’s share in the Issuer’s charter capital: 0%
Lenshin Dmitriy Alexandrovich
Born: 1976
This person’s share in the Issuer’s charter capital: 0%
42
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Person performing the functions of individual executive body of the entity:
Erizhenko, Oleg Viktorovich
Born: 1969г.
This person’s share in the Issuer’s charter capital: 0%
This person’s share in the total amount of Issuer’s ordinary shares: 0%
Members of collective executive body of the entity:
Collective executive body is not provided
As of 30.06.2006
|
Group of fixed assets |
|
Initial value, |
|
Accumulated depreciation, |
|
|
From 1 year to 2 years (incl.) |
|
6 |
|
6 |
|
|
Over 2 years to 3 years (incl.) |
|
52 |
|
43 |
|
|
Over 3 years to 5 years (incl.) |
|
34 355 |
|
24 845 |
|
|
Over 5 years to 7 years (incl.) |
|
6 873 |
|
3 442 |
|
|
Over 7 years to 10 years (incl.) |
|
1 517 |
|
448 |
|
|
Over 10 years to 15 years (incl.) |
|
31 |
|
7 |
|
|
Over 15 years to 20 years (incl.) |
|
3 |
|
0 |
|
|
Over 20 years to 25 years (incl.) |
|
30 |
|
16 |
|
|
With the value of less than RUR 10000 |
|
31 |
|
20 |
|
|
TOTAL |
|
42 898 |
|
28 827 |
|
No revaluation of the fixed assets in the accounting quarter was held.
|
Item |
|
6 months of 2006 |
|
|
Revenue, thousand RUR |
|
366150 |
|
|
Gross profit, thousand RUR |
|
352814 |
|
|
Retained (net) profit, thousand RUR |
|
154256 |
|
|
Return on equity, % |
|
2,51 |
|
|
Return on assets, % |
|
1,08 |
|
|
Net profit ratio, % |
|
0,42 |
|
|
Return on products, sales, % |
|
-1,24 |
|
|
Capital turnover |
|
0,06 |
|
|
Uncovered loss as of the reporting date, thousand RUR |
|
0 |
|
|
Uncovered loss as of the reporting date and balance-sheet total ratio |
|
0 |
|
|
Services, thou. rubles (excluding VAT) |
|
6 moths of 2006 |
|
|
Licensing of trademarks under license agreements |
|
344 928 |
|
|
Management consulting services |
|
16 224 |
|
|
Software implementation services |
|
1 682 |
|
|
Property lease |
|
3 054 |
|
|
other |
|
262 |
|
|
Total |
|
366 150 |
|
43
The Issuer’s primary activity is the licensing of trademarks under license agreements. Royalty earnings depend on the total value of goods sold under trademarks owned by WBD Foods. License granting revenue continues to be the most significant part of total sale revenues in the 2 first quarters of 2006. The increase is a result of higher production volumes of dairy and juice products sold under the Issuer’s trademarks.
The following indicators are given to define the Issuer’s liquidity in the appropriate accounting period:
|
Item |
|
6 months of 2006 |
|
|
Working capital, thousand RUR |
|
-3 313 434 |
|
|
Non-current assets to net worth |
|
1.53 |
|
|
Current ratio |
|
32,10 |
|
|
Quick ratio |
|
31.82 |
|
|
Debt-to-equity ratio |
|
0,46 |
|
|
Acct No. |
|
Description, thousands RUR |
|
Balance as per |
|
|
1 |
|
Authorized stock |
|
880 000 |
|
|
2 |
|
Reserve capital |
|
23250 |
|
|
3 |
|
Additional capital |
|
4958622 |
|
|
4 |
|
Retained earnings in the current year |
|
154256 |
|
|
5 |
|
Retained earnings in the previous years |
|
202653 |
|
|
6 |
|
Loss in the previous years |
|
0 |
|
|
7 |
|
Targeted financing and revenues |
|
0 |
|
|
8 |
|
Reserves for deferred expenses and payments |
|
12813 |
|
|
|
|
Total: |
|
6231594 |
|
|
|
Balance as per June 30, 2006 |
|
|||||||
|
COMPANY |
|
in thousands |
|
Quantity of |
|
Type of Securities |
|
Issuer’s share in the |
|
|
1 |
|
2 |
|
3 |
|
4 |
|
5 |
|
|
OJSC Bishkeksut |
|
32 007 |
|
1 166 480 |
|
Shares |
|
39.66 |
|
|
Kharkov Dairy OJSC |
|
556,386 |
|
1,501,225,597 |
|
shares |
|
99,94 |
|
|
Karasuk Milk CJSC |
|
4 408 |
|
350 437 |
|
Shares |
|
37,97 |
|
|
Gulkevichsky Maslozavod ZAO” |
|
9 266 |
|
1 574 |
|
Shares |
|
52.24 |
|
|
Rodnik PAG ZAO |
|
346 108 |
|
20 000 |
|
Shares |
|
100.00 |
|
|
CJSC Trading Company WBD |
|
240 206 |
|
985 |
|
Shares |
|
83.19 |
|
|
Burynsky Powdered Milk-Producing Plant OJSC |
|
54 825 |
|
13 038 478 |
|
Shares |
|
76.00 |
|
|
Vladivostok Dairy OJSC |
|
31 119 |
|
670 995 |
|
Shares |
|
97.44 |
|
|
ZDMP OJSC |
|
352,526 |
|
8,384 |
|
Shares |
|
45.10 |
|
|
Lianozovo Dairy OJSC |
|
997 379 |
|
203 048 |
|
Shares |
|
98.02 |
|
|
Nizhny Novgorod Dairy OJSC |
|
9 417 |
|
232 500 |
|
Shares |
|
44.59 |
|
|
Dairy OJSC |
|
406 891 |
|
1 254 392 |
|
Shares |
|
70.47 |
|
|
Baltic Milk dairy OJSC |
|
367 262 |
|
2 500 000 |
|
Shares |
|
100.00 |
|
|
Tuymazinsky Milk Plant OAO |
|
47 445 |
|
40 067 779 |
|
Shares |
|
85.00 |
|
|
Ufamolagroprom OJSC |
|
96 062 |
|
29 563 200 |
|
Shares |
|
47.70 |
|
|
TSMK OJSC |
|
338 952 |
|
29 415 |
|
Shares |
|
34.95 |
|
|
KGMZ No.3 OJSC |
|
276 487 |
|
206 355 896 |
|
Shares |
|
94.88 |
|
|
Valdai Sanctuaries Ltd |
|
300 269 |
|
0 |
|
Contribution
to the |
|
100.00 |
|
|
Obninsky Dairy Plant OJSC |
|
183 538 |
|
109398 |
|
Shares |
|
66,33 |
|
|
Kursk experimental baby food plant, OJSC |
|
100114 |
|
0 |
|
Contribution
to the |
|
100 |
|
|
LLC “Wimm-Bill-Dann Central Asia-Amity” |
|
50 |
|
|
|
Contribution
to the |
|
100 |
|
|
Total: |
|
5,131,417 |
|
1,796,798,558 |
|
|
|
|
|
44
|
No. |
|
Company Name |
|
Long-Term |
|
Total Loans as |
|
Amount of interest |
|
Repayment Date |
|
1 |
|
Kharkov Dairy OJSC |
|
revolving credit |
|
3,274 |
|
96 |
|
01.07.2008 |
|
2 |
|
Karasuk Milk CJSC |
|
revolving credit |
|
9698 |
|
76 |
|
31.12.2008 |
|
3 |
|
Rubtsovsk Diary CJSC |
|
revolving credit |
|
541,435 |
|
23,019 |
|
31.12.2008 |
|
4 |
|
TK Wimm-Bill-Dann CJSC |
|
revolving credit |
|
352,291 |
|
3,344 |
|
31.12.2008 |
|
5 |
|
Vimm-Bill-Dann Toshkent Ltd |
|
revolving credit |
|
73,638 |
|
410 |
|
30.06.2008 |
|
6 |
|
OJSC “Bishkeksut |
|
revolving credit |
|
0 |
|
29 |
|
30.06.2008 |
|
7 |
|
Vladivostok diary OJSC |
|
revolving credit |
|
2,238 |
|
12 |
|
31.12.2008 |
|
8 |
|
Vladivostok diary OJSC |
|
revolving credit |
|
5,370 |
|
49 |
|
31.05.2007 |
|
9 |
|
OJSC “Zavety Ilicha” |
|
revolving credit |
|
69,345 |
|
3,550 |
|
31.12.2009 |
|
10 |
|
OJSC “Kiev city diary plant #3” |
|
revolving credit |
|
0 |
|
153 |
|
01.07.2008 |
|
11 |
|
OJSC “Lianozovo diary” |
|
revolving credit |
|
1,198,758 |
|
11,686 |
|
31.12.2008 |
|
12 |
|
“Nizhegorodskiy” Diary OJSC |
|
revolving credit |
|
0 |
|
0 |
|
31.12.2008 |
|
13 |
|
“Baltic milk” diary OJSC |
|
revolving credit |
|
572,609 |
|
109 |
|
31.12.2008 |
|
14 |
|
Diary OJSC |
|
revolving credit |
|
370,800 |
|
3,456 |
|
31.12.2008 |
|
15 |
|
Novokuibyshevskmoloko OJSC |
|
revolving credit |
|
16,546 |
|
4,283 |
|
31.12.2008 |
|
16 |
|
“Za mir I trud” OJSC |
|
revolving credit |
|
49,804 |
|
389 |
|
31.12.2009 |
|
17 |
|
Siberian milk OJSC |
|
revolving credit |
|
356,467 |
|
90,448 |
|
31.12.2008 |
|
18 |
|
Trud OJSC |
|
revolving credit |
|
12,000 |
|
197 |
|
31.12.2009 |
|
19 |
|
Tuimazy diary OJSC |
|
revolving credit |
|
2,429 |
|
22 |
|
31.12.2008 |
|
20 |
|
Ufamolagroprom OJSC |
|
revolving credit |
|
64,292 |
|
469 |
|
31.12.2008 |
|
21 |
|
Tsaritsino diary OJSC |
|
revolving credit |
|
0 |
|
0 |
|
31.12.2008 |
|
22 |
|
Atamanskoe LLC |
|
revolving credit |
|
114,829 |
|
5,777 |
|
31.12.2009 |
|
23 |
|
WBD Mineral water LLC |
|
revolving credit |
|
14,713 |
|
598 |
|
31.12.2007 |
|
24 |
|
Valdai sanctuaries LLC |
|
revolving credit |
|
482,730 |
|
3,769 |
|
31.12.2008 |
|
|
|
TOTAL: |
|
|
|
4,313,266 |
|
151,940 |
|
|
|
No. |
|
Company Name |
|
Long-Term Investment Type |
|
Total Loans as per |
|
Quantity |
|
1 |
|
Fruktopak CJSC |
|
promissory note |
|
690,000 |
|
69 |
|
|
|
TOTAL: |
|
|
|
690,000 |
|
69 |
Loans granted
|
Long-term loans under revolving
|
|
Long-Term |
|
Total Loans as |
|
% Amount |
|
Repayment Date |
|
1 |
|
3 |
|
4 |
|
5 |
|
6 |
|
Fruktopak CJSC (short-term) |
|
revolving credit |
|
39,335 |
|
0 |
|
31.12.2006 |
|
Ramenskiy diary CJSC (short-term) |
|
revolving credit |
|
406,293 |
|
932 |
|
31.12.2006 |
|
Valdai sanctuaries LLC (short-term) |
|
revolving credit |
|
23,297 |
|
109 |
|
31.12.2006 |
|
Baby food experimental plant LLC |
|
revolving credit |
|
13,500 |
|
686 |
|
31.12.2006 |
|
OJSC “Zavety Ilicha” |
|
revolving credit |
|
4,500 |
|
62 |
|
31.12.2006 |
|
“Za mir I trud” OJSC |
|
revolving credit |
|
1,500 |
|
32 |
|
31.12.2006 |
|
Atamanskoe LLC |
|
revolving credit |
|
4,500 |
|
62 |
|
31.12.2006 |
|
Total |
|
|
|
492,925 |
|
1,883 |
|
|
45
Deposit balances
|
|
Investment Type |
|
Total Investments |
|
Date of grant |
|
Repayment Date |
|
|
Dated 28.12.05 |
|
deposit |
|
0 |
|
28.12.05 |
|
06.02.2006 |
|
Dated 06.02.06 |
|
deposit |
|
0 |
|
06.02.06 |
|
07.02.2006 |
|
Dated 07.02.06 |
|
deposit |
|
0 |
|
07.02.06 |
|
09.03.2006 |
|
Dated 28.12.05 |
|
deposit |
|
0 |
|
29.12.05 |
|
07.02.2006 |
|
Dated 17.03.06 |
|
deposit |
|
0 |
|
17.03.06 |
|
10.05.2006 |
|
Dated 03.04.06 |
|
deposit |
|
0 |
|
03.04.06 |
|
10.05.2006 |
|
Dated 04.04.06 |
|
deposit |
|
0 |
|
04.04.06 |
|
10.05.2006 |
|
02/01 (frame agreement) |
|
deposit |
|
0 |
|
07.02.2006 |
|
09.03.2006 |
|
No 2150 |
|
deposit |
|
0 |
|
28.12.2005 |
|
28.03.2006 |
|
No 2151 |
|
deposit |
|
0 |
|
28.12.2005 |
|
28.03.2006 |
|
No 2170 |
|
deposit |
|
0 |
|
14.04.2006 |
|
15.05.2006 |
|
No 2178 |
|
deposit |
|
0 |
|
11.05.2006 |
|
29.05.2006 |
|
No 2184 |
|
deposit |
|
0 |
|
17.05.2006 |
|
19.06.2006 |
|
No 2186 |
|
deposit |
|
0 |
|
29.05.2006 |
|
19.06.2006 |
|
No 2195 |
|
deposit |
|
200,000 |
|
27.06.2006 |
|
02.11.2006 |
|
31-007/07/68-06 |
|
deposit |
|
800,000 |
|
30.05.2006 |
|
03.07.2006 |
|
31-007/07/282 |
|
deposit |
|
0 |
|
28.12.2005 |
|
04.04.2006 |
|
31-007/07/283 |
|
deposit |
|
0 |
|
28.12.2005 |
|
04.04.2006 |
|
810/77/52 |
|
deposit |
|
300,000 |
|
29.06.2006 |
|
08.12.2006 |
|
14-D |
|
deposit |
|
0 |
|
28.12.2005 |
|
04.04.2006 |
|
46.D07/05.274 |
|
deposit |
|
0 |
|
28.12.2005 |
|
09.03.2006 |
|
05.D07/06.22 |
|
deposit |
|
0 |
|
31.01.2006 |
|
02.03.2006 |
|
317 |
|
deposit |
|
300,000 |
|
27.06.2006 |
|
04.10.2006 |
|
Total |
|
|
|
1,600,000 |
|
|
|
|
Total short-term investments of the issuer: 2 782 925 thousands RUR
46
|
No. |
|
Intangible Assets |
|
Original Cost |
|
Depreciation of |
|
Depreciated Cost |
|
|
1 |
|
Exclusive rights on trademarks |
|
23 753 |
|
5 953 |
|
17 800 |
|
|
2 |
|
Exclusive rights on automated information system RAT |
|
6 716 |
|
6 716 |
|
0 |
|
|
3 |
|
Exclusive rights on automated information system LIASOFT |
|
7 710 |
|
7 490 |
|
220 |
|
|
4 |
|
Annual report copyright |
|
625 |
|
92 |
|
533 |
|
|
5 |
|
Internal website |
|
206 |
|
23 |
|
183 |
|
|
6 |
|
Exclusive right for graphic presentation and design logo |
|
658 |
|
92 |
|
566 |
|
|
7 |
|
Others |
|
160 |
|
0 |
|
160 |
|
|
|
|
Total |
|
39 828 |
|
20 366 |
|
19 462 |
|
We invest significant financial and human resources in new product development, focusing on long-term strategic development projects that are expected to create innovative products and technologies. As of December 31, 2004, our product and technologies development departments located at Lianozovo Dairy Plant had 41 employees and our new juice product and quality department at the Ramenskiy Plant had 31 employees. These departments often cooperate with third parties such as Russian research institutions, specialized research firms and suppliers. In 2005, 2004 and 2003 we spent approximately $1.3 million, $0.6 million and $1.2 million on activities associated with new product development.
We keep track of our intellectual property and monitor the protection of our brand names and instances of copyright infringement in Russia and the CIS. The extent to which we seek protection of our trademarks outside of Russia and the CIS depends on the significance of the brand and jurisdiction concerned.
Protection of intellectual property rights is one of the key elements of the Issuer’s R&D policies.
1. Information on the creation of intellectual property within the 2 quarter of 2005
1.1. Applications for trademarks filed :
· trademarks filed within Russia – 7
trademarks filed within Ukraine – 2
· Applications for patent for industrial design filed within Russia – 1;
· International applications for patent for utility models filed – none.
47
2. Information on legal protection obtained for intellectual property
|
No |
|
Certificate |
|
Date of |
|
Country of |