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 JUNE 30, 2008

OR

 

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

FOR THE TRANSITION PERIOD FROM             .

COMMISSION FILE NUMBER 0-24341

 

 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

Delaware   54-1865271

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

Two Bala Plaza, Suite #300, Philadelphia, PA   19004
(Address of Principal Executive Offices)   (Zip code)

(610) 660-7817

(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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

 

Large Accelerated Filer   x    Accelerated Filer   ¨
Non-Accelerated Filer   ¨    Smaller Reporting Company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The number of shares outstanding of each class of the issuer’s common stock as of August 7, 2008:

Common Stock ($.01 par value) 46,448,700

 

 

 


Table of Contents

INDEX

 

          PAGE

PART I

   FINANCIAL INFORMATION   

Item 1

   Financial Statements   
   Consolidated Condensed Balance Sheets, June 30, 2008 (unaudited) and December 31, 2007    3
   Consolidated Condensed Statements of Income (unaudited) for the three and six month periods ended June 30, 2008 and June 30, 2007    4
   Consolidated Condensed Statement of Changes in Stockholders’ Equity (unaudited) as of June 30, 2008    5
   Consolidated Condensed Statements of Cash Flows (unaudited) for the six month periods ended June 30, 2008 and June 30, 2007    6
   Notes to Consolidated Condensed Financial Statements (unaudited)    7-21

Item 2

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    22

Item 3

   Quantitative and Qualitative Disclosures about Market Risk    36

Item 4

   Controls and Procedures    36

PART II

   OTHER INFORMATION   

Item 6

   Exhibits    38

Signatures

   39

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)

Amounts in columns expressed in thousands

(except share information)

 

     June 30,
2008
    December 31,
2007
 
ASSETS     

Current Assets

    

Cash and cash equivalents

   $ 365,182     $ 87,867  

Accounts receivable, net of allowance for doubtful accounts of $31,814 and $29,277 respectively

     325,934       316,277  

Inventories

     210,994       141,272  

Prepaid expenses and other current assets

     29,723       16,536  

Deferred income taxes

     8,349       5,141  
                

Total Current Assets

     940,182       567,093  

Intangible assets, net

     772,982       545,697  

Goodwill, net

     1,026,191       577,282  

Property, plant and equipment, net

     121,022       79,979  

Deferred income taxes

     8,449       11,407  

Equity method investment in MHWH Limited

     53,534       —    

Other assets

     —         710  
                
     1,982,178       1,215,075  
                

Total Assets

   $ 2,922,360     $ 1,782,168  
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current Liabilities

    

Trade accounts payable

   $ 208,997     $ 172,340  

Bank loans and overdraft facilities

     226,917       42,785  

Income taxes payable

     6,688       5,408  

Taxes other than income taxes

     91,193       101,929  

Other accrued liabilities

     189,213       71,959  

Current portions of obligations under capital leases

     2,254       1,759  
                

Total Current Liabilities

     725,262       396,180  

Long-term debt, less current maturities

     30,168       122,952  

Long-term obligations under capital leases

     3,648       2,708  

Long-term obligations under Senior Notes

     655,889       344,298  

Other long-term accrued liabilities

     15,000       —    

Deferred income taxes

     163,852       100,113  
                

Total Long Term Liabilities

     868,557       570,071  

Minority interests

     12,614       481  

Stockholders’ Equity

    

Common Stock ($0.01 par value, 80,000,000 shares authorized, 46,443,700 and 40,566,096 shares issued at June 30, 2008 and December 31, 2007, respectively)

     464       406  

Additional paid-in-capital

     752,620       429,554  

Retained earnings

     270,525       205,186  

Accumulated other comprehensive income

     292,468       180,440  

Less Treasury Stock at cost (246,037 shares at June 30, 2008 and December 31, 2007)

     (150 )     (150 )
                

Total Stockholders’ Equity

     1,315,927       815,436  
                

Total Liabilities and Stockholders’ Equity

   $ 2,922,360     $ 1,782,168  
                

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

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

Amounts in columns expressed in thousands

(except per share information)

 

      Three months ended     Six months ended  
     June 30,
2008
    June 30,
2007
    June 30,
2008
    June 30,
2007
 
PROFIT AND LOSS         

Sales

   $ 542,845     $ 334,150     $ 950,926     $ 623,146  

Excise taxes

     (121,543 )     (65,515 )     (216,004 )     (126,296 )

Net Sales

     421,302       268,635       734,922       496,850  

Cost of goods sold

     317,564       213,081       564,968       394,978  
                                

Gross Profit

     103,738       55,554       169,954       101,872  
                                

Operating expenses

     60,895       30,405       101,643       57,807  
                                

Operating Income

     42,843       25,149       68,311       44,065  
                                

Non operating income / (expense), net

        

Interest (expense), net

     (13,297 )     (8,305 )     (24,825 )     (16,954 )

Other financial income / (expense), net

     32,000       9,837       41,103       (5,562 )

Other non operating income / (expense), net

     (282 )     (1,670 )     (142 )     (2,014 )
                                

Income before taxes

     61,264       25,011       84,447       19,535  
                                

Income tax expense

     12,868       4,714       17,266       3,685  

Minority interests

     2,491       326       2,744       1,055  

Equity in net earnings of MHWH Limited

     902       —         902       —    
                                

Net income

   $ 46,807     $ 19,971     $ 65,339     $ 14,795  
                                

Net income per share of common stock, basic

   $ 1.10     $ 0.50     $ 1.57     $ 0.37  
                                

Net income per share of common stock, diluted

   $ 1.08     $ 0.49     $ 1.54     $ 0.37  
                                

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

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY (UNAUDITED)

Amounts in columns expressed in thousands

(except per share information)

 

     Common Stock     Additional
Paid-in
Capital
   Retained
Earnings
   Accumulated
other
comprehensive
income
   Total
     Common Stock    Treasury Stock             
     No. of
Shares
   Amount    No. of
Shares
   Amount             

Balance at December 31, 2007

   40,566    $ 406    246    $ (150 )   $ 429,554    $ 205,186    $ 180,440    $ 815,436
                                                    

Net income for 2008

   —        —      —        —         —        65,339      —        65,339

Foreign currency translation adjustment

   —        —      —        —         —        —        112,028      112,028
                                      

Comprehensive income for 2008

   —        —      —        —         —        65,339      112,028      177,367

Common stock issued in public placement

   3,575      35    —        —         233,809      —        —        233,844

Common stock issued in connection with options

   64      1    —        —         2,746      —        —        2,747

Common stock issued in connection with acquisitions

   2,239      22    —        —         86,511      —        —        86,533

Balance at June 30, 2008

   46,444    $ 464    246    $ (150 )   $ 752,620    $ 270,525    $ 292,468    $ 1,315,927
                                                    

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

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

Amounts in columns expressed in thousands

 

      Six months ended June 30,  
     2008     2007  
CASH FLOW     

Operating Activities

    

Net income

   $ 65,339     $ 14,795  

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

    

Depreciation and amortization

     7,331       4,772  

Deferred income taxes

     1,576       (6,245 )

Minority interests

     2,743       1,055  

Unrealized foreign exchange (gains) / losses

     (39,958 )     (6,172 )

Cost of debt extinguishment

     1,156       11,869  

Stock options expense

     1,678       948  

Equity income in MHWH Limited

     (902 )     —    

Other non cash items

     (32 )     566  

Changes in operating assets and liabilities:

    

Accounts receivable

     59,431       50,722  

Inventories

     (21,533 )     2,315  

Prepayments and other current assets

     14,211       1,579  

Trade accounts payable

     (11,628 )     (48,361 )

Other accrued liabilities and payables

     (29,258 )     (7,798 )
                

Net Cash provided by Operating Activities

     50,154       20,045  

Investing Activities

    

Investment in fixed assets

     (6,172 )     (13,967 )

Proceeds from the disposal of fixed assets

     2,694       2,647  

Refundable purchase price related to Botapol acquisition

     —         5,000  

Acquisitions of subsidiaries, net of cash acquired

     (366,075 )     (133,992 )
                

Net Cash used in Investing Activities

     (369,553 )     (140,312 )

Financing Activities

    

Borrowings on bank loans and overdraft facility

     71,593       132,524  

Payment of bank loans and overdraft facility

     (24,158 )     (17,315 )

Payment of long-term borrowings

     —         (1 )

Payment of Senior Secured Notes

     (14,445 )     (95,440 )

Movements in capital leases payable

     816       291  

Issuance of shares in public placement

     233,844       42,355  

Net Borrowings on Convertible Senior Notes

     304,403       —    

Options exercised

     1,068       547  
                

Net Cash provided by Financing Activities

     573,121       62,961  
                

Currency effect on brought forward cash balances

     23,593       2,939  

Net Increase / (Decrease) in Cash

     277,315       (54,367 )

Cash and cash equivalents at beginning of period

     87,867       159,362  
                

Cash and cash equivalents at end of period

   $ 365,182     $ 104,995  
                

Supplemental Schedule of Non-cash Investing Activities

    

Common stock issued in connection with investment in subsidiaries

     86,533     $ —    
                

Supplemental disclosures of cash flow information

    

Interest paid

   $ 23,940     $ 19,739  

Income tax paid

   $ 13,463     $ 8,883  
                

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

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Central European Distribution Corporation (“CEDC”), a Delaware corporation, and its subsidiaries (collectively referred to as “we,” “us,” “our,” or the “Company”) operate primarily in the alcohol beverage industry. The Company is Central Europe’s largest integrated spirit beverages business. The Company is the largest vodka producer by value and volume in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. The Company currently exports its products to many markets around the world. In addition, it produces and distributes Royal Vodka, the number one selling vodka in Hungary. The Company is the leading distributor and the leading importer of spirits, wine and beer in Poland and Hungary. In March 2008, the Company continued its expansion plans in the region by purchasing an 85% stake in Copecresto Enterprises Limited, which owns the leading premium vodka brand in Russia, Parliament Vodka. In May 2008, the Company also acquired a 75% economic stake in the Whitehall Group of companies in Russia, which is one of the leading importers of premium wines and spirits in Russia.

 

2. BASIS OF PRESENTATION

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Our Company consolidates all entities that we control by ownership of a majority voting interest. All inter-company accounts and transactions have been eliminated in the consolidated financial statements.

CEDC’s subsidiaries maintain their books of account and prepare their statutory financial statements in their respective local currencies. The subsidiaries’ financial statements have been adjusted to reflect accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our financial condition, results of operations and cash flows for the interim periods presented have been included. Operating results for the three and six-month periods ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

The balance sheet at December 31, 2007 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, 2007.

 

3. ACQUISITIONS

On March 11, 2008, the Company and certain of its affiliates entered into a Share Sale and Purchase Agreement and certain other agreements with White Horse Intervest Limited, a British Virgin Islands Company, and certain of White Horse’s affiliates, relating to the Company’s acquisition from White Horse of 85% of the share capital of Copecresto Enterprises Limited, a Cypriot company, (“the Parliament Acquisition”). In connection with this acquisition, the Company paid a consideration of approximately $180 million in cash and 2.2 million shares of common stock. On May 2, 2008 the Company delivered the remaining 250,000 shares of the Share Consideration. There is still $15 million of the cash consideration that is deferred pending the consummation of certain reorganization transactions expected to be completed over the next 18-24 months.

On May 23, 2008, the Company and certain of its affiliates, entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 75% of the economic interests in the Whitehall Group (“the Whitehall Acquisition”). The Whitehall Group is a leading importer of premium spirits and wines in Russia. The aggregate consideration paid by the Company was $200 million, paid in cash at the closing. In addition the Company is expected to issue approximately 838,000 shares of its common stock during the third quarter 2008 and pay €16.05 million payable on the first anniversary of the closing.

The Company has consolidated the Whitehall Group as a business combination as of May 23, 2008, on the basis that the Whitehall Group is a Variable Interest Entity and the Company has been assessed as being the primary beneficiary. Included within the Whitehall Group is a 50/50 joint venture with Möet Henessy. This joint venture is accounted for using the equity method and is recorded on the face of the balance sheet in investments with minority interest recorded at fair value on the face of the balance sheet. The current term of the joint venture is until June 2013 at which point the Whitehall Group will have the option to acquire the remaining shares of the entity.

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

The fair value of the net assets acquired in connection with the 2008 Parliament and Whitehall group acquisitions as of the acquisition date are:

 

      Parliament
Group
   Whitehall
Group
   Total
Acquisitions

ASSETS

        

Cash and cash equivalents

     2,862      3,240      6,102

Accounts receivable

     3,441      21,463      24,904

Inventory

     1,602      27,905      29,507

Other current assets

     7,573      19,565      27,138

Equipment

     24,631      2,054      26,685

Trademarks

     144,835      —        144,835

Investments

     —        52,633      52,633
                    

Total Assets

   $ 184,944    $ 126,860    $ 311,804
                    

LIABILITIES

        

Trade payables

     4,587      19,370      23,957

Borrowings

     44      18,818      18,862

Other short term liabilities

     4,388      17,995      22,383

Deferred tax

     34,759      12,632      47,391
                    

Total Liabilities

   $ 43,778    $ 68,815    $ 112,593
                    

Minority interests

     6,302      7,488      13,790

Net identifiable assets and liabilities

     134,864      50,557      185,421

Goodwill on acquisition

     135,404      225,978      361,382

Consideration paid, satisfied in cash

     168,735      203,442      372,177

Consideration paid, satisfied in shares

     86,533      —        86,533

Deferred consideration

     15,000      73,093      88,093
                    

Cash (acquired)

   $ 2,862    $ 3,240    $ 6,102
                    

Net Cash Outflow

   $ 165,873    $ 200,202    $ 366,075

The goodwill arising out of the Parliament and Whitehall acquisitions is attributable to the immediate platform for expansion in Russia that they provide to the Company. The Company is in the process of completing its valuations and refining its purchase price adjustments for Parliament and Whitehall, which are expected to be finalized by December 31, 2008. The primary areas of further review include finalizing fixed asset and intangible asset valuations. As such, the allocation of the purchase price is subject to further adjustments.

The Company has not presented pro-forma results of operations of the Company to give effect to these acquisitions as if the acquisitions had occurred on January 1, 2008 and 2007 because there are no pre-closing interim results from Parliament and Whitehall that are available on a basis similar to US GAAP. The companies were not required to prepare interim consolidated financial statements and as such have only statutory tax accounts available. The Company believes that the inclusion of this information would provide misleading information for the investor.

On July 9, 2008, the Company closed a strategic investment in the Russian Alcohol Group (“Russian Alcohol”) through an equity investment of $181.5 million in Russian Alcohol which will provide the Company with an initial stake of approximately 42% in Russian Alcohol. This transaction is in connection with Lion Capital LLP’s acquisition of a controlling stake in Russian

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

Alcohol. In addition to the equity investment, CEDC purchased $103.5 million of exchangeable notes which bear interest at 8.3% and can be fully exchanged into additional shares of Russian Alcohol starting in 2010. Our agreements governing this investment include put and call options to acquire an indirect controlling interest in Russian Alcohol starting in 2010 based on the prior year EBITDA.

 

4. INTANGIBLE ASSETS OTHER THAN GOODWILL

The major components of intangible assets are:

 

     June 30,
2008
    December 31,
2007
 

Non-amortizable intangible assets:

    

Trademarks

   $ 770,553     $ 543,123  

Total

     770,553       543,123  

Amortizable intangible assets:

    

Trademarks

   $ 7,774     $ 6,754  

Customer relationships

     2,204       1,913  

Less accumulated amortization

     (7,549 )     (6,093 )

Total

     2,429       2,574  
                

Total intangible assets

   $ 772,982     $ 545,697  
                

Management considers trademarks that are indefinite-lived assets to have high or market-leader brand recognition within their market segments based on the length of time they have existed, the comparatively high volumes sold and their general market positions relative to other products in their respective market segments. These trademarks include Soplica, Zubrówka, Absolwent, Royal, Parliament and the rights for Bols Vodka in Poland, Hungary and Russia. Taking the above into consideration, as well as the evidence provided by analyses of vodka products life cycles, market studies, competitive and environmental trends, management believes that these brands will generate cash flows for an indefinite period of time, and that the useful lives of these brands are indefinite. In accordance with SFAS 142, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment.

 

5. COMPREHENSIVE INCOME/(LOSS)

Comprehensive income/(loss) is defined as all changes in equity during a period except those resulting from investments by owners and distributions to owners. Comprehensive income/(loss) includes net income adjusted by, among other items, foreign currency translation adjustments. The foreign translation losses/gains on the re-measurements from foreign currencies to U.S. dollars are classified separately as a component of accumulated other comprehensive income included in stockholders’ equity.

As of June 30, 2008, the Polish Zloty exchange rate used to translate the balance sheet strengthened by approximately 13% as compared to the exchange rate as of December 31, 2007, and as a result a comprehensive income was recognized. Additionally, translation gains and losses with respect to long-term subordinated inter-company loans with the parent company are charged to other comprehensive income. No deferred tax benefit has been recorded on the comprehensive income/(loss) in regard to the long-term inter-company transactions with the parent company, as the repayment of any equity investment is not anticipated in the foreseeable future.

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

6. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.

 

     Three months ended
June 30,
   Six months ended
June 30,
     2008    2007    2008    2007

Basic:

           

Net income

   $ 46,807    $ 19,971    $ 65,339    $ 14,795
                           

Weighted average shares of common stock outstanding

     42,503      40,074      41,612      39,958

Basic earnings per share

   $ 1.10    $ 0.50    $ 1.57    $ 0.37
                           

Diluted:

           

Net income

   $ 46,807    $ 19,971    $ 65,339    $ 14,795
                           

Weighted average shares of common stock outstanding

     42,503      40,074      41,612      39,958

Net effect of dilutive employee stock options based on the treasury stock method

     832      499      780      440

Totals

     43,335      40,573      42,392      40,398

Diluted earnings per share

   $ 1.08    $ 0.49    $ 1.54    $ 0.37
                           

Employee stock options granted have been included in the above calculations of diluted earnings per share since the exercise price is less than the average market price of the common stock during the three and six months periods ended June 30, 2008 and 2007. In addition there is no adjustment to fully diluted shares related to the Convertible Senior Notes as the average market price was below the conversion price for the period.

 

7. BORROWINGS

Bank Facilities

As of June 30, 2008, $87.1 million remained available under the Company’s overdraft facilities. These overdraft facilities are renewed on an annual basis.

As of June 30, 2008, the Company had utilized approximately $141.5 million of a multipurpose credit line agreement in connection with the 2007 tender offer in Poland to purchase the remaining outstanding shares of Polmos Bialystok S.A. The Company’s obligations under the credit line agreement are guaranteed through promissory notes by certain subsidiaries of the Company. The indebtedness under the credit line agreement bears interest at a rate equal to the one month Warsaw Interbank Rate plus a margin of 1.2% and matures on March 31, 2009.

On April 24, 2008, the Company signed a credit agreement with Bank Zachodni WBK SA in Poland to provide up to $50 million of financing to be used to finance a portion of the Parliament and Whitehall acquisition, as well as general working capital needs of the Company. The agreement provides for a $30 million five year amortizing term facility and a one year $20 million short term facility with annual renewal. The facilities bear interest at 6 month LIBOR plus 1.65% for the five year facility and 1.45% for the short term facility.

Senior Secured Notes

In connection with the Bols and Polmos Bialystok acquisitions, on July 25, 2005 the Company completed the issuance of €325 million 8% Senior Secured Notes due 2012 (the “Notes”). Interest is due semi-annually on the 25th of January and July, and the Notes are guaranteed on a senior basis by certain of the Company’s subsidiaries. The Indenture governing our Notes contains certain restrictive covenants, including covenants limiting the Company’s ability to: make certain payments, including dividends or other distributions, with respect to the share capital of the parent or its subsidiaries; incur or guarantee additional indebtedness or issue preferred stock; make certain investments; prepay or redeem subordinated debt or equity; create certain liens or enter into sale and leaseback transactions; engage in certain transactions with affiliates; sell assets or consolidate or merge with or into other companies; issue or sell share capital of certain subsidiaries; and enter into other lines of business.

During the six months ending June 30, 2008, the Company purchased €9.8 million of it outstanding Senior Secured Notes back on the open market and retired this debt as of June 30, 2008.

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

As of June 30, 2008 and December 31, 2007, the Company had accrued interest included in other accrued liabilities of $7.9 million and $15.8 million respectively related to the Senior Secured Notes, with the next coupon due for payment on July 25, 2008. Total obligations under the Senior Secured Notes are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method and fair value adjustments from the application of hedge accounting as shown in the table below:

 

     June 30,
2008
    December 31,
2007
 

Senior Secured Notes

   $ 395,922     $ 381,689  

Fair value bond mark to market

     (35,488 )     (28,204 )

Unamortized portion of closed hedges

     (880 )     (858 )

Unamortized issuance costs

     (8,333 )     (8,329 )
                

Total

   $ 351,221     $ 344,298  
                

Convertible Senior Notes

On March 7, 2008, the Company completed the issuance of $310 million aggregate principal amount of 3% Convertible Senior Notes due 2013 (the “Convertible Notes”). Interest is due semi-annually on the 15th of March and September, beginning on September 15, 2008. The Convertible Senior Notes are convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principle amount, subject to certain adjustments. Upon conversion of the notes, the Company will deliver cash up to the aggregate principle amount of the notes to be converted and, at the election of the Company, cash and/or shares of common stock in respect to the remainder, if any, of the conversion obligation.

The proceeds from the Convertible Notes were used to fund the cash portions of the acquisition of Copecresto Enterprises Limited and Whitehall.

As of June 30, 2008 the Company had accrued interest included in other accrued liabilities of $2.3 million related to the Convertible Senior Notes, with the next coupon due for payment on September 15, 2008. Total obligations under the Convertible Senior Notes are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method as shown in the table below:

 

     June 30,
2008
    December 31,
2007

Convertible Senior Notes

   $ 310,000     $ —  

Unamortized issuance costs

     (5,332 )     —  
              

Total

   $ 304,668     $ —  
              

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

Total borrowings as disclosed in the financial statements are:

 

     June 30,
2008
   December 31,
2007

Short term bank loans and overdraft facilities for working capital

   $ 226,917    $ 42,785

Total short term bank loans and utilized overdraft facilities

     226,917      42,785

Long term bank loans for share tender

     —        122,952

Long term obligations under Senior Secured Notes

     351,221      344,298

Long term obligations under Convertible Senior Notes

     304,668   

Other total long term debt, less current maturities

     30,168      —  
             

Total debt

   $ 912,974    $ 510,035
             

 

     June 30,
2008

Principal repayments for the following years

  

2008

   $ 4,507

2009

     252,578

2010

     —  

2011

     —  

2012 and beyond

     655,889
      

Total

   $ 912,974
      

 

8. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Elements of cost include materials, labor and overhead and are classified as follows:

 

     June 30,
2008
   December 31,
2007

Raw materials and supplies

   $ 28,238    $ 19,051

In-process inventories

     8,091      2,479

Finished goods and goods for resale

     174,665      119,742
             

Total

   $ 210,994    $ 141,272
             

Because of the nature of the products supplied by the Company, great attention is paid to inventory rotation. Where goods are estimated to be obsolete or unmarketable they are written down to a value reflecting the net realizable value in their relevant condition.

Cost includes customs duty (where applicable), and all costs associated with bringing the inventory to a condition for sale. These costs include importation, handling, storage and transportation costs, and exclude rebates received from suppliers, which are reflected as reductions to closing inventory. Inventories are comprised primarily of beer, wine, spirits, packaging materials and non-alcoholic beverages.

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

9. INCOME TAXES

The Company operates in several tax jurisdictions primarily: the United States of America, Poland, Hungary and Russia. All subsidiaries file their own corporate tax returns as well as account for their own deferred tax assets and liabilities. The Company does not file a tax return in Delaware based upon its consolidated income, but does file a return in Delaware based on the income statement for transactions occurring in the United States of America.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109”, effective January 1, 2007. Interpretation 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Interpretation 48 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. Adoption of Interpretation 48 did not have a significant impact on the Corporation’s financial statements.

The Company files income tax returns in the U.S., Poland, Hungary, Russia, as well as in various other countries throughout the world in which we conduct our business. The major tax jurisdictions and their earliest fiscal years that are currently open for tax examinations are 2003 in the U.S., 2002 in Poland and Hungary and 2005 in Russia.

 

10. STOCKHOLDERS EQUITY

On June 25, 2008, the Company completed a public offering of 3,250,000 shares of common stock, at an offering price to the public of $68.00 per share. In addition, pursuant to the terms of the offering the underwriters exercised their over-allotment option for an additional 325,000 shares. The net proceeds from the offering, including the sale of shares in accordance with the over-allotment option, was $233.8 million, after deducting underwriting discounts and commissions and estimated offering expenses. The majority of the proceeds of the equity offering were used to fund a portion of the Company’s investment in the Russian Alcohol Group.

 

11. OPERATING SEGMENTS

As a result of the Company’s expansion into new geographic areas, namely Russia, the Company has implemented a segmental approach to the business based upon geographic locations. As such the Company operates in three primary segments: Poland, Russia and Hungary.

 

     Segment Net Revenues
     Three months ended
June 30,
   Six months ended
June 30,
     2008    2007    2008    2007

Segment

           

Poland

   349,736    261,365    647,126    482,543

Russia

   62,347    —      69,572    —  

Hungary

   9,219    7,270    18,224    14,307
                   

Total Net Sales

   421,302    268,635    734,922    496,850

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

     Operating Profit  
     Three months ended
June 30,
    Six months ended
June 30,
 
     2008     2007     2008     2007  

Segment

        

Poland

   29,516     25,551     53,665     44,676  

Russia

   14,292     —       15,949     —    

Hungary

   1,406     1,147     2,810     2,319  

Corporate Overhead

        

General corporate overhead

   (1,459 )   (1,064 )   (2,435 )   (1,983 )

Option Expense

   (912 )   (485 )   (1,678 )   (947 )
                        

Total Operating Profit

   42,843     25,149     68,311     44,065  

 

     Indentifiable Operating
Assets
     June 30,
2008
   December 31,
2007

Segment

     

Poland

   1,899,842    1,735,620

Russia

   739,629    —  

Hungary

   37,719    39,320

Corporate

   245,170    7,228
         

Total Identifiable Assets

   2,922,360    1,782,168

 

     Goodwill
     June 30,
2008
   December 31,
2007

Segment

     

Poland

   654,961    568,726

Russia

   361,382    —  

Hungary

   9,848    8,556

Corporate

   —      —  
         

Total Goodwill

   1,026,191    577,282

 

12. INTEREST INCOME / (EXPENSE)

For the three and six months ended June 30, 2008 and 2007 respectively, the following items are included in Interest income / (expense):

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2008     2007     2008     2007  

Interest income

   $ 2,254     $ 1,463     $ 3,628     $ 2,779  

Interest expense

     (15,551 )     (9,768 )     (28,453 )     (19,733 )
                                

Total interest (expense), net

   $ (13,297 )   $ (8,305 )   $ (24,825 )   $ (16,954 )

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

13. OTHER FINANCIAL INCOME / (EXPENSE)

For the three and six months ended June 30, 2008 and 2007, the following items are included in Other Financial Income / (Expense):

 

     Three months ended
June 30,
   Six months ended
June 30,
 
     2008    2007    2008     2007  

Foreign exchange impact related to Senior Secured Notes financing

   $ 19,698    $ 9,536    $ 25,657     $ 6,172  

Foreign exchange impact related to Convertible Notes

   $ 11,345      —      $ 14,301       —    

Cost of bank guarantee for tender

     —        —        —         (349 )

Premium for early debt retirement

     —        —        —         (6,940 )

Write-off of hedge associated with retired debt

     —        —        (305 )     (2,757 )

Write-off of financing costs associated with retired debt

     —        —        (851 )     (2,167 )

Other gains / (losses)

     957      301      2,301       479  
                              

Total other financial income / (expense), net

   $ 32,000    $ 9,837    $ 41,103     $ (5,562 )

 

14. FINANCIAL INSTRUMENTS

Financial Instruments and Their Fair Values

Financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, bank loans, overdraft facilities and long-term debt. The monetary assets represented by these financial instruments are primarily located in Poland, Hungary and Russia. Consequently, they are subject to currency translation risk when reporting in U.S. Dollars.

Derivative financial instruments

The Company is exposed to market movements in foreign currency exchange rates that could affect the Company’s results of operations and financial condition. In accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, the Company recognizes all derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value.

The fair values of the Company’s derivative instruments can change with fluctuations in interest rates and/or currency rates and are expected to offset changes in the values of the underlying exposures. The Company’s derivative instruments are held to hedge economic exposures. The Company follows internal policies to manage interest rate and foreign currency risks, including limitations on derivative market-making or other speculative activities.

To qualify for hedge accounting under SFAS No. 133, the details of the hedging relationship must be formally documented at the inception of the arrangement, including the risk management objective, hedging strategy, hedged item, specific risk that is being hedged, the derivative instrument, how effectiveness is being assessed and how ineffectiveness will be measured. The derivative must be highly effective in offsetting either changes in the fair value or cash flows, as appropriate, of the risk being hedged.

Effectiveness is evaluated on a retrospective and prospective basis based on quantitative measures. When it is determined that a derivative is not, or has ceased to be, highly effective as a hedge, the Company discontinues hedge accounting prospectively. The Company discontinues hedge accounting prospectively when (1) the derivative is no longer highly effective in offsetting changes in the cash flows of a hedged item; (2) the derivative expires or is sold, terminated, or exercised; (3) it is no longer probable that the forecasted transaction will occur; or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate.

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

Fair value hedges are hedges that offset the risk of changes in the fair values of recorded assets, liabilities and firm commitments. The Company records changes in the fair value of derivative instruments which are designated and deemed effective as fair value hedges, in earnings offset by the corresponding changes in the fair value of the hedged items.

In September 2005, the Company entered into a coupon swap arrangement which exchanges a fixed Euro based coupon of 8%, with a variable Euro based coupon (IRS) based upon the 6 month Euribor rate plus a margin. The hedge is accounted for as a fair value hedge according to SFAS 133 and is tested for effectiveness on a quarterly basis using the long haul method. Under this method, as long as the hedge is deemed highly effective both the fair value of the hedge and the hedge item are marked to market with the net impact recorded as gain or loss in the income statement. For the six months ended June 30, 2008, the company recorded a net loss of $50,955. In September 2005, the Company entered into a second hedge that exchanged the variable Euro coupon with a variable Polish Zloty coupon (CIRS). However, due to the continued strength of the Polish economy and currency the Company closed this swap contract. The hedge did not qualify for hedge accounting and therefore the changes in fair value were reflected in the results of operations.

In March 2008, a portion of the IRS hedge related to the repurchased Senior Secured Notes was closed and written off, and a new hedging relationship was created with the hedge match one for one the remaining outstanding Senior Secured Notes.

In February 2007 and December 2006, a portion of the IRS hedge was closed and a new hedging relationship was created. The mark to market valuation of the closed hedges at the time was frozen and is being amortized over the remaining useful life of the hedged item. The hedge closure in December 2006 was related to the part of the Senior Secured Notes repurchased in January 2007. Consequently, the amount was written off in January 2007 following the repurchase. As of June 30, 2008, there is an unamortized asset of $0.9 million recorded as an adjustment to the valuation of the Senior Secured Notes.

 

15. FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company adopted SFAS No. 157, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company’s adoption of SFAS No. 157 did not have a material impact on our consolidated financial statements.

We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. At June 30, 2008, we have no material financial assets or liabilities carried at fair value using significant level 1 or level 2 inputs and the only instruments we value using level 3 inputs are currency swap agreements as follows:

Coupon Swap

In September 2005, the Company entered into a coupon swap arrangement which exchanges a fixed Euro based coupon of 8%, with a variable Euro based coupon (IRS) based upon the 6 month Euribor rate plus a margin. The hedge is accounted for as a fair value hedge according to SFAS 133 and is tested for effectiveness on a quarterly basis using the long haul method. Under this method, as long as the hedge is deemed highly effective both the fair value of the hedge and the hedged item are marked to market with the net impact recorded as gain or loss in the income statement. In September 2005, the Company entered into a second hedge that exchanged the variable Euro coupon with a variable Polish Zloty coupon (CIRS). However, due to the continued strength of the Polish economy and currency the Company closed this swap contract. The hedge did not qualify for hedge accounting and therefore the changes in fair value were reflected in the results of operations.

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

The fair value of these instruments as at June 30, 2008, was a $35.5 million liability, which represented a $7.3 million increase from the $28.2 million liability as at December 31, 2007 and was recognized as a loss in the consolidated statement of operations. This loss, however, was offset by the fair value revaluation of the Senior Secured Notes.

 

16. STOCK OPTION PLANS AND RESTRICTED STOCK AWARDS

As of January 1, 2006, the Company adopted SFAS No. 123(R) “Share-Based Payment” requiring the recognition of compensation expense in the Condensed Consolidated Statements of Income related to the fair value of its employee share-based options. SFAS No. 123(R) revises SFAS No. 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. SFAS No. 123(R) is supplemented by SEC Staff Accounting Bulletin (“SAB”) No. 107 “Share-Based Payment”. SAB No. 107 expresses the SEC staff’s views regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations including the valuation of share-based payments arrangements.

The Company recognizes the cost of all employee stock options on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. The Company has selected the modified prospective method of transition; accordingly, prior periods have not been restated.

SFAS No. 123(R) “Share-Based Payment” requires the recognition of compensation expense in the Consolidated Statements of Income related to the fair value of employee share-based options. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Judgment is also required in estimating the amount of share-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, share-based compensation expense could be materially impacted. Prior to adopting SFAS No. 123(R), the Company applied Accounting Principles Board (“APB”) Opinion No. 25, and related Interpretations, in accounting for its stock-based compensation plans. All employee stock options were granted at or above the grant date market price. Accordingly, no compensation cost was recognized for fixed stock option grants in prior periods.

The Company’s 2007 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. Following a shareholder resolution in April 2003 and the stock splits of May 2003, May 2004 and June 2006, the Incentive Plan authorizes, and the Company has reserved for future issuance, up to 1,397,333 shares of Common Stock (subject to an anti-dilution adjustment in the event of a stock split, re-capitalization, 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 closing price of the Common Stock on the date of grant. The Company uses 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 day of the grant. 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 must be in cash, which must be received by the Company prior to any shares being issued. Stock options granted to directors and officers as part of an employee employment contract vest after 2 years. Stock options granted to general employees as part of a loyalty program vest after three years. The Incentive Plan was approved by CEDC shareholders during the annual shareholders meeting on April 30, 2007 to replace the Company’s 1997 Stock Incentive Plan (the “Old Stock Incentive Plan”), which expired in November 2007. The Stock Incentive Plan will expire in November 2017. The terms and conditions of the Stock Incentive Plan are substantially similar to those of the Old Stock Incentive Plan.

Before January 1, 2006 CEDC, the holding company, realized net operating losses and therefore an excess tax benefit (windfall) resulting from the exercise of the awards and a related credit to Additional Paid-in Capital (APIC) of $2.2 million was not recorded in the Company’s books. The excess tax benefits and the credit to APIC for the windfall should not be recorded until the deduction reduces income taxes payable on the basis that cash tax savings have not occurred. The Company will recognize the windfall upon realization.

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

A summary of the Company’s stock option and restricted stock units activity, and related information for the six months ended June 30, 2008 is as follows:

 

Total Options

   Number of
Options
    Weighted-
Average
Exercise Price

Outstanding at January 1, 2008

   1,253,037     $ 22.02

Granted

   165,875     $ 55.21

Exercised

   (11,763 )   $ 16.33

Forfeited

   (8,362 )   $ 25.87
            

Outstanding at March 31, 2008

   1,398,787     $ 35.12

Exercisable at March 31, 2008

   966,512     $ 19.69

Outstanding at March 31, 2008

   1,398,787     $ 35.12

Granted

   68,500     $ 60.92

Exercised

   (51,436 )   $ 16.94

Forfeited

   —         —  
            

Outstanding at June 30, 2008

   1,415,851     $ 28.00

Exercisable at June 30, 2008

   915,074     $ 19.84

 

Nonvested restricted stock units

   Number of
Restricted
Stock Units
    Weighted-
Average Grant
Date Fair
Value

Nonvested at January 1, 2008

   35,830     $ 34.73

Granted

   3,000     $ 58.08

Vested

   —       $ —  

Forfeited

   (490 )   $ 34.51
            

Nonvested at March 31, 2008

   38,340     $ 36.56

Nonvested at March 31, 2008

   38,340     $ 36.56

Granted

   8,363     $ 65.33

Vested

   (600 )   $ 34.51

Forfeited

   (600 )   $ 46.30
            

Nonvested at June 30, 2008

   45,503     $ 41.74

During 2008, the range of exercise prices for outstanding options was $1.13 to $60.92. During 2008, the weighted average remaining contractual life of options outstanding was 5.8 years. Exercise prices for options exercisable as of June 30, 2008 ranged from $1.13 to $29.14. The Company has also granted 8,363 restricted stock units to its employees at an average price of $65.33.

The Company has issued stock options to employees under stock based compensation plans. Stock options are issued at the current market price, subject to a vesting period, which varies from one to three years. As of June 30, 2008, the Company has not changed the terms of any outstanding awards.

During the six months ended June 30, 2008, the Company recognized compensation cost of $1.68 million and a related deferred tax asset of $0.36 million.

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

As of June 30, 2008, there was $5.4 million of total unrecognized compensation cost related to non-vested stock options and restricted stock units granted under the Plan. The costs are expected to be recognized over a weighted average period of 31 months through 2008-2011.

Total cash received from exercise of options during the six months ended June 30, 2008 amounted to $1.1 million.

For the six month period ended June 30, 2008, the compensation expense related to all options was calculated based on the fair value of each option grant using the binomial distribution model. The Company has never paid cash dividends and does not currently have plans to pay cash dividends, and thus has assumed a 0% dividend yield. Expected volatilities are based on average of implied and historical volatility projected over the remaining term of the options. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rates is based primarily upon historical experience of employee turnover. As individual grant awards become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures. The following weighted-average assumptions were used in the calculation of fair value:

 

     2008     2007  

Fair Value

   $ 18.16     $ 10.03  

Dividend Yield

     0 %     0 %

Expected Volatility

     34.1% - 38.5 %     30.5 - 38.4 %

Weighted Average Volatility

     37.5 %     37.1 %

Risk Free Interest Rate

     1.5% - 3.2 %     4.7 - 5.1 %

Expected Life of Options from Grant

     3.2       3.2  

 

17. COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved in litigation from time to time and has claims against it in connection with matters arising in the ordinary course of business. In the opinion of management, the outcome of these proceedings will not have a material adverse effect on the Company’s operations.

As part of the Share Purchase Agreement related to the October 2005 Polmos Bialystok Acquisition, the Company is required to ensure that Polmos Bialystok will make investments of at least 77.5 million Polish Zloty during the five years after the acquisition was consummated. As of June 30, 2008, the Company has invested 59.4 million Polish Zloty (approximately $28.0 million) in Polmos Bialystok.

Pursuant to the shareholders’ agreement governing the Company’s investment in Copecresto Enterprises Limited, the Company has the right to purchase all (but not less than all) of the shares of Copecresto capital stock held by the other shareholder. The other shareholder has the right to require the Company to purchase any or all of the shares of Copecresto capital stock held by such other shareholder; provided, that such other shareholder may not exercise this right other than in respect of all of the shares of Copecresto capital stock it holds if the amount of Copecresto capital stock subject to such exercise is less than 1% of the total outstanding capital stock of Copecresto.

The Company’s right may be exercised beginning on March 13, 2015 and will terminate on the earliest to occur of (1) the delivery of a notice of default under the shareholders’ agreement, (2) the delivery of a notice of the other shareholder’s exercise of its right in respect of all of the Copecresto capital stock held by such shareholder and (3) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder’s right may be exercised beginning on March 13, 2011 and will terminate on the earliest to occur of (A) the delivery of a notice of default under the shareholders’ agreement, (B) the Company’s exercise of its right and (C) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder also may exercise its right one or more times within the three months following any change in control of the Company or of Bols Sp. z o.o., a subsidiary of the Company.

The aggregate price that the Company would be required to pay in the event either of these rights is exercised will be equal to the product of (x) a fraction, the numerator of which is the total number of shares of capital stock of Copecresto covered by the exercise of the right, and the denominator of which is the total number of shares of capital stock of Copecresto then outstanding, multiplied by (y) the EBITDA of Copecresto from the year immediately preceding the year in which the right is exercised, multiplied by (z) 12, if the right is exercised in 2010 or before, 11, if the right is exercised in 2011, or 10, if the right is exercised in 2012 or later; provided, that in no event will the product of (y) and (z), above, be less than $300,000,000.

The Whitehall Acquisition purchase agreement includes an agreement that if the average daily closing price of the Company’s common stock during the 20-trading day period ending on the date that is six months after the closing date (the “Average Market Price”) is less than $51.32 (a per share valuation based on an averaging formula agreed upon among the parties) (the “Minimum Share Price”), the Company will be required to pay the Seller an amount equal to the difference between the Minimum Share Price and the Average Market Price per share multiplied by the number of shares of common stock issued by the Company as part of the consideration. If during the 90-day period following the six-month anniversary of the closing date, the Seller sells any of the common stock included in the consideration for an average sales price that is less than the Minimum Price, the Company will be required to pay the Trustee an amount equal to the difference between the Minimum Share Price and the average market price per share multiplied by the number of shares of Company common stock sold by the Seller.

As part of the Whitehall Acquisition, the Company entered into a shareholders’ agreement with the other shareholder pursuant to which the Company has the right to purchase, and the other shareholder has the right to require the Company to purchase, all (but not less than all) of the shares of Whitehall capital stock held by such shareholder. Either of these rights may be exercised at any time, subject, in certain circumstances, to the consent of third parties. The aggregate price that the Company would be required to pay in the event either of these rights is exercised will fall within a range, determined based on Whitehall’s EBIT as well as the EBIT of certain related businesses, during two separate periods: (1) the period from January 1, 2008 through the end of the year in which the right is exercised, and (2) the two full financial years immediately preceding the end of the year in which the right is exercised. Subject to certain limited exceptions, the exercise price will be (A) no less than the future value as of the date of exercise of $42.7 million, and (B) no more than the future value as of the date of exercise of $99.7 million.

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

18. RELATED PARTY TRANSACTION

In January of 2005, the Company entered into a rental agreement for a facility located in northern Poland, which is 33% owned by the Company’s Chief Operating Officer. The monthly rent to be paid by the Company for this location is approximately $16,300 per month and relates to facilities to be shared by two subsidiaries of the Company.

During the six months of 2008, the Company made sales to a restaurant which is partially owned by the Chief Executive Officer of the Company. All sales were made on normal commercial terms, and total sales for the six months ended June 30, 2008 and 2007 were approximately $38,000 and $58,000.

 

19. SUBSEQUENT EVENTS

On May 22, 2008, the Company entered into an Investment Commitment Letter and agreed to the forms of certain other agreements with Lion Capital LLP and certain of Lion’s affiliates (collectively “Lion”) in connection with the Company’s commitment to make certain debt and equity investments with Lion in a newly-formed special purpose vehicle for the purpose of acquiring all of the outstanding equity of the Russian Alcohol Group (“RAG”). On June 18, 2008, the Company amended and restated the Investment Commitment Letter and agreed to revised forms of other agreements with Lion relating to the transactions. On July 9, 2008, the Company completed the Investments (as defined below) and (1) paid $181.5 million for approximately 47.5% of the common equity of a newly formed Cayman Islands company (“Cayco,” and such transaction the “Equity Investment”) which indirectly acquired all of the outstanding equity of RAG (the “Acquisition”), and (2) purchased $103.5 million in subordinated exchangeable loan notes (the “Notes”) issued by a subsidiary of Cayco and exchangeable into equity of Cayco (together with the Equity Investment, the “Investments”). Lion and affiliates of Goldman, Sachs & Co. own the remaining common equity of Cayco, and certain of the current owners and management of RAG made a minority equity investment in a subsidiary of Cayco. The Company’s effective, indirect equity stake in RAG following the Acquisition is approximately 42%. Lion has a continuing interest in the equity returns on the Company’s Equity Investment. The Investment Commitment Letter also gives the Company certain approval rights over the terms of any refinancing of RAG’s debt that may be entered into by Lion.

On July 8, 2008, the Company entered into a Shareholders’ Agreement with certain affiliates of Lion and with Cayco to establish the parties’ rights, duties and obligations with respect to their equity investments in Cayco. An indirect subsidiary of Cayco (“Lion Lux”) issued the Notes to the Company pursuant to an Instrument by way of Deed made by Cayco, Lion Lux and an 88.4%-owned direct subsidiary of Cayco that is the indirect parent of Lion Lux.

In connection with the Company’s investment in the Russian Alcohol Group, Cayco has the right to require the Company to purchase all, but not some, of the capital stock of Cayco Sub held by Cayco (the “Put Option”). The Put Option will be exercisable during the 2010 Period and the 2011 Period and will expire one day after the end of the 2011 Period, and will be extended if the Call Option is extended to the 2012 Period. The price at which the Company must purchase such capital stock (the “Put Option Price”) will be equal to the Russian Alcohol Group’s adjusted equity value for the relevant period, determined based on EBITDA multiplied by the product of (a) Cayco’s ownership percentage in Cayco Sub and (b)(i) 14.05, if the Put Option is exercised during the 2010 Period, (ii) 13.14, if the Put Option is exercised during the 2011 Period, or (iii) 12.80, if the Put Option is exercised during the 2012 Period , less debt plus certain adjustments for cash and working capital. The Put Option may not be exercised unless the minimum adjusted EBITDA exceeds a certain agreed value in each period.

On July 2, 2008, the Company entered into a Facility Agreement with Bank Handlowy w Warszawie S.A., which provided for a term loan facility of $40 million. The term loan bears interest at a rate equal to the London Interbank Rate plus a margin of 2.50% per annum. The term loan is guaranteed by CEDC, Carey Agri and the certain other subsidiaries of the Company and is secured by all of the shares of capital stock of Carey Agri and subsequently will be further secured by shares of capital stock in certain other subsidiaries of CEDC.

 

20. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with early adoption permitted. The Company has implemented certain provisions of this pronouncement and is not expecting any material impact that the full implementation of SFAS 157 would have on the consolidated financial statements when adopted.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial

 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

 

instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for our Company from January 1, 2008. The implementation of SFAS 159, did not have any material impact on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141-R, “Business Combinations”. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, which are business combinations in the year ending December 31, 2009 for the Company. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects.

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, which for the Company is the year ending December 31, 2009 and the interim periods within the fiscal year. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. We are in the process of evaluating the new disclosure requirements under SFAS 160.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of SFAS No. 133”. SFAS 161 seeks to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. To achieve this increased transparency, SFAS 161 requires (1) the disclosure of the fair value of derivative instruments and gains and losses in a tabular format; (2) the disclosure of derivative features that are credit risk-related; and (3) cross-referencing within the footnotes. SFAS 161 is effective for us on January 1, 2009. We are in the process of evaluating the new disclosure requirements under SFAS 161.

In May 2008, the FASB issued FSP APB 14-1, which impacts the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements. FSP APB 14-1 will impact the accounting associated with our $310.0 million senior convertible notes. This FSP will require us to recognize additional non-cash interest expense based on the market rate for similar debt instruments without the conversion feature. Furthermore, it requires recognizing interest expense in prior periods pursuant to the retrospective accounting treatment. FSP APB 14-1 will become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable. We are currently evaluating the impact on our financial statements of applying the provisions of FSP APB 14-1.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

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 appearing elsewhere in this report.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information.

This report contains forward-looking statements, which provide our current expectations or forecasts of future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, but the absence of these words does not necessarily mean that a statement is not forward-looking. Those forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include, without limitation:

 

   

information concerning possible or assumed future results of operations, trends in financial results and business plans, including those relating to earnings growth and revenue growth, liquidity, prospects, strategies and the industry in which the Company and its subsidiaries operate;

 

   

statements about the level of our costs and operating expenses relative to the Company revenues, and about the expected composition of the Company’s revenues;

 

   

statements about consummation and integration of the Company’s acquisitions, including future acquisitions the Company may make;

 

   

information about the impact of Polish regulations on the Company business;

 

   

other statements about the Company’s plans, objectives, expectations and intentions; and

 

   

other statements that are not historical facts.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, the development of the industry in which we operate, and the effects of acquisitions on us may differ materially from those anticipated in or suggested by the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

We urge you to read and carefully consider the items of the other reports that we have filed with or furnished to the SEC for a more complete discussion of the factors and risks that could affect us and our future performance and the industry in which we operate, including the risk factors described in the Company’s Annual Report on Form 10-K for the year ended, December 31, 2007 filed with the SEC on February 29, 2008 and the Company’s Form 8-K filed with the SEC on June 18, 2008. In light of these risks, uncertainties and assumptions, the forward-looking events described in this report may not occur as described, or at all.

You should not unduly rely on these forward-looking statements, because they reflect our judgment only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this report, or to reflect on the occurrence of unanticipated events. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this report.

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 found elsewhere in this report.

Overview

We are the largest vodka producer by value and volume in Poland, and one of the largest producers of vodka in the world. We produced and sold over 9.3 million nine-liter cases of vodka in 2007 in the four main vodka segments in Poland: top premium, premium, mainstream and economy. In addition, in our Bols plant, we produce the top selling vodka in Hungary, Royal Vodka, which we distribute through our Hungarian subsidiary, Bols Hungary.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

In March 2008, we closed our acquisition of 85% of the capital stock of the Parliament Group in Russia which owns various alcoholic beverage production and distribution assets, including the Parliament vodka brand. Parliament vodka is a top selling premium vodka brand in Russia. Parliament is expected to reach sales of over 3 million 9 liter cases in 2008. Parliament provides us our first platform in Russia where we can not only grow the Parliament brand domestically, but also add import brands into the mix, thereby leveraging the existing structure to take advantage of the premiumization of alcohol consumption taking place in the Russian market. In May 2008, we closed our acquisition of a 75% economic stake in the Whitehall Group in Russia which is a leading importer of premium spirits in Russia. For the three months ended June 30, 2008, the results from operations include approximately one month of activity related to the Whitehall Group.

The below results do not include any impact of the investment in Russian Alcohol as the transaction was completed in July 2008.

Results of Operations:

Three months ended June 30, 2008 compared to three months ended June 30, 2007

A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.

PROFIT AND LOSS

 

      Three months ended  
     June 30, 2008     June 30, 2007  
    

Sales

   $ 542,845     $ 334,150  

Excise taxes

     (121,543 )     (65,515 )

Net Sales

     421,302       268,635  

Cost of goods sold

     317,564       213,081  
                

Gross Profit

     103,738       55,554  
                

Operating expenses

     60,895       30,405  
                

Operating Income

     42,843       25,149  
                

Non operating income / (expense), net

    

Interest (expense), net

     (13,297 )     (8,305 )

Other financial income / (expense), net

     32,000       9,837  

Other non operating income / (expense), net

     (282 )     (1,670 )
                

Income before taxes

     61,264       25,011  
                

Income tax expense

     12,868       4,714  

Minority interests

     2,491       326  

Equity in net earnings of MHWH Limited

     902       —    
                

Net income

   $ 46,807     $ 19,971  
                

Net income per share of common stock, basic

   $ 1.10     $ 0.50  
                

Net income per share of common stock, diluted

   $ 1.08     $ 0.49  
                

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

Net Sales

Net sales represent total sales net of all customer rebates, excise tax on production and exclusive imports and value added tax. Total net sales increased by approximately 56.9%, or $152.7 million, from $268.6 million for the three months ended June 30, 2007 to $421.3 million for the three months ended June 30, 2008. This increase in sales is due to the following factors:

 

Net Sales for three months ended June 30, 2007

   $ 268,635  

Increase from acquisitions

     88,282  

Existing business sales growth

     15,307  

Excise tax reduction

     (28,554 )

Impact of foreign exchange rates

     77,632  
        

Net sales for three months ended June 30, 2008

   $ 421,302  

Factors impacting our existing business sales for the three months ending June 30, 2008 include the growth of our key vodka brands, with Bols Vodka, our flagship premium vodka, growing by 13% in volume terms as compared to the three months ending June 30, 2007. Sales of our exclusive import brands in U.S Dollars grew by 45% in value terms for the three months ending June 30, 2008 as compared to the same period in 2007.

As of January 2008, sales of products which we produce at Polmos Bialystok and Bols to certain key accounts were moved from our distribution companies to the producer, Polmos Bialystok and Bols in order to reduce distribution costs. When a sale is reported directly from a producer, excise tax is eliminated from net sales and when a sale is made from a distribution company the sales are recorded gross with excise tax. Therefore the movement of the sales contracts from a distributor to the producer reduces the amount of net sales reported through the elimination of excise tax and also increases gross profit as a percent of sales. The impact of this sales reduction for the three months ended June 30, 2008 was $28.6 million.

Based upon average exchange rates for the three months ended June 30, 2008 and June 30, 2007, the Polish Zloty appreciated by approximately 22%. This resulted in an increase of $77.6 million of sales in U.S. Dollar terms.

As a result of our recent acquisitions in Russia, we have moved to a segmental approach to our business split by our primary geographic locations of operations, Poland, Russia and Hungary. Included in the sales growth from acquisitions of $88.3 million was $62.3 million of sales related to the newly acquired Russian businesses of Parliament and Whitehall, which is reflected in our Russian Segment in the below table.

 

     Three months ended
June 30,
     2008    2007

Segment

     

Poland

   349,736    261,365

Russia

   62,347    —  

Hungary

   9,219    7,270
         

Total Net Sales

   421,302    268,635

Gross Profit

Total gross profit increased by approximately 86.5%, or $48.1 million, to $103.7 million for the three months ended June 30, 2008, from $55.6 million for the three months ended June 30, 2007, reflecting sales growth for the factors noted above in the three months ended June 30, 2008. Gross margin increased from 20.7% of net sales for the three months ended June 30, 2007 to 24.6% of net sales for the three months ended June 30, 2008. The primary factor resulting in the improved margin was the inclusion of the

 

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OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

newly acquired businesses in Russia, Parliament and Whitehall, which, as producers and importers, operate on a higher gross profit margin than the Polish business, which is more significantly impacted by lower margin distribution operations. Margins were further improved from lower spirit pricing for the three months ended June 30, 2008 as well as the growth of the exclusive import brands.

Operating Expenses

Operating expenses consist of selling, general and administrative, or “S,G&A” expenses, advertising expenses, non-production depreciation and amortization, and provision for bad debts. Total operating expenses increased by approximately 100.3%, or $30.5 million, from $30.4 million for the three months ended June 30, 2007 to $60.9 million for the three months ended June 30, 2008. Approximately $2.4 million of this increase resulted primarily from the effects of the acquisition of PHS in July 2007, approximately $10.7 million of this increase resulted from the effects of the acquisition of Parliament in March 2008, approximately $3.6 million of this increase resulted from the effects of the acquisition of the Whitehall Group and the remainder of the increase resulted primarily from the growth of the business and the impact of foreign exchange expenses as detailed below.

 

Operating expenses for three months ended June 30, 2007

   $ 30,405

Increase from acquisitions

     16,650

Increase from existing business growth

     4,136

Impact of foreign exchange rates

     9,704
      

Operating expenses for three months ended June 30, 2008

   $ 60,895

The table below sets forth the items of operating expenses.

 

     Three Months Ended
June 30,
     2008    2007
     ($ in thousands)

S,G&A

   $ 45,057    $ 24,537

Marketing.

     12,841      4,168

Depreciation and amortization

     2,997      1,700
             

Total operating expense

   $ 60,895    $ 30,405

S,G&A consists of salaries, warehousing and transportation costs, administrative expenses and bad debt expense. S,G&A increased by approximately 84.1%, or $20.6 million, from $24.5 million for the three months ended June 30, 2007 to $45.1 million for the three months ended June 30, 2008. Approximately $16.7 million of this increase resulted primarily from the effects of the acquisitions discussed above and the remainder of the increase resulted primarily from the growth of the business and the appreciation of the Polish Zloty against the U.S. Dollar. As a percent of sales, S,G&A has increased from 9.1% of net sales for the three months ended June 30, 2007 to 10.7% of net sales for the three months ended June 30, 2008.

Depreciation and amortization increased by approximately 76.5%, or $ 1.3 million, from $1.7 million for the three months ended June 30, 2007 to $3.0 million for the three months ended June 30, 2008. This increase resulted primarily from our existing business growth and the acquisition of Parliament and Whitehall.

Operating Income

Total operating income increased by approximately 70.5%, or $17.7 million, from $25.1 million for the three months ended June 30, 2007 to $42.8 million for the three months ended June 30, 2008. This increase resulted primarily from the factors described under “Net Sales” above. The table below summarizes the segmental split of operating profit.

 

     Three months ended
June 30,
 
     2008     2007  

Segment

    

Poland

   29,516     25,551  

Russia

   14,292     —    

Hungary

   1,406     1,147  

Corporate Overhead

    

General corporate overhead

   (1,459 )   (1,064 )

Option Expense

   (912 )   (485 )
            

Total Operating Profit

   42,843     25,149  

 

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OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

Income Tax

Our effective tax rate for the three months ending June 30, 2008 was 21.0%, which represents an increase of 2.2% over our historical effective tax rates due to the influence of the newly acquired Russian business. The statutory income tax rate in Russia is 24% as compared to 19% in Poland.

Non Operating Income and Expenses

Total interest expense increased by approximately 60.2%, or $5.0 million, from $8.3 million for the three months ended June 30, 2007 to $13.3 million for the three months ended June 30, 2008. This increase resulted from a combination of additional borrowings to finance the purchase of Polmos Bialystok shares completed in June 2007, the issuance of our Convertible Senior Notes to finance the Parliament acquisition and the Whitehall acquisition and increased interest rates in 2008 as compared to 2007.

The Company recognized $31.0 million of unrealized foreign exchange rate gain in the three months ended June 30, 2008, primarily related to the impact of movements in exchange rates on our Senior Secured and Senior Convertible Notes, as compared to $9.5 million for the three months ended June 30, 2007.

Six months ended June 30, 2008 compared to six months ended June 30, 2007

A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.

 

     Six months ended  
     June 30, 2008     June 30, 2007  

Sales

   $ 950,926     $ 623,146  

Excise taxes

     (216,004 )     (126,296 )

Net Sales

     734,922       496,850  

Cost of goods sold

     564,968       394,978  
                

Gross Profit

     169,954       101,872  
                

Operating expenses

     101,643       57,807  
                

Operating Income

     68,311       44,065  
                

Non operating income / (expense), net

    

Interest (expense), net

     (24,825 )     (16,954 )

Other financial income, net

     41,103       (5,562 )

Other non operating income / (expense), net

     (142 )     (2,014 )
                

Income before taxes

     84,447       19,535  
                

Income tax expense

     17,266       3,685  

Minority interests

     2,744       1,055  

Equity in net earnings of affiliates

     902       0  
                

Net income

   $ 65,339     $ 14,795  
                

Net income per share of common stock, basic

   $ 1.57     $ 0.37  
                

Net income per share of common stock, diluted

   $ 1.54     $ 0.37  
                

 

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OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

Net Sales

Total net sales increased by approximately 47.9%, or $238.0 million, from $496.9 million for the six months ended June 30, 2007 to $734.9 million for the six months ended June 30, 2008. This increase in sales is due to the following factors:

 

Net Sales for six months ended June 30, 2007

   $ 496,850  

Increase from acquisitions

     114,625  

Existing business sales growth

     31,377  

Excise tax reduction

     (43,582 )

Impact of foreign exchange rates

     135,652  
        

Net sales for six months ended June 30, 2008

   $ 734,922  

Factors impacting our existing business sales for the six months ending June 30, 2008 include the growth of our key vodka brands, with Bols Vodka, our flagship premium vodka, growing by 15% in volume terms as compared to the six months ending June 30, 2007. Sales of our exclusive import brands in U.S Dollars grew by 44% in value terms for the six months ending June 30, 2008 as compared to the same period in 2007.

As of January 2008, sales of products which we produce at Polmos Bialystok and Bols to certain key accounts were moved from our distribution companies to the producer, Polmos Bialystok and Bols in order to reduce distribution costs. When a sale is reported directly from a producer, excise tax is eliminated from net sales and when a sale is made from a distribution company the sales are recorded gross with excise tax. Therefore the movement of the sales contracts from a distributor to the producer reduces the amount of net sales reported through the elimination of excise tax and also increases gross profit as a percent of sales. The impact of this sales reduction for the six months ended June 30, 2008 was $43.6 million.

Based upon average exchange rates for the six months ended June 30, 2008 and 2007, the Polish Zloty appreciated by approximately 27%. This resulted in an increase of $135.7 million of sales in U.S. Dollar terms.

As a result of our recent acquisitions in Russia, we have moved to a segmental approach to our business split by our primary geographic locations of operations, Poland, Russia and Hungary. Included in the sales growth from acquisitions of $114.6 million was $69.6 million of sales related to the newly acquired Russian businesses of Parliament and Whitehall, which is reflected in our Russian Segment in the below table.

 

     Six months ended
June 30,
     2008    2007

Segment

     

Poland

   647,126    482,543

Russia

   69,572    —  

Hungary

   18,224    14,307
         

Total Net Sales

   734,922    496,850

 

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OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

Gross Profit

Total gross profit increased by approximately 66.8%, or $68.1 million, to $170.0 million for the six months ended June 30, 2008, from $101.9 million for the six months ended June 30, 2007, reflecting sales growth for the factors noted above in the six months ended June 30, 2008. Gross margin increased from 20.5% of net sales for the six months ended June 30, 2007 to 23.1% of net sales for the six months ended June 30, 2008. Factors impacting our margins include improved sales mix, lower spirit costs, the impact of excise tax as described above as well as the consolidation of Parliament and Whitehall from the first quarter and second quarter of 2008 respectively. Parliament and Whitehall which, as producer and importer, operate on a higher gross profit margin than the Polish business, which is more heavily impacted by lower margin distribution operations. Margins were further improved from lower spirit pricing for the three months ended June 30, 2008 as well as the growth of the exclusive import brands.

Operating Expenses

Total operating expenses increased by approximately 75.8%, or $43.8 million, from $57.8 million for the six months ended June 30, 2007 to $101.6 million for the six months ended June 30, 2008. Approximately $4.4 million of this increase resulted primarily from the effects of the acquisition of PHS in July 2007, approximately $13.0 million of this increase resulted from the effects of the acquisition of Parliament in March 2008, approximately $3.6 million of this increase resulted from the effects of the acquisition of the Whitehall Group and the remainder of the increase resulted primarily from the growth of the business and the impact of foreign exchange expenses as detailed below.

 

Operating expenses for six months ended June 30, 2007

   $ 57,807

Increase from acquisitions

     21,027

Increase from existing business growth

     6,139

Impact of foreign exchange rates

     16,670
      

Operating expenses for six months ended June 30, 2008

   $ 101,643

The table below sets forth the items of operating expenses.

 

     Six Months Ended
June 30,
     2008    2007
     ($ in thousands)

S,G&A

   $ 77,865    $ 47,562

Marketing.

     18,663      6,715

Depreciation and amortization

     5,115      3,530
             

Total operating expense

   $ 101,643    $ 57,807

S,G&A increased by approximately 63.7%, or $30.3 million, from $47.6 million for the six months ended June 30, 2007 to $77.9 million for the six months ended June 30, 2008. Approximately $20.2 million of this increase resulted primarily from the effects of the acquisitions discussed above and the remainder of the increase resulted primarily from the growth of the business and the appreciation of the Polish Zloty against the U.S. Dollar. As a percent of sales, S,G&A has increased from 9.6% of net sales for the six months ended June 30, 2007 to 10.6% of net sales for the six months ended June 30, 2008.

Depreciation and amortization increased by approximately 45.7%, or $ 1.6 million, from $3.5 million for the six months ended June 30, 2007 to $5.1 million for the six months ended June 30, 2008. This increase resulted primarily from our existing business growth and the acquisitions of Parliament and Whitehall.

 

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OPERATIONS

Amounts in tables expressed in thousands, except per share information

 

Operating Income

Total operating income increased by approximately 54.9%, or $24.2 million, from $44.1 million for the six months ended June 30, 2007 to $68.3 million for the six months ended June 30, 2008. This increase resulted primarily from the factors described under “Net Sales” above. The table below summarizes the segmental split of operating profit.

 

     Six months ended
June 30,
 
     2008     2007  

Segment

    

Poland

   53,665     44,676  

Russia

   15,949     —    

Hungary

   2,810     2,319  

Corporate Overhead

    

General corporate overhead

   (2,435 )   (1,983 )

Option Expense

   (1,678 )   (947 )
            

Total Operating Profit

   68,311     44,065  

Income Tax

Our effective tax rate for the six months ending June 30, 2008 was 20.4%, which is the driven by the blended statutory tax rates rate of 19% in Poland and 24% in Russia

Non Operating Income and Expenses

Total interest expense increased by approximately 45.9%, or $7.8 million, from $17.0 million for the six months ended June 30, 2007 to $24.8 million for the six months ended June 30, 2008. This increase resulted from a combination of additional borrowings to finance the purchase of Polmos Bialystok shares completed in June 2007, the issuance of our Convertible Senior Notes to finance the Parliament acquisition and the Whitehall acquisition and increased interest rates in 2008 as compared to 2007.

The Company recognized $40.0 million of unrealized foreign exchange rate gain in the six months ended June 30, 2008, related to the impact of movements in exchange rates on our Senior Secured and Senior Convertible Notes, as compared to $6.2 million for the six months ended June 30, 2007.

Liquidity and Capital Resources

The company has funded the $285 million investment in the Russian Alcohol Group, which was completed in July 2008, through the proceeds of the equity offering closed on June 30, 2008 and additional borrowings described in more detail below. The Company’s remaining uses of cash in the future will be to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions. The Company expects to fund these requirements in the future with cash flows from its operating activities, cash on hand, the financing arrangements described below, and other arrangements we may enter into from time to time.

Financing Arrangements

Existing Credit Facilities

As of June 30, 2008, $87.1 million remained available under the Company’s overdraft facilities. These overdraft facilities are renewed on an annual basis.

As of June 30, 2008, the Company had utilized approximately $141.5 million of a multipurpose credit line agreement in connection with the 2007 tender offer in Poland to purchase the remaining outstanding shares of Polmos Bialystok S.A. The Company’s obligations under the credit line agreement are guaranteed through promissory notes by certain subsidiaries of the Company. The indebtedness under the credit line agreement bears interest at a rate equal to the one month Warsaw Interbank Rate plus a margin of 1.2% and matures on March 31, 2009.

 

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Amounts in tables expressed in thousands, except per share information

 

On April 24, 2008, the Company signed a credit agreement with Bank Zachodni WBK SA in Poland to provide up to $50 million of financing to be used to finance a portion of the Parliament and Whitehall acquisition, as well as general working capital needs of the Company. The agreement provides for a $30 million five year amortizing term facility and a one year $20 million short term facility with annual renewal. The facilities bear interest at 6 month LIBOR plus 1.65% for the five year facility and 1.45% for the short term facility.

Additional Credit Agreements

On July 2, 2008, the Company entered into a Facility Agreement with Bank Handlowy w Warszawie S.A., which provided for a term loan facility of $40 million. The term loan bears interest at a rate equal to the London Interbank Rate plus a margin of 2.50% per annum. The term loan is guaranteed by the Company, Carey Agri and certain other subsidiaries of the Company and is secured by all of the shares of capital stock of Carey Agri and subsequently will be further secured by shares of capital stock in certain other subsidiaries of the Company.

Senior Secured Notes

In connection with the Bols and Polmos Bialystok acquisitions, on July 25, 2005 the Company completed the issuance of €325 million 8% Senior Secured Notes due 2012 (the “Notes”). Interest is due semi-annually on the 25th of January and July, and the Notes are guaranteed on a senior basis by certain of the Company’s subsidiaries. The Indenture governing our Notes contains certain restrictive covenants, including covenants limiting the Company’s ability to: make certain payments, including dividends or other distributions, with respect to the share capital of the parent or its subsidiaries; incur or guarantee additional indebtedness or issue preferred stock; make certain investments; prepay or redeem subordinated debt or equity; create certain liens or enter into sale and leaseback transactions; engage in certain transactions with affiliates; sell assets or consolidate or merge with or into other companies; issue or sell share capital of certain subsidiaries; and enter into other lines of business.

During the three months ending March 31, 2008, the Company purchased €9.8 million of it outstanding Senior Secured Notes back on the open market and retired this debt as of March 31, 2008.

Convertible Senior Notes

On March 7, 2008, the Company completed the issuance of $310 million of 3% Convertible Senior Notes due 2013 (the “Convertible Notes”). Interest is due semi-annually on the 15th of March and September, beginning on September 15, 2008. The Convertible Senior Notes are convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principle amount, subject to certain adjustments. Upon conversion of the Convertible Notes, the Company will deliver cash up to the aggregate principle amount of the Convertible Notes to be converted and, at the election of the Company, cash or shares of common stock in respect to the remainder, if any, of the conversion obligation.

The proceeds from the Convertible Notes were used to fund the cash portion of the acquisition of 85% of the capital stock of the Parliament Group and 75% of the economic interest in the Whitehall Group.

Equity Issuance

On March 11, 2008, the Company and certain of its affiliates entered into a Share Sale and Purchase Agreement and certain other agreements with White Horse Intervest Limited, a British Virgin Islands Company, and certain of White Horse’s affiliates, relating to the Company’s acquisition from White Horse of 85% of the share capital of Copecresto Enterprises Limited, a Cypriot company, owner of the Parliament group. In connection with this acquisition, the Company paid a consideration of approximately $180 million in cash and 2.2 million shares of common stock. According to the agreement the shares are to remain locked up and can not be sold for a period of one year from closing, subject to certain limited exceptions.

On May 23, 2008, the Company and certain of its affiliates entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 75% of the economic interests in the Whitehall Group. The Whitehall Group is a leading importer of premium spirits and wines in Russia. The aggregate consideration paid by the Company was $200 million, paid in cash at the closing. In addition the Company is to issue approximately 838,000 shares of its common stock and pay €16.05 million payable on the first anniversary of the closing.

 

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Amounts in tables expressed in thousands, except per share information

 

On June 25, 2008, the Company completed a public offering of 3,250,000 shares of common stock, at an offering price to the public of $68.00 per share. In addition, pursuant to the terms of the offering the underwriters exercised their over-allotment option for an additional 325,000 shares. The net proceeds from the offering, including the sale of shares in accordance with the over-allotment option, was $233.8 million, after deducting underwriting discounts and commissions and estimated offering expenses. The majority of the proceeds of the equity offering were used to fund a portion of the Company’s investment in the Russian Alcohol Group.

Statement of Liquidity and Capital Resources

During the periods under review, the Company’s primary sources of liquidity were cash flows generated from operations, credit facilities, the equity offerings, the Convertible Senior Notes offering and proceeds from options exercised. The Company’s primary uses of cash were to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions. The following table sets forth selected information concerning the Company’s consolidated cash flow during the periods indicated.

 

     Six months ended
June 30, 2008
    Six months ended
June 30, 2007
 
     ($ in thousands)  

Cash flow from operating activities

   $ 50,154     $ 20,045  

Cash flow from investing activities

   $ (369,553 )   $ (140,312 )

Cash flow from financing activities

   $ 573,121     $ 62,961  

Net cash flow from operating activities

Net cash flow from operating activities represents net cash from operations and interest. Net cash provided by operating activities for the six months ended June 30, 2008 was $50.2 million as compared to $20.0 million for the six months ended June 30, 2007. The primary driver for this change was working capital movements. Working capital movements utilized $11.2 million of cash inflows for the six months ended June 30, 2008 as compared to $1.5 million of cash outflows for the six months ended June 30, 2007. The primary drivers for the change in working capital movements were higher collection of accounts receivables and reduced excise tax payments in 2008 as compared to 2007. In 2007, the Company shipped product earlier into the market than in prior years, thus increasing excise payments in 2007, which provided a cash flow benefit during the first quarter of 2008.

Net cash flow used in investing activities

Net cash flows used in investing activities represent net cash used to acquire subsidiaries and fixed assets as well as proceeds from sales of fixed assets. Net cash used in investing activities for the six months ended June 30, 2008 was $369.6 million as compared to $140.3 million for the six months ended June 30, 2007. The primary cash outflows from investing activities for the six months ended June 30, 2008 were the cash consideration and expenses related to the Parliament and Whitehall acquisitions.

Net cash flow from financing activities

Net cash flow from financing activities represents cash used for servicing indebtedness, borrowings under credit facilities and cash inflows from private placements and exercise of options. Net cash provided by financing activities was $573.1 million for the six months ended June 30, 2008 as compared to $63.0 million for the six months ended June 30, 2007. The primary source of cash from financing activities was the Company’s offering of $310 million of Convertible Secured Notes to fund the Parliament and Whitehall acquisition, which resulted in net proceeds of $304.4 million, and the proceeds from the common equity offering of $233.8 million, which were used to fund the investment in the Russian Alcohol Group, completed in July 2008.

The Company’s Future Liquidity and Capital Resources

The Company’s primary uses of cash in the future will be to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions. The Company expects to fund these requirements in the future with cash flows from its operating activities, cash on hand, the financing arrangements described above and other financing arrangements it may enter into from time to time.

 

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Amounts in tables expressed in thousands, except per share information

 

Acquisitions – Purchase/Sale Rights

On March 13, 2008, the Company acquired 85% of the share capital of Copecresto Enterprises Limited, a producer and distributor of beverages in Russia, for $180,335,257 in cash and 2,238,806 shares of the Company’s common stock. In addition, on May 23, 2008, the Company’s subsidiary, Polmos Bialystok, closed on its acquisition of 50% minus one vote of the voting power and 75% of the economic interests in the Whitehall Group, a leading importer of premium spirits and wines in Russia, for $200 million in cash and the obligation to issue approximately 838,000 shares of common stock and to make an additional cash payment of €16.05 million on the first anniversary of the acquisition. Finally, on July 9, 2008, the Company closed on its acquisition of approximately 47.5% of the common equity of a Cayman Islands company, referred to as Cayco for approximately $181.5 million in cash, and purchased $103.5 million in subordinated exchangeable loan notes from a subsidiary of Cayco. Lion Capital LLP and affiliates of Goldman Sachs & Co. own the remaining common equity of Cayco, which indirectly own approximately 88.4% of the outstanding equity of the Russian Alcohol Group. The Russian Alcohol Group, also referred to as “RAG,” is the leading vodka producer in Russia. The Company entered into shareholders’ agreements with the other shareholders of Copecresto, Whitehall and RAG, respectively, that include purchase and sale rights relating to the Company’s potential acquisition of the equity interests in these entities that are owned by the other shareholders thereof. The exercise of these rights could affect the Company’s liquidity.

Copecresto Acquisition

Pursuant to the Copecresto shareholders’ agreement, the Company has the right to purchase all (but not less than all) of the shares of Copecresto capital stock held by the other shareholder. The other shareholder has the right to require the Company to purchase any or all of the shares of Copecresto capital stock held by such other shareholder; provided, that such other shareholder may not exercise this right other than in respect of all of the shares of Copecresto capital stock it holds if the amount of Copecresto capital stock subject to such exercise is less than 1% of the total outstanding capital stock of Copecresto.

The Company’s right may be exercised beginning on March 13, 2015 and will terminate on the earliest to occur of (1) the delivery of a notice of default under the shareholders’ agreement, (2) the delivery of a notice of the other shareholder’s exercise of its right in respect of all of the Copecresto capital stock held by such shareholder and (3) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder’s right may be exercised beginning on March 13, 2011 and will terminate on the earliest to occur of (A) the delivery of a notice of default under the shareholders’ agreement, (B) the Company’s exercise of its right and (C) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder also may exercise its right one or more times within the three months following any change in control of the Company or of Bols Sp. z o.o., a subsidiary of the Company.

The aggregate price that the Company would be required to pay in the event either of these rights is exercised will be equal to the product of (x) a fraction, the numerator of which is the total number of shares of capital stock of Copecresto covered by the exercise of the right, and the denominator of which is the total number of shares of capital stock of Copecresto then outstanding, multiplied by (y) the EBITDA of Copecresto from the year immediately preceding the year in which the right is exercised, multiplied by (z) 12, if the right is exercised in 2010 or before, 11, if the right is exercised in 2011, or 10, if the right is exercised in 2012 or later; provided, that in no event will the product of (y) and (z), above, be less than $300,000,000.

Whitehall Acquisition

Pursuant to the Whitehall shareholders’ agreement, Polmos Bialystok has the right to purchase, and the other shareholder has the right to require Polmos Bialystok to purchase, all (but not less than all) of the shares of Whitehall capital stock held by such shareholder. Either of these rights may be exercised at any time, subject, in certain circumstances, to the consent of third parties. The aggregate price that the Company would be required to pay in the event either of these rights is exercised will fall within a range determined based on Whitehall’s EBIT as well as the EBIT of certain related businesses, during two separate periods: (1) the period from January 1, 2008 through the end of the year in which the right is exercised, and (2) the two full financial years immediately preceding the end of the year in which the right is exercised. Subject to certain limited exceptions, the exercise price will be (A) no less than the future value as of the date of exercise of $42.7 million and (B) no more than the future value as of the date of exercise of $99.7 million.

Russian Alcohol Group Acquisition

Pursuant to the RAG shareholders’ agreement, the Company has the right to purchase, and Cayco has the right to require the Company to purchase, all (but not less than all) of the outstanding capital stock of a majority-owned subsidiary of Cayco held by Cayco, which in either case would give the Company indirect control over RAG. These rights may be exercised at various times as set forth in the shareholders’ agreement.

The price the Company would be required to pay in the event either of these rights is exercised will be equal to the adjusted equity value of RAG, determined based on EBITDA multiplied by the product of Cayco’s ownership percentage and 14.05, 13.14, or 12.80, depending on when the right is exercised, less the debt of RAG plus certain adjustments for cash and working capital. That price, however, in the case of the Company’s right, is subject to a floor equal to the total amount invested by Lion Capital in Cayco multiplied by 2.05 or 2.20, depending on when the right is exercised (in either case less any dividends or distributions actually received). RAG has indebtedness in place that, following any exercise of the RAG purchase or sale right described above, would continue to be serviced in accordance with its terms or refinanced or retired. The current amount of such indebtedness is approximately $170 million. In the event that the Company elects to refinance or retire this indebtedness, or acquire the capital stock of Copecresto, Whitehall or Cayco’s subsidiary pursuant to the rights described above, such transactions may be financed through additional sources of debt or equity funding.

Effects of Inflation and Foreign Currency Movements

Inflation in Poland is projected at 4.0% for 2008, compared to actual inflation of 2.5% in 2007.

Substantially all of Company’s operating cash flows and assets are denominated in Polish Zloty, Russian Ruble and Hungarian Forint. This means that the Company is exposed to translation movements both on its balance sheet and income statement. The impact

 

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Amounts in tables expressed in thousands, except per share information

 

on working capital items is demonstrated on the cash flow statement as the movement in exchange on cash and cash equivalents. The impact on the income statement is by the movement of the average exchange rate used to restate the income statement from Polish Zloty and Hungarian Forint to U.S. Dollars. The amounts shown as exchange rate gains or losses on the face of the income statement relate only to realized gains or losses on transactions that are not denominated in Polish Zloty or Hungarian Forint.

As a result of the issuance of the Company’s Senior Secured Notes due 2012 of which €250 million are currently outstanding, we are exposed to foreign exchange movements. Movements in the EUR-Polish Zloty exchange rate will require us to revalue our liability on the Senior Secured Notes accordingly, the impact of which will be reflected in the results of the Company’s operations. Every one percent movement in the EUR-Polish Zloty exchange rate will have an approximate $3.8 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company.

In order to manage the cash flow impact of foreign exchange changes, the Company has entered into certain hedge agreements. As of June 30, 2008, the Company had outstanding a hedge contract for a seven year interest rate swap agreement. The swap agreement exchanges a fixed Euro based coupon of 8%, with a variable Euro based coupon (IRS) based upon the six month Euribor rate plus a margin.

The average Zloty/Dollar exchange rate used to create our income statement appreciated by approximately 22% as compared to the same period in 2007. The actual period end Zloty/Dollar exchange rate used to create our balance sheet appreciated by approximately 13% as compared to Dec 31, 2007.

The proceeds of our $310 million Senior Convertible Notes have been on-lent to subsidiaries that have the Polish Zloty as the functional currency. Movements in the USD-Polish Zloty exchange rate will require us to revalue our liability on the Senior Convertible Notes accordingly, the impact of which will be reflected in the results of the Company’s operations. Every one percent movement in the USD-Polish Zloty exchange rate will have an approximate $3.0 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company.

Critical Accounting Policies and Estimates

General

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of net sales, expenses, assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

Goodwill and Intangibles

Following the introduction of SFAS 142, acquired goodwill is no longer amortized. Instead the Company assesses the recoverability of its goodwill at least once a year or whenever adverse events or changes in circumstances or business climate indicate that expected future cash flows (undiscounted and without interest charges) for individual business units may not be sufficient to support the recorded goodwill. If undiscounted cash flows are not sufficient to support the goodwill, an impairment charge would be recognized to reduce the carrying value of the goodwill based on the expected discounted cash flows of the business unit. No such charge has been considered necessary through the date of the accompanying financial statements. Intangibles are amortized over their effective useful life. In estimating fair value, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings, and other factors. The assumptions used in the estimate of fair value are generally consistent with the past performance of each reporting unit and are also consistent with the projections and assumptions that are used in current operating plans. Such assumptions are subject to change as a result of changing economic and competitive conditions. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment loss for the assets. The fair values calculated have been adjusted where applicable to reflect the tax impact upon disposal of the asset.

In connection with the Bols and Bialystok acquisitions, the Company has acquired trademark rights to various brands, which were capitalized as part of the purchase price allocation process. As these brands are well established they have been assessed to have an indefinite life. These trademarks rights will not be amortized; however, management assesses them at least once a year for impairment.

 

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Amounts in tables expressed in thousands, except per share information

 

In connection with White Horse acquisition the Company has included in non-amortizable intangible assets the preliminary valuation of the Parliament trademark, which capitalized as part of the purchase price allocation process. As this brand is well established it has been assessed to have an indefinite life. This trademark right will not be amortized; however, management assesses it at least once a year for impairment.

The calculation of the impairment charge for goodwill and indefinite lived intangible assets, requires the use of estimates. The discount rate used for the calculation was 7.42%. Factoring in a deviation of 10% for the discount rate as compared to management’s estimate, there would still be no need for an impairment charge against goodwill.

Accounting for Business Combinations

The acquisition of businesses is an important element of the Company’s strategy. We account for our acquisitions under the purchase method of accounting in accordance with SFAS 141, Business Combinations, and allocate the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The determination of the values of the assets acquired and liabilities assumed, as well as associated asset useful lives, requires management to make estimates. The Company’s acquisitions typically result in goodwill and other intangible assets; the value and estimated life of those assets may affect the amount of future period amortization expense for intangible assets with finite lives as well as possible impairment charges that may be incurred.

The calculation of purchase price allocation requires judgment on the part of management in determining the valuation of the assets acquired and liabilities assumed.

Derivative Instruments

The Company is exposed to market movements from changes in foreign currency exchange rates that could affect the Company’s results of operations and financial condition. In accordance with SFAS 133, Accounting for Derivative Instruments and Hedging Activities, the Company recognizes all derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value.

The fair values of the Company’s derivative instruments can change with fluctuations in interest rates and/or currency rates and are expected to offset changes in the values of the underlying exposures. The Company’s derivative instruments are held to hedge economic exposures. The Company follows internal policies to manage interest rate and foreign currency risks, including limitations on derivative market-making or other speculative activities.

At the inception of a transaction the Company documents the relationship between the hedging instruments and hedged items, as well as its risk management objective. This process includes linking all derivatives designated to specific firm commitments or forecasted transitions. The Company also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivative financial instruments that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flows of hedged items.

Share Based Payments

As of January 1, 2006, the Company adopted SFAS No. 123(R) “Share-Based Payment” requiring the recognition of compensation expense in the Condensed Consolidated Statements of Income related to the fair value of its employee share-based options. SFAS No. 123(R) revises SFAS No. 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. SFAS No. 123(R) is supplemented by SEC Staff Accounting Bulletin (“SAB”) No. 107 “Share-Based Payment”. SAB No. 107 expresses the SEC staff’s views regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations including the valuation of share-based payments arrangements.

Grant-date fair value of stock options is estimated using a lattice-binomial option-pricing model. We recognize compensation cost for awards over the vesting period. The majority of our stock options have a vesting period between one to three years.

See Note 14 to our Consolidated Financial Statements for more information regarding stock-based compensation.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use

 

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Amounts in tables expressed in thousands, except per share information

 

when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with early adoption permitted. The Company has implemented certain provisions of this pronouncement and does not expect any material impact on the consolidated financial statements when SFAS 157 is fully implemented.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for the Company January 1, 2008. The implementation of SFAS 159, did not have any material impact on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141-R, “Business Combinations”. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, meaning business combinations in the year ending December 31, 2009 for the Company. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects.

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, which for the Company is the year ending December 31, 2009 and the interim periods within the fiscal year. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. This standard currently does not impact us as we have full controlling interest of all of our subsidiaries, however this standard may impact the treatment of future acquisitions.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of SFAS No. 133”. SFAS 161 seeks to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. To achieve this increased transparency, SFAS 161 requires (1) the disclosure of the fair value of derivative instruments and gains and losses in a tabular format; (2) the disclosure of derivative features that are credit risk-related; and (3) cross-referencing within the footnotes. SFAS 161 is effective for us on January 1, 2009. We are in the process of evaluating the new disclosure requirements under SFAS 161.

In May 2008, the FASB issued FSP APB 14-1, which impacts the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements. FSP APB 14-1 will impact the accounting associated with our $310.0 million senior convertible notes. This FSP will require us to recognize additional non-cash interest expense based on the market rate for similar debt instruments without the conversion feature. Furthermore, it requires recognizing interest expense in prior periods pursuant to the retrospective accounting treatment. FSP APB 14-1 will become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable. We are currently evaluating the impact on our financial statements of applying the provisions of FSP APB 14-1.

 

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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our operations are conducted primarily in Poland and Russia and our functional currencies are primarily the Polish Zloty and Russian Ruble and the reporting currency is the U.S. Dollar. Our financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, inventories, bank loans, overdraft facilities and long-term debt. All of the monetary assets represented by these financial instruments are located in Poland. Consequently, they are subject to currency translation movements when reporting in U.S. Dollars.

If the U.S. Dollar increases in value against the Polish Zloty or Russian Ruble, the value in U.S. Dollars of assets, liabilities, revenues and expenses originally recorded in Polish Zloty or Russian Ruble will decrease. Conversely, if the U.S. Dollar decreases in value against the Polish Zloty or Russian Ruble, the value in U.S. Dollars of assets, liabilities, revenues and expenses originally recorded in Polish Zloty or Russian Ruble will increase. Thus, increases and decreases in the value of the U.S. Dollar can have a material impact on the value in U.S. Dollars of our non-U.S. Dollar assets, liabilities, revenues and expenses, even if the value of these items has not changed in their original currency.

Our commercial foreign exchange exposure mainly arises from the fact that substantially all of our revenues are denominated in Polish Zloty, our Senior Secured Notes are denominated in Euros and our Senior Convertible Notes are denominated in US Dollars. This debt has been on-lent to the operating subsidiary level in Poland, thus exposing the Company to movements in the EUR/Polish Zloty and USD/Polish Zloty exchange rate. Every one percent movement in the EUR-Polish Zloty exchange rate will have an approximate $3.8 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company. Every one percent movement in the USD-Polish Zloty exchange rate will have an approximate $3.0 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company.

As a result of the remaining outstanding €250 million Senior Secured Notes and our $310 million of Senior Convertible Notes which have been on-lent to Polish Zloty operating companies, we are exposed to foreign exchange movements. Movements in the EUR/Polish Zloty and USD/Polish Zloty exchange rate will require us to revalue our liability accordingly, the impact of which will be reflected in the results of the Company’s operations.

In order to manage the cash flow impact of foreign exchange changes, the Company has entered into certain hedge agreements. As of June 30, 2008, the Company had outstanding a hedge contract for a seven year interest rate swap agreement hedging 250.2 million EUR of the Senior Secured Notes. The swap agreement exchanges a fixed Euro based coupon of 8%, with a variable Euro based coupon (IRS) based upon the 6 month Euribor rate plus a margin. Any changes in Euribor will result in a change in the interest expense. Each basis point move in Euribor will result in an increase or a decrease in annual interest expense of €25,020.

 

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934) refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) 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 financial statements.

Based upon the evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Inherent Limitations in Internal Control over Financial Reporting. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors 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. Accordingly, the Company’s disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives.

 

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Changes to Internal Control over Financial Reporting. The Chief Executive Officer and the Chief Financial Officer conclude that, during the most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 23, 2008, the Company and Polmos Bialystok S.A., a subsidiary of the Company, entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements with Barclays Wealth Trustees (Jersey) Limited, in its capacity as trustee of the First National Trust, and WHL Holdings Limited, pursuant to which Polmos Bialystok acquired from Barclays 3,749 Class A Shares and 5,625 Class B Shares of Peulla Enterprises Limited, a private limited liability company organized under the laws of Cyprus and the parent of WHL Holdings, representing 50% minus one vote of the voting power, and 75% of the economic interests, in Peulla Enterprises. The aggregate consideration paid by the Company was $200 million, paid in cash at the closing. In addition the Company is expected to issue approximately 838,000 shares of its common stock during the third quarter 2008 and pay €16.05 million payable on the first anniversary of the closing.

The cash and share consideration described above was negotiated between the Company and Barclays in connection with the negotiation of the Share Sale and Purchase Agreement. The offering of the share consideration was made only to persons who are “accredited investors” as defined in Rule 501(a)(7) of Regulation D under the Securities Act. The share consideration has not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States in the absence of an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company relied on the exemption from the registration requirements of the Securities Act set forth under Section 4(2) of the Securities Act and Regulation D thereunder.

 

ITEM 4. Submission of Matters to a Vote of Security Holders

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its annual meeting of stockholders on May 1, 2008. At the meeting, directors were elected and the Company’s selection of independent public auditors for the 2008 fiscal year was ratified.

The votes cast for, against and withheld for each nominee for director were as follows:

 

Nominees

   FOR    AGAINST    WITHHOLD AUTHORITY
TO VOTE

William. V Carey

   32,500,004    0    893,264

David Bailey

   33,154,468    0    238,800

N. Scott Fine

   33,258,321    0    134,547

Tony Housh

   33,150,105    0    243,463

Bobby Koch

   33,153,234    0    240,034

Jan Laskowski

   33,138,348    0    254,920

Markus Sieger

   32,913,801    0    479,467

Sergey Kupriyanov

   33,260,485    0    132,783

The selection of independent public auditors was ratified by a vote of 31,794,312 in favor and 1,438,491 votes against with 140,465 votes abstaining and no broker non-votes.

 

ITEM 6. EXHIBITS

(a) Exhibits

 

Exhibit

Number

  

Exhibit Description

  3.1

   Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006 and incorporated herein by reference).

  3.2

   Amended and Restated Bylaws (filed as Exhibit 99.3 to the Periodic Report on Form 8-K filed with the SEC on May 3, 2006 and incorporated herein by reference).

10.1*

   Labor Contract, dated April 1, 2008, between Parliament Distribution and Mr. Sergey Kupriyanov.

10.2*

   Facilities Agreement, dated July 2, 2008, among Central European Distribution Corporation, Carey Agri International-Poland Sp. z o.o and certain other subsidiaries of Central European Distribution Corporation, and Bank Handlowy W Warszawie S.A.

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.

 

* Filed herewith

 

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SIGNATURES

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

 

  CENTRAL EUROPEAN DISTRIBUTION CORPORATION
  (registrant)
Date: August 11, 2008   By:  

/s/ William V. Carey

    William V. Carey
    President and Chief Executive Officer
Date: August 11, 2008   By:  

/s/ Chris Biedermann

    Chris Biedermann
    Vice President and Chief Financial Officer

 

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