October 08, 2012 at 03:15 AM EDT
Central European Distribution Corporation Announces Second Quarter 2012 Results; Company Completes Restatement for Fiscal Years 2010 and 2011

MT. LAUREL, N.J., Oct. 8, 2012 /PRNewswire/ -- Central European Distribution Corporation (NASDAQ: CEDC) today announced its results for the second quarter of 2012. CEDC also announced that it has completed the restatement of its financial statements for fiscal years 2010 and 2011 and has filed an amended annual report on Form 10K/A for the year ended December 31, 2011, and amended quarterly reports on Form 10Q/A for the three and nine months ending September 30th, 2011 and the three months ending March 31st, 2012, with the Securities and Exchange Commission ("SEC"). In addition, CEDC has filed a Form 10Q for the three and six months ending June 30, 2012, that included restated financial statements as of and for the three and six months ending June 30, 2011. CEDC is now current with its SEC filing requirements and expects to regain compliance with applicable NASDAQ and Warsaw Stock Exchange listing rules promptly with these restated filings.  All prior period amounts in this press release have been restated.

Financial Restatement

As previously disclosed, upon the recommendation of CEDC's management, CEDC's Board of Directors concluded that CEDC's financial statements for the years ending December 31, 2010 and 2011, should no longer be relied upon because of a failure to reflect the timely reporting of the full amount of retroactive trade rebates and trade marketing refunds provided to the customers of CEDC's principle operating subsidiary in Russia, the Russian Alcohol Group. The Audit Committee of CEDC's Board of Directors initiated an internal investigation regarding CEDC's retroactive trade rebates, trade marketing expenses and related accounting issues. This internal investigation has been completed and CEDC's management has concluded that the total impact on net income of the restatement for the fiscal years ending on December 31, 2011 and 2010 amounted to $31.6 million and $33.4 million, respectively, and the total impact on EBITDA of the restatement for the fiscal years ending on December 31, 2011 and 2010 amounted to $31.7 million and $30.9 million, respectively.  The total cumulative impact of the restatement for the 2010 and 2011 fiscal years did however, exceed certain thresholds as set out in the definitive amended agreements related to CEDC's strategic alliance with Russian Standard Corporation ("Russian Standard"), through Roust Trading Ltd. As a result, CEDC and Russian Standard have begun discussions regarding this matter.

Second Quarter 2012 Results

For the three months ended June 30, 2012 net sales were $187.2 million as compared to $198.4 million reported for the same period in 2011.  CEDC also announced that its net loss on a U.S. GAAP basis (as hereinafter defined), for the second quarter was $93.6 million or $1.23 per fully diluted share, as compared to a net loss of $3.3 million or $0.05 per fully diluted share, for the same period in 2011.  On a comparable basis, CEDC announced a net loss of $11.2 million, or $0.15 per fully diluted share, for the second quarter of 2012, as compared to a net loss of $18.0 million, or $0.25 per fully diluted share, for the same period in 2011. The number of fully diluted shares used in computing the earnings per share was 76.2 million for 2012 and 72.5 million for 2011.  For a complete reconciliation of comparable net income to net income reported under United States Generally Accepted Accounting Principles ("U.S. GAAP"), please see the section "Unaudited Reconciliation of Non-GAAP Measures".

Q2 2012 Business summary (in comparison to restated Q2 2011):

  • Net sales of $187 million (-6%), driven by organic growth of 7% which was offset by negative impact of FX (-13%)
  • Overall gross margin improvement from 38% to 40%
  • Comparable operating profit up by 4%
  • Growth of vodka sales in Russia by 4.7% in value, with volume sales almost flat (-1%); Value growth resulting primarily from improved product mix and price increases
  • Domestic sale of vodka in Poland up by 6% in volume and by 20% in value, driven primarily by continued success of Zubrowka Biala and Soplica vodkas as well as better product and SKU mix

"In the second quarter of 2012, the company was focused on improving the operational performance of all of our businesses. In Poland, we achieved organic sales growth both in volume and value.  In Russia, we saw operational improvement from previous quarters as steps taken by our new management team were fully implemented. Having completed the restatement process, we can now fully focus on the further development of our business and continuing discussions toward moving forward with the alliance with the Russian Standard Corporation, exploring the growth opportunities it presents," commented David Bailey, CEO of CEDC.

For further information regarding the second quarter of 2012, a slide presentation will be available on the Investor Relations section of our website at www.cedc.com/investor-relations.

Non-GAAP Financial Information

CEDC has reported net income and fully diluted net income per share in accordance with GAAP and on a non-GAAP basis, referred to in this release as comparable net income. CEDC's management believes that the non-GAAP reporting giving effect to the adjustments shown in the attached reconciliation provides meaningful information and an alternative presentation useful to investors' understanding of CEDC's core operating results and trends. CEDC discusses results and guidance on a comparable basis in order to give investors better insight into underlying business trends from continuing operations. CEDC's calculation of these measures may not be the same as similarly named measures presented by other companies. These measures are not presented as an alternative to net income computed in accordance with GAAP as a performance measure, and you should not place undue reliance on such measures.

This press release also refers to EBITDA which is considered a non-GAAP financial measure. CEDC's management believes that EBITDA provides meaningful information and an alternative presentation useful to investors' understanding of CEDC's core operating results and trends. CEDC's calculation of EBITDA may not be the same as similarly named measures presented by other companies. CEDC calculates EBITDA as its net income/ (loss) for the period before interest and other financial expenses, depreciation and amortization, impairment charges and income tax (benefit)/expense. This measure is not presented as an alternative to net income or operating income computed in accordance with GAAP as a performance measure, and you should not place undue reliance on such measures.

About Central European Distribution Corporation

CEDC is one of the largest producers of vodka in the world and Central and Eastern Europe's largest integrated spirit beverage business.  CEDC produces the Green Mark, Absolwent, Zubrowka, Bols, Parliament, Zhuravli, Royal and Soplica brands, among others. CEDC currently exports its products to many markets around the world, including the United States, England, France and Japan.

CEDC also is a leading importer of alcoholic beverages in Poland, Russia and Hungary.  In Poland, CEDC imports many of the world's leading brands, including brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Liqueur, Remy Martin Cognac, Sutter Home wines, Grant's Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher's Whisky, Campari, Cinzano, and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with such brands as Concha y Toro, among others.

Cautionary Statement about Forward-Looking Information

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, the transaction with Russian Standard which is subject to regulatory and shareholder approval and further negotiation.   Forward looking statements are based on our knowledge of facts as of the date hereof and involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by our forward looking statements. Such risks include, among others, uncertainties regarding the timing and completion of CEDC's transaction with Russian Standard and the satisfaction of the conditions thereto, the risk that regulatory approvals of the transaction on the proposed terms will not be obtained on a timely basis, the risk that shareholder approval of the transaction may not be obtained and the risk that Roust Trading may fail to fund some or all of its investment in CEDC.

Investors are cautioned that forward looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward looking statements or to make any other forward looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC's Form 10-K/A for the fiscal year ended December 31, 2011, filed with the SEC on October 5, 2012, including statements made under the captions "Item 1A. Risks Relating to Our Business" and in other documents filed by CEDC with the SEC.

Contact:
In the U.S.:
Jim Archbold
Investor Relations Officer
Central European Distribution Corporation
856-273-6980

In Europe:
Anna Załuska
Corporate PR Manager
Central European Distribution Corporation
48-22-456-6061

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

All amounts are expressed in thousands

(except share information)








June 30,


December 31,



2012


2011



(unaudited)



ASSETS





Current Assets





Cash and cash equivalents


$138,680


$94,410

Accounts receivable, net of allowance for doubtful accounts at

June 30, 2012 of $27,387 and at December 31, 2011 of $24,510


213,140


410,866

Inventories


136,826


117,690

Prepaid expenses


21,127


16,538

Other current assets


18,873


23,020

Deferred income taxes


2,217


4,717

Debt issuance costs


6,797


2,962

Total Current Assets


537,660


670,203






Intangible assets, net


457,598


463,848

Goodwill


663,792


670,294

Property, plant and equipment, net


173,446


176,660

Deferred income taxes, net


23,254


21,488

Debt issuance costs


12,100


13,550

Non-current assets held for sale


675


675

Total Non-Current Assets


1,330,865


1,346,515






Total Assets


$1,868,525


$2,016,718






LIABILITIES AND EQUITY





Current Liabilities





Trade accounts payable


$83,066


$144,797

Bank loans and overdraft facilities


57,194


85,762

Obligations under Convertible Senior Notes


270,993


0

Obligations under Debt Security


70,000


0

Income taxes payable


7,363


9,607

Taxes other than income taxes


124,773


189,515

Other accrued liabilities


61,034


48,208

Current portions of obligations under capital leases


956


1,109

Total Current Liabilities


675,379


478,998






Long-term obligations under capital leases


684


532

Long-term obligations under Convertible Senior Notes


0


304,645

Long-term obligations under Senior Secured Notes


917,848


932,089

Long-term accruals


1,978


2,000

Deferred income taxes


84,970


91,128

Commitments and contingent liabilities (Note 15)





Total Long-Term Liabilities


1,005,480


1,330,394






Temporary equity


29,558


0






Stockholders' Equity





Common Stock ($0.01 par value, 120,000,000 shares authorized,

73,129,194 and 72,740,302 shares issued and outstanding at June

30, 2012 and December 31, 2011, respectively)


731


727

Preferred Stock ($0.01 par value, 1,000,000 shares authorized,

none issued and outstanding)


0


0

Additional paid-in-capital


1,371,059


1,369,471

Accumulated deficit


(1,231,349)


(1,197,884)

Accumulated other comprehensive income


17,817


35,162

Less Treasury Stock at cost (246,037 shares at June 30, 2012 and December 31, 2011, respectively) 


(150)


(150)






Total Stockholders' Equity


158,108


207,326






Total Liabilities and Equity


$1,868,525


$2,016,718






 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

All amounts are expressed in thousands

(except per share information)






Three months ended June 30,


Six months ended June 30,


2012


2011


2012


2011




(restated)




(restated)








Sales

$402,750


$425,838


$724,506


$743,919

Excise taxes

(215,549)


(227,482)


(391,316)


(407,209)

Net sales

187,201


198,356


333,190


336,710

Cost of goods sold

111,864


123,708


202,738


209,393









Gross profit

75,337


74,648


130,452


127,317


40.2%


37.6%


39.2%


37.8%

Selling, general and administrative expenses

68,100


63,756


127,034


119,126









Gain on remeasurement of previously held equity interests

0


0


0


(7,898)









Operating income

7,237


10,892


3,418


16,089









Non operating income / (expense), net








Interest income / (expense), net

(25,606)


(28,361)


(51,908)


(55,213)









Other financial income / (expense), net

(75,430)


19,008


22,158


49,530









Other non operating income / (expense), net

(2,501)


(2,661)


(5,099)


(3,637)









Income / (loss) before income taxes and equity in

net losses from unconsolidated investments

(96,300)


(1,122)


(31,431)


6,769









Income tax benefit / (expense)

2,651


(2,211)


(2,034)


(4,190)

Equity in net losses of affiliates

0


0


0


(7,946)









Net loss attributable to the company

(93,649)


(3,333)


(33,465)


(5,367)

















Net loss from operations per share of common

stock, basic

($1.23)


($0.05)


($0.45)


($0.07)

Net loss from operations per share of common

stock, diluted

($1.23)


($0.05)


($0.45)


($0.07)









Other comprehensive income / (loss), net of tax:







Foreign currency translation adjustments

(39,869)


30,428


(17,345)


164,600









Comprehensive income / (loss) attributable to the company

($133,518)


$27,095


($50,810)


$159,233









 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

All amounts are expressed in thousands






Six months ended June 30,



2012


2011





(restated)

Cash flows from operating activities





Net loss


($33,465)


($5,367)

Adjustments to reconcile net loss to net cash provided by operating activities:





Depreciation and amortization


9,843


10,765

Deferred income taxes


(3,809)


(5,671)

Unrealized foreign exchange gains


(20,196)


(50,940)

Stock options fair value expense


1,589


1,336

Equity loss in affiliates


0


7,946

Gain on fair value remeasurement of previously held equity interest


0


(6,397)

Other non cash items


1,042


2,794

Changes in operating assets and liabilities:





Accounts receivable


201,151


274,861

Inventories


(19,190)


(17,033)

Prepayments and other current assets


(6,686)


(13,868)

Trade accounts payable


(69,031)


(59,551)

Other accrued liabilities and payables (including taxes)


(52,929)


(95,541)

Net cash provided by operating activities


8,319


43,334






Cash flows from investing activities





Purchase of fixed assets


(4,781)


(3,169)

Proceeds from the disposal of fixed assets


234


0

Purchase of intangibles


0


(693)

Purchase of trademarks


0


(17,473)

Acquisitions of subsidiaries, net of cash acquired


0


(24,124)

Net cash used in investing activities


(4,547)


(45,459)






Cash flows from financing activities





Borrowings on bank loans and overdraft facility


14,987


30,983

Payment of bank loans, overdraft facility and other borrowings


(37,214)


(34,401)

Debt security, net of debt issuance cost of $838


69,162


0

Repayment of Convertible Senior Notes


(35,532)


0

Issuance of shares in private placement


30,000


0

Decrease in short term capital leases payable


(10)


(277)

Proceeds from options exercised


0


72

Net cash used in financing activities


41,393


(3,623)











Currency effect on brought forward cash balances


(895)


10,166

Net increase in cash


44,270


4,418

Cash and cash equivalents at beginning of period


94,410


122,116

Cash and cash equivalents at end of period


$138,680


$126,534






Supplemental Schedule of Non-cash Investing Activities





Common stock issued in connection with investment in subsidiaries


$0


$23,175






 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

All amounts are expressed in thousands











GAAP

A

B

C

D

Comparable



Q2-12

FX

APB 14

Advisory costs

Restructuring Costs

Q2-12








Sales


$402,750

$0

$0

$0

$0

$402,750

Excise taxes


(215,549)

0

0

0

0

(215,549)

Net Sales


187,201

0

0

0

0

187,201

Cost of goods sold


111,864

0

0

0

0

111,864









Gross Profit


75,337

0

0

0

0

75,337



40.24%





40.24%

Operating expenses


68,100

0

0

(4,509)

(3,638)

59,953









Operating Income


7,237

0

0

4,509

3,638

15,384



3.87%





8.22%

Non operating income / (expense), net








Interest income / (expense), net


(25,606)

0

1,442

0

0

(24,164)

Other financial income / (expense), net


(75,430)

75,430

0

0

0

0

Other non operating income, net


(2,501)

0

0

0

0

(2,501)









Income / (loss) before taxes and equity in net

income from unconsolidated investments


(96,300)

75,430

1,442

4,509

3,638

(11,281)

Income tax benefit / (expense)


2,651

0

(505)

(1,327)

(728)

91

Net income / (loss) attributable to the company


($93,649)

$75,430

$937

$3,182

$2,910

($11,190)









Net loss from continuing operations per share

of common stock, basic


($1.23)





($0.15)









Net loss from continuing operations per share

of common stock, diluted


($1.23)





($0.15)










A.

Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR liabilities as a majority of these have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency. Also includes the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of the Russian Alcohol Group as it has the Russian Ruble as its functional currency.

B.

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 requires us to recognize additional non-cash interest expense on a retrospective basis, 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 has become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable.

C.

Represents one-off legal and other professional service costs associated with transaction with Russian Standard and the restatement process.

D.

Represents one-off restructuring costs associated with the Russian Alcohol Group and the Whitehall Group in Russia.

 


GAAP

A

B

C

D

Comparable


Q2-11

FX

APB 14

Restructuring Costs

Other Adjustments

Q2-11








Sales

$425,838

$0

$0

$0

$0

$425,838

Excise taxes

(227,482)

0

0

0

0

(227,482)

Net Sales

198,356

0

0

0

0

198,356

Cost of goods sold

123,708

0

0

0

0

123,708








Gross Profit

74,648

0

0

0

0

74,648


37.63%





37.63%

Operating expenses

63,756

0

0

0

(3,904)

59,852








Operating Income

10,892

0

0

0

3,904

14,796


5.49%





7.46%

Non operating income / (expense), net







Interest income / (expense), net

(28,361)

0

1,076

0

0

(27,285)

Other financial income / (expense), net

19,008

(19,008)

0

0

0

0

Other non operating income / (expense), net

(2,661)

0

0

601

0

(2,060)








Income / (loss) before taxes and equity in net

income from unconsolidated investments

(1,122)

(19,008)

1,076

601

3,904

(14,549)

Income tax expense

(2,211)

0

(377)

(120)

(781)

(3,489)

Net income /(loss)

($3,333)

($19,008)

$699

$481

$3,123

($18,038)








Net loss from continuing operations per share of

common stock, basic

($0.05)





($0.25)








Net loss from continuing operations per share of

common stock, diluted

($0.05)





($0.25)









A.

Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR liabilities as a majority of these have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency. Also includes the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of the Russian Alcohol Group as it has the Russian Ruble as its functional currency.

B.

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 requires us to recognize additional non-cash interest expense on a retrospective basis, 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 has become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable.

C.

Represents one-off restructuring costs associated with the restructuring of the Russian Alcohol Group, composed primarily of write-off of old stock.

D.

Includes elimination costs associated with the re-licensing in Russia. Primarily consists of costs related to facility improvements and preparation of facilities for inspection as well as accounts receivables related to wholesalers who did not obtain required wholesale licenses.

 

SOURCE Central European Distribution Corporation

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