Form 10-Q
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 

(MARK ONE)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD JANUARY 1, 2003 TO SEPTEMBER 30, 2003.

 

COMMISSION FILE NUMBER 0-24341

 


 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

DELAWARE   54-18652710
(STATE OF INCORPORATION)   (IRS EMPLOYER IDENTIFICATION NO.)
1343 MAIN STREET, #301    
SARASOTA, FLORIDA   34236
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)   (ZIP CODE)

 

(941) 330-1558

(REGISTRANT’S TELEPHONE NUMBER,

INCLUDING AREA CODE)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange act of 1934).  Yes  x    No  ¨

 

The number of shares outstanding of each class of the issuer’s common stock as of October 28, 2003:

 

         Common Stock ($.01 par value)

  

10,732,751 shares

 



Table of Contents

INDEX

 

    
   PAGE

PART I.

  

FINANCIAL INFORMATION

    

Item 1.

  

Financial Statements

   3
    

Consolidated Condensed Balance Sheets, September 30, 2003 (unaudited) and December 31, 2002

   3
    

Consolidated Condensed Statements of Income (unaudited) for the three and nine month periods ended September 30, 2003 and September 30, 2002

   5
    

Consolidated Condensed Statement of Changes in Stockholders’ Equity (unaudited) as of September 30, 2003

   6
    

Consolidated Condensed Statements of Cash Flows (unaudited) for the nine month periods ended September 30, 2003 and September 30, 2002

   7
    

Notes to Consolidated Condensed Financial Statements (unaudited)

   8

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   17

Item 3.

  

Quantitative and Qualitative Disclosure about Market Risk

   23

Item 4.

  

Controls and Procedures

   25

PART II.

  

OTHER INFORMATION

    

Item 2.

  

Changes in Securities and Use of Proceeds

   26

Item 6.

  

Exhibits and Reports on Form 8-K

   26

Signatures

   27

 

2


Table of Contents

PART I

FINANCIAL INFORMATION

 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

 

     September
30, 2003


   December
31, 2002


     (unaudited)     

CURRENT ASSETS

             

Cash and cash equivalents

   $ 8,316    $ 2,237

Accounts receivable, (net of allowance for doubtful accounts of $3,938 and $3,945 respectively)

     55,012      64,803

Inventories

     21,425      24,321

Prepaid expenses and other current assets

     3,905      3,314

Deferred income taxes

     548      713
    

  

TOTAL CURRENT ASSETS

   $ 89,206    $ 95,388

Intangible assets, net

     2,616      2,868

Goodwill, net

     29,542      25,323

Equipment, net

     8,082      5,910

Deferred income taxes

     1,171      924

Other assets

     306      387
    

  

TOTAL ASSETS

   $ 130,923    $ 130,800
    

  

 

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

3


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS—CONTINUED

(in thousands, except share information)

 

     September
30, 2003


    December
31, 2002


 
     (unaudited)        

LIABILITIES AND STOCKHOLDERS’ EQUITY

                

CURRENT LIABILITIES

                

Trade accounts payable

   $ 35,004     $ 53,435  

Bank overdraft facilities

     10,620       12,289  

Short term bank loans

     6,051       8,064  

Income taxes payable

     396       499  

Taxes other than income tax

     1,166       513  

Current portions of obligations under capital leases

     729       316  

Current portion of long term debt

             3,820  

Other accrued liabilities

     1,469       2,079  
    


 


TOTAL CURRENT LIABILITIES

     55,435       81,015  

Long term debt, less current maturities

     971       6,195  

Long term obligations under capital leases

     821       428  

Redeemable common stock

     —         1,781  

COMMITMENTS AND CONTINGENCIES

                

STOCKHOLDERS’ EQUITY

                

Preferred Stock ($0.01 par value, 1,000,000 shares authorized; no shares issued and outstanding)

     —         —    

Common Stock ($0.01 par value, 20,000,000 shares authorized, 10,763,734 and 6,005,263 shares issued at September 30, 2003 and December 31, 2002, respectively)

     107       60  

Additional paid-in-capital

     51,330       27,381  

Retained earnings

     24,428       15,461  

Accumulated other comprehensive loss

     (2,019 )     (1,371 )

Less Treasury Stock at cost (109,350 shares at September 30, 2003 and at December 31, 2002)

     (150 )     (150 )
    


 


TOTAL STOCKHOLDERS’ EQUITY

     73,696       41,381  

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 130,923     $ 130,800  
    


 


 

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

4


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(in thousands, except per share information)

 

     Three months ended

    Nine months ended

 
    

September
30, 2003

(unaudited)


   

September
30, 2002

(unaudited)


   

September
30, 2003

(unaudited)


   

September
30, 2002

(unaudited)


 

Net sales

   $ 104,844     $ 66,508     $ 289,435     $ 180,616  

Cost of goods sold, excluding amortization and depreciation, including excise tax

     91,358       58,080       251,850       156,785  
    


 


 


 


Gross margin, excluding amortization and depreciation

     13,486       8,428       37,585       23,831  

Selling, general and administrative expenses, excluding amortization and depreciation

     7,961       6,004       22,432       15,702  

Depreciation of equipment

     422       352       1,249       918  

Amortization of trademarks

     116       43       338       146  

Bad debt expense

     58       263       364       843  
    


 


 


 


Operating Income

     4,929       1,766       13,202       6,222  

Non operating income / (expense)

                                

Interest income

     55       28       137       82  

Interest expense

     (303 )     (375 )     (1,329 )     (981 )

Realized and un-realized foreign currency transaction gains / (losses), net

     4       (140 )     105       (429 )

Other (expense) / income, net

     (51 )     25       (143 )     30  
    


 


 


 


Income before taxes

     4,634       1,304       11,972       4,924  

Income tax expense

     1,030       287       3,005       1,185  
    


 


 


 


Net income

   $ 3,604     $ 1,017     $ 8,967     $ 3,739  
    


 


 


 


Net income per share of common stock, basic

   $ 0.34     $ 0.12     $ 0.89     $ 0.48  
    


 


 


 


Net income per share of common stock, diluted

   $ 0.34     $ 0.12     $ 0.85     $ 0.46  
    


 


 


 


 

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

5


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands)

 

     Capital Stock

                         
    

Issued

No. of Amount

Shares


   In Treasury
No. of Amount
Shares


    Additional
Paid-in-
  Capital


    Retained
Earnings


   Accumulated
Other
Comprehensive
Loss


     Total

 
                                             
                                                            

Balance at December 31, 2002

   6,005    $ 60    (73 )   $ (150 )   $ 27,381     $ 15,461    $ (1,371 )    $ 41,381  

Net income for the nine months ended September 30, 2003

                                       8,967               8,967  

Foreign currency translation adjustment

                                              (648 )      (648 )
    
  

  

 


 


 

  


  


Comprehensive income for the nine months ended September 30, 2003

                                       8,967      (648 )      8,319  

Effect of stock split June 2, 2003

   3,003      30    (36 )             (30 )                        

Redeemable common stock

                               1,781                       1,781  

Private placement issuance of Company stock

   1,350      13                    19,294                       19,307  

Stock issued for acquisitions

   88      1                    1,123                       1,124  

Stock options / warrants exercised by employees and non-employees

   309      3                    1,781                       1,784  
    
  

  

 


 


 

  


  


Balance at September 30, 2003

   10,755    $ 107    (109 )   $ (150 )   $ 51,330     $ 24,428    $ (2,019 )    $ 73,696  

 

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

6


Table of Contents

C ENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

    

Nine months

ended September
30, 2003


    Nine months
ended September
30, 2002


 

OPERATING ACTIVITIES

                

Net income

     8,967       3,739  

Adjustments to reconcile net income to net cash provided by / (used in) operating activities

                

Depreciation and amortization

     1,587       1,064  

Deferred income tax benefit / (expense)

     35       (319 )

Bad debt provisions

     364       843  

Foreign exchange losses / (gains)

     (22 )     429  

Accounts receivable

     16,825       22,402  

Inventories

     6,022       8,618  

Prepayments and other current assets

     (223 )     (747 )

Trade accounts payable

     (27,523 )     (24,810 )

Income and other taxes

     376       (359 )

Other accrued liabilities

     (1,330 )     (1,045 )
    


 


Net Cash Provided By Operating Activities

     5,078       9,815  

INVESTING ACTIVITIES

                

Purchase of equipment

     (1,467 )     (671 )

Disposal of equipment

     280       120  

Acquisition of business, net of cash acquired

     (2,581 )     (12,140 )
    


 


Net Cash Used In Investing Activities

     (3,768 )     (12,691 )

FINANCING ACTIVITIES

                

Payment of overdraft facility

     (3,440 )     1,179  

Short term borrowings

     —         965  

Payment of short term borrowings

     (2,013 )     (6,498 )

Long term borrowings

     —         5,044  

Payments of long term borrowings

     (9,480 )     (6,075 )

Payment of capital leases

     (386 )     (341 )

Net proceeds from Private Placement issuance of share

     19,307       7,534  

Net proceeds from exercise of employee and non-employee options

     1,784       752  
    


 


Net Cash (Used in) / Provided By Financing Activities

     5,772       2,560  
    


 


Effect of exchange rates on non U.S. Dollar denominated net assets

     (924 )     391  

Effect of exchange rate changes on cash and cash equivalents

     (79 )     53  

Net Increase / (Decrease) in Cash and cash equivalents

     6,079       128  

Cash and cash equivalents at beginning of period

     2,237       2,466  
    


 


Cash and cash equivalents at end of period

   $ 8,316     $ 2,594  
    


 


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES AND FINANCING ACTIVITIES

                

Common stock issued in connection with acquisition of businesses

   $ 1,124     $ 2,822  
    


 


Capital lease

   $ 1,192     $ 240  
    


 


Debt assumed in acquisition of businesses

   $ 1,771     $ 6,574  
    


 


Supplemental disclosures of cash flow information

                

Interest paid

   $ 1,329     $ 951  

Income tax paid

   $ 3,070     $ 1,476  

 

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

7


Table of Contents

CE NTRAL EUROPEAN DISTRIBUTION CORPORATION

Notes To Consolidated Condensed Financial Statements (Unaudited)

(amounts in tables expressed in thousands, except per share data)

 

1. Organization and Description of Business

 

Central European Distribution Corporation (CEDC) was organized as a Delaware Corporation in September 1997 to operate as a holding company through its sole subsidiary, Carey Agri International Poland Sp. z o.o. (Carey Agri). In 1999, CEDC formed two subsidiaries (MTC and PWW). In 2000, CEDC acquired PHA, in 2001 it acquired Astor, in 2002 it acquired Damianex, AGIS and Onufry and thus far in 2003 it has acquired Dako Galant and Panta-Hurt. In 2002, the Company formed a new subsidiary Fine Wines and Spirits (FWS). CEDC and its subsidiaries are referred to herein as the Company.

 

2. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included and the disclosures herein are adequate to make the information presented not misleading. Operating results for the nine-month period ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

 

The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

The unaudited interim financial statements should be read with reference to the consolidated financial statements and footnotes thereto included in our annual report on Form 10-K for the year ended December 31, 2002.

 

3. Comprehensive Loss

 

The Company’s equity investments are substantially all in Polish Zloty and gains or losses resulting from the restatement of these equity investments into U.S. Dollars are posted to the Comprehensive Loss Account. As a result of the depreciation of the Polish Zloty against the U.S. Dollar during the nine-month period ending September 30, 2003, the Company incurred foreign currency translation losses of $648,000 on these equity investments. This movement means that the cumulative balance on the Comprehensive Loss Account is a loss of $2,019,000 as at September 30, 2003 and this has been reflected in the Consolidated Condensed Balance Sheet and Statements of Changes in Stockholder’s Equity (unaudited). The total of the accumulated other comprehensive profit consist solely of currency exchange adjustments. No deferred tax asset has been recorded.

 

8


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes To Consolidated Condensed Financial Statements (Unaudited)

(Amounts in tables expressed in thousands, except per share data)

 

4. Earning Per Share

 

Earnings per share of common stock is calculated under the provisions of SFAS No. 128, “Earnings per Share”. The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.

 

     Three Months Ended

   Nine Months Ended

     September
30, 2003


   September
30, 2002


   September
30, 2003


   September
30, 2002


Basic:

                           

Net income

   $ 3,604    $ 1,017    $ 8,967    $ 3,739
    

  

  

  

Weighted Average shares of common stock outstanding

  

 

10,606

     8,570      9,990      7,869
    

  

  

  

Basic Earnings Per Share

   $ 0.34    $ 0.12    $ 0.90    $ 0.48
    

  

  

  

Diluted:

                           

Net Income

   $ 3,604    $ 1,017    $ 8,967    $ 3,739
    

  

  

  

Weighted Average shares of common stock outstanding

  

 

10,606

     8,570      9,990      7,869
    

  

  

  

Net effect of diluted stock options-based on the treasury
stock method

     119      179      399      176

Totals

     10,725      8,749      10,389      8,045
    

  

  

  

Diluted Earnings Per Share

   $ 0.34    $ 0.12    $ 0.86    $ 0.46
    

  

  

  

 

During the nine months ended September 30, 2003, numerous events occurred to increase the number of shares of common stock used within the earnings per share calculation. These events are briefly described below.

 

Between March 31, 2003 and April 2, 2003, the Company completed a private placement of common stock (including rights to purchase additional shares of common stock). As of September 30, 2003, all the rights had been exercised and the aggregate shares issued as a result of the private placement was 1,350,000 shares (adjusted for stock split).

 

On June 2, 2003, the Company affected a three for two stock split by means of a stock dividend. All prior share and per share amounts have been restated to reflect the stock split as if it had occurred on January 1, 2002.

 

Employee and non-employee options to purchase a total of 308,750 shares were exercised during the first nine months of 2003.

 

The Company issued shares of common stock in consideration for the acquisitions of Dako-Galant and Panta-Hurt as detailed in note 5 below.

 

Further details of these changes to equity can be found in note 14 below.

 

9


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes To Consolidated Condensed Financial Statements (Unaudited)

(Amounts in tables expressed in thousands, except per share data)

 

5. Acquisitions

 

Overview

The Company’s strategy and objectives regarding acquisitions is to acquire regionally strong alcohol distributors in order to build market share and construct a nationwide distribution network in order to attract and retain national clients and to strengthen its buying leverage. The price paid by the Company in making its acquisitions is based on earnings projections of the acquired company operating under the Company’s business model.

 

On April 22, 2002, the Company completed the acquisition of 100% of the voting stock of Damianex S.A., an alcohol distributor in south-eastern Poland. The purchase price of $9,139,880 (including expenses) consisted of $7,359,000 in cash and the issuance of 152,996 shares of common stock valued for goodwill purposes at $1,781,000 using an average of the share price before and after the transaction date. The source of the funds consisted of a long-term loan of $2,500,000 from Bank Fortis in Warsaw, Poland and $4,638,000 from a private placement of common stock (gross proceeds $8,400,000) completed by the Company on March 28, 2002.

 

The Company has made provisions for certain re-organization costs following a detailed review of Damianex’s operations. These provisions amount to approximately $248,000 and have been applied to the carrying value of goodwill.

 

Certain common stock issued in connection with the Damianex acquisition was subject to a put option, which allowed the seller to require the Company to repurchase the shares at $12.00 per share during the period between April 25, 2003 and April 29, 2003. This option was not exercised and, as the expiry date has passed, the shares have been transferred to permanent equity.

 

On April 24, 2002, the Company completed the acquisition of 100% of the voting stock of AGIS S.A., an alcohol distributor in northern Poland. The purchase price of $6,933,000 consisted of $4,762,000 (including expenses) in cash and the issuance of 172,676 shares of common stock valued for goodwill purposes at $2,171,000 using an average of the share price before and after the transaction date. The source of the funds was a long-term loan of $1,800,000 from Bank Fortis in Warsaw, Poland and $2,768,000 from a private placement offering of common stock, (gross proceeds $8,400,000) completed by the Company on March 28, 2002.

 

On October 15, 2002, the Company completed the acquisition of 96.75% of the voting stock of Onufry S.A., an alcohol distributor based in Gdansk. The purchase price was $1,945,300 consisting of $1,565,000 (including expenses) in cash and 39,503 shares of common stock valued for goodwill purposes at $380,300 using an average of the share price before and after the transaction date. The cash element was funded by a $700,000 bank loan with the balance coming from the Company’s cash reserves. In February 2003, the Company acquired the remaining 3.25% of the voting stock of Onufry for cash consideration of $50,000.

 

On April 15, 2003, the Company completed the acquisition of 100% of the voting stock of Dako-Galant Sp. z o.o., an alcohol distributor based in Szczecin. The purchase price was $1,811,000 consisting of $1,329,000 (including expenses) in cash and 20,853 shares of common stock valued at $504,600 in the contract. Of the common stock consideration, as at September 30, 2003 only 10,853 shares of common stock, valued at $262,640, had been transferred. The remaining 15,000 shares of common stock are to be issued before the end of 2003. The cash element was funded from the Company’s own cash following the private placement.

 

A condensed balance sheet for Dako-Galant as at the acquisition date was as follows:

 

Tangible fixed assets

   $ 314  

Acquired goodwill

     2,269  

Current assets

     8,004  

Current liabilities

     (8,995 )

Net assets at fair value / purchase price

   $ 1,592  

 

10


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes To Consolidated Condensed Financial Statements (Unaudited)

(Amounts in tables expressed in thousands, except per share data)

 

On September 5, 2003, the Company acquired 100% of the voting stock of Panta-Hurt Sp. z o.o. an alcohol distributor based in Minsk Mazowiecki near Warsaw. The purchase price was $2.0 million consisting of $1.4 million in cash and 29,367 shares of common stock valued within the contract at $609,308. The cash element was funded from the Company’s own cash reserves.

 

A condensed balance sheet for Panta-Hurt as at the acquisition date is as follows:

 

Tangible fixed assets

   $ 905  

Acquired goodwill

     1,489  

Current assets

     2,827  

Current liabilities

     (3,211 )

Net assets at fair value / purchase price

   $ 2,010  

 

Assuming consummation of the Damianex, AGIS, Onufry, Dako-Galant and Panta-Hurt acquisitions and the issuance of common shares as of January 1, 2002, the unaudited pro-forma consolidated operating results for the three and nine-months ended September 30, 2002 and September 30, 2003 were as follows:

 

     Three months ended

   Nine months ended

    

September

30,  2003


  

September

30,  2002


  

September

30,  2003


  

September

30,  2002


     In Thousands, except per share data

Net sales

   $ 108,300    $ 91,233    $ 315,517    $ 296,868

Net income / (loss)

     3,630      938      8,344      3,335

Net income per share data:

                           

Basic EPS

   $ 0.34    $ 0.11    $ 0.84    $ 0.41

Diluted EPS

   $ 0.34    $ 0.11    $ 0.80    $ 0.40

 

 

The unaudited pro forma financial information presented is not necessarily indicative of either the results of operations that would have occurred had Damianex, AGIS, Onufry, Dako Galant and Panta-Hurt been acquired on the dates indicated above or the future results of operations of the combined companies.

 

The movement of goodwill in 2003 can be reconciled as follows:

 

Balance as at January 1, 2003

   $ 25,323  

Change in estimate

   $ (123 )

Additional consideration paid under existing purchase agreements

   $ 584  

Net goodwill arising from purchase agreements completed in 2003

   $ 3,758  

Balance as at September 30, 2003

   $ 29,542  

 

6. Amortization of Intangible Assets

 

During the creation of the subsidiaries MTC and PWW, the Company acquired certain trademarks from the former owners of these companies. These trademarks are being amortized over their expected useful life currently estimated at 10 years.

 

The following table reflects the components of intangible assets as of:

 

     September
30, 2003


   December
31, 2002


Trademarks

   $ 4,116    $ 3,909

Less accumulated amortization

   $ 1,500    $ 1,041
    

  

Total amortized intangible assets

   $ 2,616    $ 2,868
    

  

 

11


Table of Contents

The amortization expense for the three months ended September 30, 2003 was $116,000 and for the nine months ended September 30, 2003 was $338,000. Because the trademarks are actually denominated in Polish zloty, they are subject to changes in foreign currency exchange rate. For the nine months ended September 30, 2003, the impact from exchange rates was $102,000.

 

Estimated aggregate future amortization expense for intangible assets is as follows:

 

2003

   $ 113

2004

     452

2005

     452

2006

     452

Thereafter

     1,147
    

     $ 2,616
    

 

12


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes To Consolidated Condensed Financial Statements (Unaudited)

(Amounts in tables expressed in thousands, except per share data)

 

7. Long and Short Term Debt

 

     September 30, 2003

   December 31, 2002

Total Bank Funding

             

USD

   $ —      $ 744

PLN

   $ 17,642    $ 29,624
    

  

Total debt

   $ 17,642    $ 30,368
    

  

 

These facilities are described in the financial statements as:

 

     September 30, 2003

   December 31, 2002

Overdrafts

   $ 10,620    $ 12,289

Short term debt

   $ 6,051    $ 8,064

Long term debt – Current portion

   $ —      $ 3,820

Total long term debt less current portion

   $ 971    $ 6,195
    

  

Total

   $ 17,642    $ 30,368
    

  

 

Principal repayments for the followings years


   September 30, 2003

   December 31, 2002

               

2003

   $ 16,671    $ 24,173

2004

   $ 971    $ 4,435

2005

   $ —      $ 1,760
    

  

Total

   $ 17,642    $ 30,368
    

  

 

The Company’s short term borrowing is primarily used for cash purchases from domestic vodka producers. These facilities all have one-year roll over terms though the Company has not encountered any difficulties in successfully renewing them.

 

The weighted average interest rate for the nine months ended September 30, 2003 was 7.09% and for the three months ended September 30, 2003 it was 6.28%.

 

8. Lease Obligations

 

In November 2000, the Company entered into a non-cancelable five-year operating lease for its main warehouse and office in Warsaw, which stipulated monthly payments of $130,000. In February 2003, the Company renegotiated this lease by signing a seven-year agreement starting from May 1, 2003 at a lower rent of $90,000 per month. The following is a schedule by years of the future rental payments under the non-cancelable operating lease as of September 30, 2003:

 

2003

   $ 270

2004

     1,080

2005

     1,080

2006

     1,080

2007

     1,080
    

Thereafter

     2,520
    

     $ 7,110
    

 

13


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(amounts in tables expressed in thousands except per share information)

 

8. Lease Obligations (cont’d)

 

The Company also has rental agreements for all of the regional offices and warehouse space. Monthly rentals range from approximately $1,500 to $11,670. All of the regional office and warehouse leases can be terminated by either party with two or three months prior notice. The retail shop leases have no stated expiration date, but can be terminated by either party with three months to six months prior notice.

 

During 2003, the Company continued its policy of renewing its transportation fleet by way of capital leases. The future minimum lease payments for the assets under capital lease at September 30, 2003 are as follows:

 

2003

   $ 300  

2004

     773  

2005

     601  
    


     $ 1,674  

Less interest

     (124 )
    


     $ 1,550  

 

9. Income Taxes

 

Total income tax expense varies from expected income tax expense computed at enacted Polish statutory rates (28% in 2002 and 27% in 2003) as follows:

 

    

Three months

ended

September 30,


   

Nine months

ended

September 30,


 
     2003

    2002

    2003

    2002

 

Tax at the Polish Statutory rate

   $ 1,251     $ 365     $ 3,233     $ 1,387  

Temporary differences:

                                

U.S. tax losses

     (37 )     (145 )     (56 )     (110 )

Movements in allowances for doubtful debts

     —         —         —         35  

Movement in accruals

     (129 )     26       (94 )     (86 )

Effect of foreign currency exchange rates on net deferred tax assets

     (55 )     41       (78 )     (81 )

Permanent differences and other items

     —         —         —         40  
    


 


 


 


Total income tax expense

   $ 1,030     $ 287     $ 3,005     $ 1,185  

 

Tax liabilities (including corporate income tax, Value Added Tax, social security, and other taxes) of the Company’s Polish subsidiaries may be subject to examinations by Polish tax authorities for up to five years from the end of the year in which the tax is payable. CEDC’s U.S. federal income tax returns are also subject to examination by the U.S. tax authorities. As the application of tax laws and regulations for the many types of transactions is susceptible to varying interpretations, amounts reported in the financial statements may change at a later date upon final determination by the tax authorities.

 

14


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes To Consolidated Condensed Financial Statements (Unaudited)

(Amounts in tables expressed in thousands, except per share data)

 

10. Stock Option Plans and Warrants

 

The Company has elected to follow APB 25. Under APB 25, no compensation expense is recognized when the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant.

 

The Company’s 1997 Stock Incentive Plan (“Incentive Plan”) provides for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units to directors, executives, and other employees (“employees”) of the Company and to non-employee service providers of the Company. The Incentive Plan authorizes, and the Company has reserved for future issuance, up to 1,500,000 shares of Common Stock (subject to anti-dilution adjustment in the event of a stock-split, recapitalization, or similar transaction). The Compensation Committee of the Board of Directors of the Company administers the Incentive Plan.

 

The option exercise price for stock options granted under the Incentive Plan may not be less than fair market value but in some cases may be in excess of the market price of Common Stock on the date of grant. The Company sets the stock option price based on the closing price of the Common Stock on the day before the date of grant if such price is not materially different than the opening price of the Common Stock on the date of grant. Accordingly, there is no compensation expense recorded for options granted under the Incentive Plan to employees. Stock options may be exercised up to 10 years after the date of grant except as otherwise provided in the particular stock option agreement. Payment for the shares purchased under the Incentive Plan must be in cash, which must be received by the Company prior to any shares being issued. Each option granted under the Incentive Plan shall be exercisable, in whole or in part, at any time and from time to time over a period commencing on or after the date of grant and ending upon the expiration or termination of the option, as the Compensation Committee shall determine and set forth in the award agreement relating to such option. Without limiting the foregoing, the Compensation Committee, subject to the terms and conditions of the Incentive Plan, may at its sole discretion provide that an option granted may not be exercised in whole or in part for a stated period or periods of time during which such option is outstanding.

 

Pro forma information regarding net income and earnings per share is required by Statement 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method of Statement 123. The fair value of these stock options were estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 6.69%; dividend yields of 0.0%; volatility factor of the expected market price of the Company’s common stock of 1.57; and a weighted-average expected life of the option of 3.4 years.

 

The Black-Scholes option valuation method was developed for use in the estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.

 

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. The Company’s pro forma information follows:

 

     Three Months to
September 30


   Nine Months to
September 30


     2003

   2002

   2003

   2002

Income as reported

   $ 3,604    $ 1,017    $ 8,967    $ 3,739

Pro forma net income

   $ 2,410    $ 823    $ 8,193    $ 2,965

Pro forma earnings per share: Basic

   $ 0.23    $ 0.10    $ 0.82    $ 0.38

                                          Diluted

   $ 0.22    $ 0.09    $ 0.79    $ 0.37

 

15


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes To Consolidated Condensed Financial Statements (Unaudited)

(Amounts in tables expressed in thousands, except per share data)

 

11. Commitments and Contingent Liabilities

 

The Company is involved in litigation and has claims against it for matters arising in the ordinary course of business. In the opinion of management, the outcome of these litigations will not have a material adverse effect on the Company.

 

12. Subsequent events

 

There have been no subsequent events of note since September 30, 2003.

 

The Polish government is currently considering as part of its 2004-2007 budget proposals the reduction of corporate income tax from 27% to 19% effective from January 1, 2004. While the effect of this change will be beneficial in 2004, where based on current estimates we estimate a 2004 benefit of $2-2.2 million, it also means that the deferred tax asset will also be revised downwards as the future tax rate is reduced. FAS 109 requires that we account for this change to the deferred tax assets as an when the change in tax rates is enacted. The effect of this reduction in the tax rate on the deferred tax asset is currently expected to be between $750,000 to $1 million. As of the filing date, the change in tax rate has not been enacted.

 

13. Reclassifications

 

Certain amounts in the 2002 consolidated condensed financial statements have been reclassified to be consistent with the 2003 financial statements. These reclassifications do not have a material effect on the financial statements.

 

14. Matters Affecting Equity

 

On March 31, 2003, the Company signed an agreement for the private placement of its common stock. Under this agreement 1,125,000 (post split) shares of common stock were sold to accredited investors by April 2, 2003. Under the agreement the investors had the option to acquire an additional 225,000 shares of common stock under an option with an expiry date of July 29, 2003. As at September 30, 2003, all such options had been exercised.

 

Under the Damianex purchase contract 148,000 shares of common stock were subject to a put option at $12 per share with an expiry date of April 29, 2003. Up until that date, these shares were shown as redeemable shares. The option was not exercised by April 29, 2003 and therefore the shares have been reclassified as permanent equity.

 

On June 2, 2003, the Company effected a three for two stock split by means of a stock dividend issued to shareholders of common stock of record as of May 19, 2003. This stock split was accounted for as a stock dividend. Throughout these financial statements and the notes thereto all share and per share data have been adjusted to reflect this stock split.

 

16


Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto elsewhere in this report.

 

This Form 10-Q, including, but not limited to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws.

 

The following discussion and analysis provides information which management believes is relevant to the reader’s assessment and understanding of the Company’s results of operations and financial condition and should be read in conjunction with the Consolidated Financial Statements and the notes thereto elsewhere in this report. Investors are also referred to the Risk Factors in the Company’s Form 10-K for the fiscal year ended December 31, 2002.

 

Economic Overview

 

In the nine months ended September 30, 2003, Poland saw a reduction in its inflation rate, which was reduced from 1.6% in the first nine months of 2002 to 0.8% for the nine months period ended September 30, 2003. As a consequence, core-lending (3 month WIBOR) rates have also fallen year over year, from 9.1% as at September 30, 2002 to 5.2% as at September 30, 2003. In the same nine month period, GDP was 3.7% year on year. It is expected to be around 4.2% for the full year.

 

At December 31, 2002, the zloty/U.S. Dollar exchange rate was 3.8388, whereas at September 30, 2003 it was 3.9799 a depreciation of 3.4% as opposed to an appreciation of 3.8% in the nine months ended September 30, 2002.

 

In June 2003, Poland held a referendum to confirm its intention to join the European Union with effect from May 1, 2004. As a result of EU membership products manufactured within the EU will no longer be subject to import duties, which should have a positive impact on our future results as the pricing of our imported product portfolio becomes closer to that of local product. It is important to note that joining the EU does not automatically mean that Poland will join the European Monetary Union (EMU) from May 1, 2004. This is a separate process with different admission requirements. Poland is currently forecasting joining the EMU in 2008.

 

Results of Operations

 

In order to aid understanding, we have prepared tables which segment our income statement information as presented in the financial statements into those elements which relate to operations acquired during the reporting period and those which relate to operations owned in both reporting periods. Key definitions are:

 

  Total operations 2003: the total results as stated in our financial statements for the respective periods.

 

  Base: the results for elements of the Company which were owned for the third quarter or first nine months of each reported year.

 

  Organic growth: the growth rates achieved between results from base operations as reported in the current three or nine month period versus base operations of the previous three or nine month period.

 

Readers will also find frequent references to the term cash on delivery (COD). Normal trade terms from our Polish Vodka suppliers are 60 days; however, some of these suppliers offer significant discounts if we pay for goods when delivered. The discounts offered are considerably in excess of the effective rate we would pay for 60 day term loans under our bank facilities. Thus, the Company purchases approximately 40% of all goods on cash on delivery basis.

 

17


Table of Contents

Nine months ended September 30, 2003 compared with nine months ended September 30, 2002

 

     Base
2002


    Base
2003


   

%

organic
growth
in Base


    Operations
Acquired
2002


    Operations
Acquired
2003


    Total
Operations
2003


 
     (1)     (2)     (3)     (4)     (5)     (2+4+5)  

Sales

   180,616     213,373     18.1 %   52,996     23,066     289,435  

Cost of goods sold

   156,785     184,760     17.8 %   46,832     20,258     251,850  

Margin

   23,831     28,613     20.1 %   6,164     2,808     37,585  

as a % of sales

   13.2 %   13.4 %   0.2 %   11.6 %   12.2 %   13.0 %

Selling, general & administrative costs

   15,702     16,830     7.2 %   3,912     1,690     22,432  

Depreciation of fixed assets

   918     1,018     10.9 %   174     57     1,249  

Amortization of intangibles

   146     331     126.7 %   —       7     338  

Provision for doubtful debts

   843     419     (50.3 %)   (12 )   (43 )   364  

Total operating expenses

   17,609     18,598     5.6 %   4,074     1,711     24,383  

as a % of sales

   9.7 %   8.7 %   (1.0 %)   7.7 %   7.4 %   8.4 %

Operating Income

   6,222     10,015     61.0 %   2,090     1,097     13,202  

as a % of sales

   3.4 %   4.7 %   1.3 %   3.9 %   4.8 %   4.6 %

Interest income

   82     111     35.4 %   23     3     137  

Interest expense

   (981 )   (1,101 )   12.2 %   (169 )   (59 )   (1,329 )

Foreign currency gains / (losses)

   (429 )   105     —       —       —       105  

Other income / (expense)

   30     (205 )   —       67     (5 )   (143 )

Income before tax

   4,924     8,925     812 %   2,011     1,036     11,972  

as % of sales

   2.7 %   4.2 %   1.5 %   3.8 %   4.5 %   4.1 %

Taxation

   1,185     2,313     95.2 %   592     100     3,005  

as % of profit before tax

   24.1 %   26.0 %   1.8 %   29.4 %   9.7 %   25.1 %

Net Income

   3,739     6,612     76.8 %   1,419     936     8,967  

as % of sales

   2.1 %   3.1 %   0.9 %   2.7 %   4.1 %   3.1 %

 

Net Sales and Gross Profit

 

Net sales from total operations for the nine-month period ended September 30, 2003 increased 60.2%, or $108.8 million to $289.4 million, as compared to the nine-month period ended September 30, 2002. Net sales from base operations increased by 18.1% or $32.8 million over the same period. This increase is attributable to the following factors:

 

  An increase in official case volumes of domestic vodka resulting from the excise tax reduction of October 1, 2002.

 

  The Company is continuing to take market share from weaker distributors.

 

  The higher sales of the Company’s imported brands.

 

Gross profit from total operations for the nine months ended September 30, 2003 increased 57.7% or $13.8 million to $37.6 million as compared to the nine month period ended September 30, 2002. However, total gross margins declined by 0.2% to 13.0% during the same period in the face of the larger market share of newly acquired companies in the years 2002 and 2003. Gross profits from base operations for the nine month period ended September 30, 2003, increased 20.1%, or $4.8 million as compared to the nine month period ended September 30, 2002. As a percentage of sales, gross profit from base operations for the nine months ended September 30, 2003, increased 0.2% as compared to the nine-month period ended September 30, 2002 to 13.4%. This increase can be attributed to the increase in the sales of our higher margin imported product portfolio.

 

18


Table of Contents

Operating Expenses

 

Operating expenses from total operations for the first nine months of 2003 increased by 38.5% or $6.8 million, when compared to the same period of 2002, mainly due to the inclusion of the acquired companies. Operating expenses from base operations for the first nine months of 2003 increased by 5.6%, or $1.0 million, when compared to the same period of 2002.

 

Selling, general and administrative expenses from base operations for the first nine months of 2003 increased 7.2%, or $1.1 million, when compared to the same period of 2002. The Company is committed to keeping organic growth of overheads below the organic growth rates in gross profitability. To achieve this, the Company is exerting its increased buying leverage on its key overhead suppliers. Staffing and facility costs are also under constant review so as to avoid any overlap of costs while still being able to maintain customer service.

 

Depreciation of fixed assets from base operations for the first nine months of 2003 increased 10.9%, when compared to the same period of 2002. During the first nine months of 2003, the Company brought on line a considerable part of its investment in systems upgrades, which led to these investments being depreciated. Some investment has also been made in fleet rotation.

 

Provisions for doubtful debts have declined both as a percentage of total and base operations during the first nine months of 2003. The Company’s provisioning policy is based on the age profile of the underlying trade receivables. Over the past two years, the Company has been applying this policy so as to accumulate and maintain sufficient reserves. As the Company has also been very focused on client groups and levels of exposure to specific groups, it has been able to arrest any deterioration in debtor aging. As of September 30, 2003, total provisions stand at 6.5% of receivables up from 6.1% as at December 31, 2002.

 

Operating Income

 

Total operating income for the first nine months of 2003 increased 112.2% or $7.0 million, as compared to the same period of 2002, while base operating profitability from base operations during such a period increased 61.0% or $3.8 million, as compared to the same period of 2002. This increase is due to the Company’s commitment to containing operating expense growth to less than the growth in gross profit. When expressed as a percentage of sales, operating income from base operations for the first nine months of 2003 rose to 4.7% compared to 3.4% for the nine months ended September 30, 2002.

 

Net Interest Expense

 

Total net interest expense for the first nine months of 2003 increased 32.6%, or $0.3 million, as compared to the same period of 2002 and net interest expense from base operations during such period increased 10.3%, as compared to the same period of 2002. Total net interest cover increased from 6.9 for the nine months ended September 30, 2002, to 9.1 times for the same period in 2003. This was mainly due to the fact that in 2002, the Company had loans for the acquisitions of Damianex and Agis from the end of April. In 2003, these loans the Company had until the middle of April. Between April and September, the Company received net proceeds of $19.3 million from the private placement of 1,350,000 of its shares of common stock. These proceeds have been partially used to repay long-term bank debt of approximately $11.5 million.

 

Net Gains / Losses from Foreign Currency

 

The net impact of foreign currency transactions have changed from losses of $429,000 for the nine months ended September 30, 2002 to a net gain of $105,000 for the same period in 2003. This is mainly due to the fact that in November 2002 the company migrated substantially all of its U.S. Dollar and EUR debt into Polish zloty denominated debt. The gains achieved in 2003 are mainly from management of working capital.

 

Income Tax

 

Total taxation for the first nine months of 2003 increased 153.6%, or $1.8 million, as compared to the same period of 2002, to $3.0 million. This increase is due to an increase in total profit before tax for the first nine months of 2003 of $6.9 million, or 140.3%, as compared to the same period of 2002.

 

19


Table of Contents

Net Income

 

As a result of the factors noted above, total net income for the first nine months of 2003 increased 139.8%, or $5.2 million, as compared to the same period of 2002, and net income from base operations of sales increased 76.8%, or $2.9 million, as compared to the same period of 2002. When expressed as a percentage of sales, for the first nine months of 2002, net income was 2.1% of sales where as for the first nine months of 2003, net income was 3.1% of sales.

 

20


Table of Contents

Three months ended September 30, 2003 compared with three months ended September 30, 2002

 

     Base
2002


    Base
2003


    %
organic
growth
in Base


    Operations
Acquired
2002


    Operations
Acquired
2003


    Total
Operations
2003


 
     (1)     (2)     (3)     (4)     (5)     (2+4+5)  

Sales

   66,508     85,884     29.1 %   6,614     12,346     104,844  

Cost of goods sold

   58,080     74,545     28.3 %   5,897     10,916     91,358  

Margin

   8,428     11,339     34.5 %   717     1,430     13,486  

as a % of sales

   12.7 %   13.2 %   0.5 %   10.8 %   11.6 %   12.9 %

Selling, general & administrative costs

   6,004     6,514     8.5 %   433     1,014     7,961  

Depreciation of fixed assets

   352     379     7.7 %   12     31     422  

Amortization of intangibles

   43     116     169.8 %   —       —       116  

Provision for doubtful debts

   263     93     (64.6 %)   7     (42 )   58  

Total operating expenses

   6,662     7,102     6.6 %   452     1,003     8,557  

as a % of sales

   10.0 %   8.3 %   1.5 %   6.8 %   8.1 %   8.2 %

Operating Income

   1,766     4,237     139.9 %   265     427     4,929  

as a % of sales

   2.7 %   4.9 %   2.2 %   4.0 %   3.5 %   4.7 %

Interest income

   28     53     89.3 %   —       2     55  

Interest expense

   (375 )   (251 )   (33.1 %)   (16 )   (36 )   (303 )

Foreign currency gains / (losses)

   (140 )   4     —       —       —       4  

Other income / (expense)

   25     (18 )   —       (37 )   4     (51 )

Income before tax

   1,304     4,025     208.7 %   212     397     4,634  

as % of sales

   2.0 %   4.7 %   2.7 %   3.7 %   3.2 %   4.4 %

Taxation

   287     918     219.9 %   67     45     1,030  

as % of profit before tax

   22.0 %   22.8 %   0.8 %   31.6 %   11.3 %   22.2 %

Net Income

   1,017     3,107     205.5 %   145     352     3,604  

as % of sales

   1.5 %   3.6 %   2.1 %   2.6 %   2.9 %   3.4 %

 

Net Sales and Gross Profit

 

Total net sales for the three-month period ended September 30, 2003 increased 57.6%, or $38.3 million, as compared to the three month period ended September 30, 2002, to $104.8 million. Base net sales increased by 29.1% or $19.4 million over the same period. This increase is attributable to the following factors:

 

  An increase in official case volumes of domestic vodka resulting from the excise tax reduction of October 1, 2002.

 

  The Company is continuing to take market share from weaker distributors.

 

  The higher sales of the Company’s imported brands.

 

Total gross profit for the three months ended September 30, 2003 increased 60.0%, or $5.1 million as compared to the three months ended September 30, 2002 to $13.5 million while total gross margins improved by 0.2% to 12.9% during the same period following a better than expected summer where beer and wine sales represented a greater proportion of sales and gross profit. Gross profits from base operations for the three months ended September 30, 2003 increased 34.5% or $2.9 million as compared to the three months ended September 30, 2002.

 

Operating Expenses

 

Total operating expenses for the three months ended September 30, 2003 increased by 28.4%, or $1.9 million, when compared to the same period of 2002, mainly due to the inclusion of the acquired companies. Base operating expenses increased by 6.6%, or $0.4 million.

 

21


Table of Contents

Selling, general and administrative expenses from base operations from the three months ended September 30, 2003 increased 8.5% when compared to the same period in 2002, due to the implementation of the Company’s central procurement policy regarding certain overhead items.

 

Depreciation of fixed assets from base operations for the three months ended September 30, 2003 increased 7.7% when compared to the same period in 2002, mainly due to fleet rotation.

 

Total provisions for doubtful debts, during the three months ended September 30, 2003, decreased by 77.9%, or $205,000, and for base operations the decrease was 64.6%, or $170,000.

 

Operating Income

 

Total operating income for the three months ended September 30, 2003 increased 179.1%, or $3.2 million, as compared to the same period of 2002, while base operating income from continuing operations during such a period increased 139.9%, or $2.5 million, as compared to the same period of 2002. This increase is due to the Company’s commitment to containing operating expense growth to less than the growth in gross profit. When expressed as a percentage of sales, operating income from base operations for the three months ended September 30, 2003 rose to 4.9% compared to 2.7% for the three months ended September 30, 2002.

 

Net Interest Expense

 

Total net interest expense for the three months ended September 30, 2003 decreased 28.2%, or $98,000, as compared to the same period of 2002 and net interest expense from base operations during such a period decreased 42.7%, as compared to the same period of 2002. Total net interest cover has increased from 5.1 for the three months ended September 30, 2002, to 19.1 times for the same period in 2003. Between April and September, the Company received net proceeds of $19.3 million from the private placement of 1,350,000 of its shares of common stock. These proceeds have been partially used to repay long-term bank debt of approximately $11.0 million.

 

Net Gains / Losses from Foreign Currency

 

The net impact of foreign currency transactions have changed from losses of $140,000 for the three months ended September 30, 2002 to a net gain of $4,000 for the same period in 2003. This is mainly because in November 2002 the company migrated substantially all of its U.S. Dollar and EUR debt into Polish zloty denominated debt. The gains achieved in 2003 are mainly from management of working capital in the light of a strengthening Polish zloty.

 

Income Tax

 

Total taxation for the three months ended September 30, 2003 increased 258.9%, or $0.7 million to $1.0 million as compared to the same period in 2002. This increase is due to an increase in total profit before tax for the three months ended September 30, 2003 of $3.3 million, or 255.4%, as compared to the same period of 2002.

 

Net Income

 

As a result of the factors noted above, total net income for the three months ended September 30, 2003 increased 254.4%, or $2.6 million as compared to the same period of 2002 and net income from base operations increased 205.5%, or $2.1 million. When expressed as a percentage of sales, for the three months ended September 30, 2002, net income was 1.5% of sales where as for the three months ended September 30, 2003, net income was 3.4% of sales (base operations were 3.6%).

 

Statement of Liquidity and Capital Resources

 

The Company’s net cash balance increased by $6.1 million in the first nine months of 2003 compared to an increase of $0.1 million in the corresponding period of 2002.

 

22


Table of Contents

The net cash provided by operating activities for the nine months ended September 30, 2003, was $5.1 million and in the same period of 2002, operating cash flow was $9.9 million. It must be borne in mind that the changes in excise tax, which took effect on October 1, 2002, had an impact on our cash balances as the supply chain de-stocked. Cash earnings for 2003 were $10.8 million (2002 = $5.8 million) and cash absorbed in working capital management was $5.7million (2002 generated $4.2 million)

 

The investing activities amount to $3.8 million in the 2003 and are primarily due to the acquisitions of Dako-Galant and Panta-Hurt, as well as investment in IT infrastructure and other fixed assets. During the 2002 period, the investing activities amounted to $12.7 million, of which the largest part was the acquisitions of Damianex and AGIS.

 

Between March 31, 2003, and April 2, 2003 the Company completed a Private Placement of 1,125,000 shares of the Company’s common stock for a price of $15.50 per share. The purchasers also received the right to purchase an additional 225,000 shares of common stock at the same price per share at any time prior to July 28, 2003. As at September 30, 2003, all of the rights had been exercised generating gross proceeds of $3,487,500. The net proceeds were applied to the early repayments of $11 million bank debt and $1.5 million was used in the acquisition of Dako Galant.

 

Statement on Inflation and Currency Fluctuations

 

Inflation in Poland is projected at 1.3% for the whole of 2003, compared to 3.2% for 2002. For the first nine months of 2003, the inflation was 0.8%. The share of purchases denominated in non-Polish currency has decreased resulting in lower foreign exchange exposure for purchases. The Zloty has depreciated 3.4% against the U.S. Dollar in the first nine months of 2003.

 

Seasonality

 

The Company’s working capital requirements are seasonal, and are normally highest in the months of November and December when sales are highest. Liquidity then normally improves when collections are made on these higher sales during the month of January.

 

The Company expects to experience some variability in sales and net income on a quarterly basis.

 

Other Matters

 

The Company continues to be involved in litigation from time to time in the ordinary course of business. In management’s opinion, the outcome of the litigation in which the Company is currently involved, will not have a material effect on the Company’s financial condition or results of operations.

 

Changes to Critical Accounting Policies and Estimates

 

The Company has made no changes to its Critical Accounting Policies described in its Form 10-K for the year ended December 31, 2002.

 

ITEM 3: Quantitative and Qualitative Disclosures about Market Risk

 

Foreign Currency Risk. As at September 30, 2003, the Company had no indebtedness in currencies other than its functional currency, the Polish Zloty. Our commercial foreign exchange exposure mainly arises from the purchase of imported alcoholic beverages in currencies other than our functional currency of the Polish zloty. Thus, accounts payable for imported beverages are billed in various currencies and the Company is subject to short-term changes in the currency markets for product purchases. The Company also operates a bonded warehouse where the inventory acquired from foreign suppliers is recorded in its source currency. Thus, any currency movement in trade payables resulting from either a strengthening or weakening of the Polish zloty against a foreign supplier’s currency is partially compensated for by an opposite movement relating to inventories recorded in the imported currency.

 

The Company’s operations are conducted primarily in Poland and its functional currency is the Polish zloty and the reporting currency is the U.S. dollar. The Company’s financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable and receivable, inventories, bank loans, overdraft facilities and long-term debt. All of the monetary assets represented by these financial instruments are located in Poland;

 

23


Table of Contents

consequently, they are subject to currency translation risk when reporting in U.S. dollars. If the U.S. dollar increases in value against the Polish zloty, the value in U.S. dollars of assets, liabilities, net sales and expenses originally recorded in the Polish zloty will decrease. Conversely, if the U.S. dollar decreases in value against the Polish zloty, the value in U.S. dollars of assets, liabilities, net sales and expenses originally recorded in Polish zloty will increase. Thus, increases and decreases in the value of the U.S. dollar can have an impact on the value in U.S. dollar of our non U.S. dollar assets, liabilities, net sales and expenses, even if the value of these items has not changed in their original currency.

 

The Company may have an exposure to interest rate movements through its bank deposits and indebtedness. The Company does not enter into any hedging arrangements in regards to its interest risk exposure (i.e., interest rate swaps or forward rate agreements).

 

24


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes to Consolidated Condensed Financial Statements (Unaudited)

 

ITEM 4: CEO and CFO Certifications. Attached as exhibits to this quarterly report are the certifications of the CEO and the CFO required by Rules 13a-15(e) and 15d-15(e) the Securities Exchange Act of 1934 (the “Certifications”). This section of the quarterly report contains the information concerning the evaluation of Disclosure Controls and changes to Internal Controls over Financial Reporting referred to in the Certifications and this information should be read in conjunction with the Certifications for a more complete understanding of the topics presented.

 

Disclosure Controls. Disclosure Controls are procedures that are designed for the purpose of ensuring that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 (such as this quarterly report), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

Internal Controls over Financial Reporting. Internal Controls over Financial Reporting means a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and includes those policies and procedures that:

 

-pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

-provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statement in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

-provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

 

Limitations on the Effectiveness of Controls. The Company’s management, including the CEO and CFO, does not expect that the Company’s Disclosure Controls or Internal Controls over Financial Reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Further, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Changes to Internal Controls over Financial Reporting. In accordance with the SEC’s requirements, the CEO and the CFO note that, during the quarter ended September 30, 2003, there have been no significant changes in Internal Controls over Financial Reporting or in other factors that have affected or are reasonably likely to materially affect Internal Controls over Financial Reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Conclusions regarding Disclosure Controls. Based upon the required evaluation of Disclosure Controls, the CEO and CFO have concluded, as of September 30, 2003, that, subject to the limitations noted above, the Company’s Disclosure Controls are effective to ensure that material information relating to the Company and its consolidated subsidiaries is made known to management, including the CEO and CFO.

 

25


Table of Contents

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

 

Notes to Consolidated Condensed Financial Statements (Unaudited)

 

PART II. OTHER INFORMATION

 

ITEM 2.   Changes in Securities and Use of Proceeds

 

  (a) On March 31, 2003 and April 2, 2003, the Company completed a private placement of 1,125,000 shares of its common stock at a purchase price of $15.50 per share to five institutional accredited investors for gross proceeds of $17,437,500. The purchasers also received the right to purchase an additional 225,000 shares of common stock at the same price per share at any time prior to July 28, 2003. During the third quarter of 2003, rights to purchase 141,750 shares of common stock available from the 225,000 additional shares were exercised, and the Company received net proceeds of $2,065,297.50 as a result of such exercise.

 

    Banc of America Securities LLC served as placement agent for the transaction and received a fee of 6.0% of the gross proceeds of both the initial sale and the additional rights exercise.

 

    These securities were issued in reliance on the exemptions provided by Regulation D.

 

    The number of shares issued in the private placement and the per share price have been adjusted to give effect to the 3 for 2 stock split of June 2, 2003.

 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

 

  (a) Exhibit

 

Exhibit
Number


  

Exhibit Description


2.6    Share Sale Agreement dated September 5, 2003 between the Company, Carey Agri. International Poland Sp. z o.o. and the sellers relating to the acquisition of Panta Hurt Sp. z o.o.
3.1    Certificate of Incorporation (Filed as Exhibit 3.1 to Registration Statement of Form SB-2, File No. 333-42387, filed with the Commission on December 17, 1997 (the “1997 Registration Statement”) and incorporated herein by reference.)
3.2    Bylaws (Filed as Exhibit 3.2 to the 1997 Registration Statement and incorporated herein by reference.)
31.1    Certificate of the CEO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
31.2    Certificate of the CFO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
32.1    Certification of the CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of the CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  (b) Reports on Form 8-K

 

       During the quarter ended September 30, 2003, the Company filed the following reports on Form 8-K:

 

  (i) August 4, 2003—Reporting under Item 9, the announcement of the Company’s preliminary second quarter results and filing the associated press release. Because of the delay in integrating Item 12 into the EDGAR system, this information was filed under Item 9 rather than Item 12 in accordance with SEC Release 33-8216.

 

  (ii) September 10, 2003—Reporting under Item 5 the completion of its ninth strategic acquisition and the increase in the previously projected fiscal 2003 fully diluted earnings per share guidance and filing the associated press release under Item 7.

 

26


Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(registrant)

       

Date: November 14, 2003

      By:  

/s/    WILLIAM V. CAREY        

         
               

William V. Carey

President and Chief Executive Officer

Date: November 14, 2003

      By:  

/s/    NEIL A.M. CROOK        

         
               

Neil A.M. Crook

Chief Financial Officer

 

27