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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD _____________ TO _____________
COMMISSION FILE NUMBER 0-24341
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 54-18652710
---------------------- -------------------------------
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
1343 MAIN ST., #301
SARASOTA, FLORIDA 34236
------------------------------------- --------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
941-330-1558
------------------------------
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each class of the issuer's common
stock as of June 30, 2000:
Common Stock ($.01 par value)..............................4,402,356 shares
1
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
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INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Consolidated Condensed Balance Sheets as of
June 30, 2000 (unaudited) and December 31, 1999................3
Consolidated Condensed Statements of Income (unaudited)
for the three and six month periods ended
June 30, 1999 and June 30, 2000 ...............................5
Consolidated Condensed Statements of Changes in
Stockholders' Equity (unaudited) as of June 30, 2000...........6
Consolidated Condensed Statements of Cash Flows (unaudited)
for the six months ended June 30, 1999 and June 30, 2000.......7
Notes to Consolidated Condensed Financial Statements (unaudited)...8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...............................13
Item 3. Quantitative and Qualitative Disclosure About Market Risk.........16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................18
Signatures....................................................................20
2
<PAGE>
CENTRAL EUROPEAN DISTRIBUTION CORPORATION AMOUNTS IN COLUMNS
EXPRESSED IN THOUSANDS
(EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
------------ ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,115 $ 3,235
Accounts receivable, net of allowance for doubtful accounts
of $343,000 and $529,000 respectively 17,299 19,861
Inventories 7,610 6,722
Prepaid expenses and other current assets 2,208 1,078
Deferred income taxes 107 259
------- -------
TOTAL CURRENT ASSETS 30,339 31,155
Equipment, net 1,618 2,329
Intangible assets, net 6,676 11,178
Deferred income taxes 194 194
Other assets 139 84
------- -------
TOTAL ASSETS $38,966 $44,940
======= =======
</TABLE>
See accompanying notes.
3
<PAGE>
CENTRAL EUROPEAN DISTRIBUTION CORPORATION AMOUNTS IN COLUMNS
EXPRESSED IN THOUSANDS
(EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - CONTINUED
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
------------ ----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 14,629 $ 14,304
Bank loans and overdraft facilities 4,930 9,604
Other current liabilities 1,172 1,492
-------- --------
TOTAL CURRENT LIABILITIES 20,731 25,400
Long term debt 3,622 4,189
STOCKHOLDERS' EQUITY
Preferred stock ($0.01 par value, 1,000,000 shares authorized;
no shares issued and outstanding) -- --
Common Stock ($0.01 par value, 20,000,000 shares authorized,
4,134,230 and 4,402,356 shares issued and outstanding at
December 31, 1999 and June 30, 2000, respectively) 42 45
Additional paid-in-capital 12,900 14,175
Retained earnings 3,650 3,760
Accumulated other comprehensive loss (1,979) (2,629)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 14,613 15,351
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 38,966 $ 44,940
======== ========
</TABLE>
See accompanying notes.
4
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION AMOUNTS IN COLUMNS
EXPRESSED IN THOUSANDS
(EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ -----------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 2000 1999 2000
---------- --------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $ 23,533 $ 31,323 $ 37,774 $ 50,043
Cost of goods sold 20,304 27,226 32,447 43,146
-------- -------- -------- --------
GROSS PROFIT 3,229 4,097 5,327 6,897
Selling, general and administrative expenses 2,470 3,247 4,008 5,800
-------- -------- -------- --------
OPERATING INCOME 759 850 1,319 1,097
Non-operating income (expense)
Interest expense (84) (255) (110) (391)
Interest income 72 109 157 165
Realized and unrealized foreign
currency transaction (losses) 120 (415) 17 (506)
gains, net
Other expenses, net (21) (113) (7) (155)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 846 176 1,376 210
Income tax expense 199 89 396 100
-------- -------- -------- --------
NET INCOME $ 647 $ 87 $ 980 $ 110
======== ======== ======== ========
NET INCOME PER COMMON STOCK, BASIC AND DILUTED $ 0.16 $ 0.02 $ 0.25 $ 0.03
======== ======== ======== ========
</TABLE>
See accompanying notes.
5
<PAGE>
CENTRAL EUROPEAN DISTRIBUTION CORPORATION AMOUNTS IN COLUMNS
EXPRESSED IN THOUSANDS
(EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER
PAID-IN- RETAINED COMPREHENSIVE
COMMON STOCK CAPITAL EARNINGS LOSS TOTAL
---------------------- --------- -------- -------- ---------
NO. OF
SHARES AMOUNT
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 4,134 $ 42 $ 12,900 $ 3,650 $ (1,979) $ 14,613
Issue of shares for acquisition 268 3 1,275 1,278
Net income for the six months
ended June 30, 2000 110 110
Foreign currency translation adjustment (650) (650)
-------- -------- -------- -------- -------- --------
Comprehensive loss for the
six months ended June 30, 2000 -- -- -- 110 (650) (540)
-------- -------- -------- -------- -------- --------
BALANCE AT JUNE 30, 2000 4,402 $ 45 $ 14,175 $ 3,760 $ (2,629) $ 15,351
======== ======== ======== ======== ======== ========
</TABLE>
See accompanying notes.
6
<PAGE>
CENTRAL EUROPEAN DISTRIBUTION CORPORATION AMOUNTS IN COLUMNS
EXPRESSED IN THOUSANDS
(EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1999 2000
--------- --------
<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES $(3,937) $ (233)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment (738) (1,074)
Proceeds from the disposal of equipment 42 41
Acquisition of subsidiary (4,732) (3,855)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (5,428) (4,888)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on overdraft facility 2,644 --
Payment of overdraft facility (1,094) (171)
Short-term borrowings 1,015 1,914
Payment of short-term borrowings -- (502)
Long-term borrowings 5,928 4,000
------- -------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 8,493 5,241
------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (872) 120
Cash and cash equivalents at beginning of period 3,628 3,115
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,756 $ 3,235
======= =======
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
Common stock issued in connection
with acquisition of subsidiary $ 2,253 $ 1,278
======= =======
</TABLE>
See accompanying notes.
7
<PAGE>
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
1. ORGANISATION AND DESCRIPTION OF BUSINESS
Central European Distribution Corporation (CEDC) was organized as a
Delaware Corporation in September 1997 to operate as a holding company
through its sole subsidiary, Carey Agri International Poland Sp. z o.o.
(Carey Agri). In 1999 CEDC formed two additional subsidiaries to make
certain acquisitions and in 2000 acquired another company as disclosed in
Note 5 below. CEDC and its subsidiaries as of the date of their
organization are referred to herein as the Company.
2. BASIS OF PRESENTATION
The accompanying un-audited consolidated condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and
should be read in conjunction with the 1999 Annual Report. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included and the
disclosures here in are adequate to make the information presented not
misleading. Operating results for the six month period ended June 30, 2000
are not necessarily indicative of the results that may be expected for the
year ended December 31, 2000.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at the date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Registrant Company and Subsidiaries'
annual report on Form 10-K for the year ended December 31, 1999.
3. COMPREHENSIVE LOSS
During the six months ended June 30, 2000 the Company incurred a
comprehensive loss of approximately $540,000 and reported an accumulated
other comprehensive loss of $2,629,000 as of June 30, 2000 as reflected on
the consolidated condensed statements of changes to stockholders' equity
(unaudited). The loss was due to the currency fluctuation and local
currency translation losses on USD transactions with the Parent Company of
a long-term investment nature.
8
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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4. EARNINGS PER SHARE
Net income per common stock is calculated under the provisions of SFAS No.
128, "Earnings per Share". The increase in stock in 2000 gives effect to
the acquisitions in 1999 and 2000.
The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTH ENDED
-------------------- --------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 2000 1999 2000
------- ------- ------- -------
IN THOUSANDS, EXCEPT PER SHARE DATA
<S> <C> <C> <C> <C>
Basic:
Net income $ 647 $ 87 $ 980 $ 110
Weighted average share of
stock outstanding 4,091 4,402 3,964 4,267
------ ------ ------ ------
Basic EPS $ 0.16 $ 0.02 $ 0.25 $ 0.03
====== ====== ====== ======
Diluted:
Net income $ 647 $ 87 $ 980 $ 110
====== ====== ====== ======
Weighted average share of
stock outstanding 4,091 4,402 3,964 4,267
------ ------ ------ ------
Totals 4,091 4,402 3,964 4,267
====== ====== ====== ======
Diluted EPS $ 0.16 $ 0.02 $ 0.25 $ 0.03
====== ====== ====== ======
</TABLE>
No stock options have been exercised during the first two quarters of
2000. Warrants granted in connection with the 1998 IPO and stock options
granted in 1998, 1999 and 2000 have been excluded from the above
calculations of diluted shares since the exercise price is equal to or
greater than the average market price of the common stock during 1999 and
2000.
5. ACQUISITIONS
In separate transactions in March 1999 and May 1999, the Company acquired
certain assets, businesses and trademarks of Multi Trade Company S.C.
("MTC") and The Cellar of Fine Wines ("PWW") for a combination of cash
and common stock. On March 31, 2000, the Company purchased 100% of the
shares of Polskie Hurtownie Alkoholi Sp. z o.o. ("PHA" distributing
alcoholic beverages in Western Poland) for approximately $4 million cash
and 268,126 shares of Common Stock. The pro forma unaudited results of
operations for three and six month periods ended June 30, 1999 and June
30, 2000, assuming consummation of these acquisitions and issuance of the
common stock as of January 1,
9
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
1999 and January 1, 2000 are shown below. The pro forma results for the
1999 period include the results for all three companies referred to above.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------- -----------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 2000 1999 2000
--------- --------- --------- ---------
IN THOUSANDS, EXCEPT PER SHARE DATA
<S> <C> <C> <C> <C>
Net sales $ 34,266 $ 31,323 $ 64,683 $ 59,516
Net income(loss) 591 87 806 (7)
Net income per share data:
Basic and diluted $ 0.13 $ 0.02 $ 0.18 $ 0.00
</TABLE>
The allocation of the purchase price for the PHA acquisition reflected in
the June 30, 2000 consolidated condensed balance sheet is preliminary and
subject to revision upon expiration of the escrow period upon which
certain adjustments of the purchase price may occur. Also, the Company has
not obtained an independent valuation of PHA at this time. Consequently,
the entire amount ($5,228,000) of the excess cost over net assets acquired
has been provisionally reported as goodwill in the accompanying
consolidated condensed balance sheet and for purposes of the pro forma
disclosures noted above it is being amortized over a 20 year period. The
escrow deposit of $ 250,000 will be paid in full to the seller if between
March 31, 2000 and August 31, 2000 the gross margin on sales by PHA is not
less than the gross margin on sales by PHA during the period from March
31, 1999 to August 31, 1999. Management expects to finalize the purchase
price and related allocations later in the year 2000.
10
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
6. LONG-TERM DEBT AND SHORT-TERM BANK LOANS
On March 21, 2000 the Company signed an agreement for $700,000 to replace
two loans redeemed in March 2000. The interest rate is 3 months LIBOR
plus 1.5% and it is repayable on March 31, 2001.
On March 29, 2000 the Company signed an agreement for a long term loan of
$4,000,000. This loan was used as part of the consideration in the
acquisition of PHA. The annual interest rate is 3 months LIBOR plus 1.65%.
The loan is repayable in installments of $500,000 commencing June 30,
2001.
On May 8, 2000 the Company signed an agreement for $1,500,000 to replace
the loan redeemed in May 2000. The interest rate is 3 months LIBOR plus
1.4% and is repayable in June 30, 2001.
On May 16, 2000 the Company signed an agreement for a long term loan of
$850,000. The annual interest rate is 3 months LIBOR plus 1.5%. The loan
is repayable in installments of $212,500 commencing August 20, 2001.
In May 2000, the Company extended its loan facility of Euro 1,500,000
to May 11, 2001.
In June 2000, the Company signed an overdraft facility agreement of
$500,000 for the financing trade activity with JMB (customer). The
interest payable is 3 month LIBOR plus 1.5%.
7. INCOME TAXES
Total income tax expense varies from expected income tax expense computed
at Polish statutory rates (34% in 1999 and 30% in 2000) as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 2000
---------------- ----------------
<S> <C> <C>
Tax at Polish statutory rate $ 468 $ 63
Increase in deferred tax valuation
allowance 12 20
Translation adjustment (96) --
Permanent differences 12 17
----- ----
Income tax expense $ 396 $100
===== ====
</TABLE>
The corporate income tax rates in Poland is 30% in 2000 and will be 28% in
2001.
Tax liabilities (including corporate income tax, Value Added Tax, social
security, and other taxes) of the Company's Polish subsidiaries may be
subject to examinations by the Polish tax authorities for up to five years
from the end of the year the tax is payable. CEDC's US federal income tax
returns are also subject to examination by the US tax authorities. The
application of Polish tax laws and regulations maybe susceptible to
varying interpretations, amounts reported in the financial statements
could be changed at a later date upon final determination by the tax
authorities.
8. COMMITMENTS AND CONTINGENT LIABILITIES
The Company is involved in litigation and has claims against it for
matters arising in the ordinary course of business. In the opinion of
management, the outcome will not have a material adverse effect on the
Company.
11
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
The Company has signed an agreement to purchase a modern warehouse and
distribution facility within Warsaw city limits. Consideration for the
purchase will be $15 million and completion is expected in the fourth
quarter of this year. Presently the Company has only been required to pay
$50,000 as a contract signing fee, the next payment is scheduled for
quarter 3 of this year. The Company is presently, finalizing financing for
this purchase.
The articles' of association of one of the Company's wholly owned
subsidiaries states that retained earnings must be distributed to its
shareholders. This subsidiary has not paid any dividends, to the Company
since being aquired but rather elected to retain its profits. The Polish
tax authorities may view the violation of the article of association as a
form of a non-interest bearing loan and as a result impute an interest
portion based on the bank borrowing rate. This imputed interest is taxable
at the corporate income tax rate. The additional amount of tax that maybe
payable could amount to approximately $144,000. The Company as sole
shareholder of this subsidiary will delete this provision requiring
dividends be paid.
9. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS 133, as amended by SFAS 137 and
SFAS 138, is effective for our fiscal year beginning 2001. SFAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and
for hedging activities. It requires that all derivative instruments be
recognized as either assets or liabilities in the Consolidated Condensed
Balance Sheets at fair value. The impact of the adoption of SFAS 133, as
amended has not yet been determined.
12
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following analysis should be read in conjunction with the financial
statements and the notes thereto appearing elsewhere in this report.
OVERVIEW
The Company's operating results are generally determined by the volume
of alcoholic beverages that can be sold by the Company through its national
distribution system, the gross profits on such sales and control of costs. The
Company purchases the alcoholic beverages it distributes from producers as well
as other importers and wholesalers. Almost all such purchases are made with the
sellers providing a period of time, generally between 25 and 90 days, before the
purchase price is to be paid by the Company. Since the initial public offering,
the Company pays costs on delivery for its domestic vodka purchases in order to
receive additional discounts. The Company sells the alcoholic beverages with a
mark-up over its purchase price, which mark up reflects the market price for
such individual product brands in the Polish market. The Company's bad debt
ratio provision as a percentage of net sales was 0.17% in 1998, 0.28% in 1999
and 0.26% for the six-month period ended June 30, 2000.
The following comments regarding variations in operating results should
be read considering the rates of inflation in Poland during the period 9.8% in
1999 and an annualized 10.2% to June 30, 2000. Consideration should also be
given to the movements of the Polish zloty compared to the U.S. Dollar. In 1999
the zloty depreciated by 18.6% against the U.S. Dollar. In the six month period
ended June 30, 2000 the zloty depreciated 5.8% against the U.S. Dollar.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000
Net sales increased $12.27 million, or 32.5% from $37.77 million in the
six months ended June 30, 1999 to $50.0 million in the six months ended June 30,
2000. This increase is mainly due to increased market penetration following the
acquisition of Polskie Hurtownie Alkoholi Sp. Z o.o. ('PHA').
Cost of goods sold increased $10.7 million, or 33.0%, from $32.45
million in the six months ended June 30, 1999 to $43.15 million in the six
months ended June 30, 2000. As a percentage of net sales cost of goods sold
increased from 85.9% to 86.2%. This increase is partly due to the dilution of
the product mix towards domestic Vodka following the acquisition of PHA.
Selling, general and administrative expense increased 44.7% from $4.01
million in the six months ended June 30, 1999 to $5.8 million in the three
months ended June 30, 2000. This increase is mainly due to the expansion of
sales noted above and principally from the SG&A from acquisitions not fully
reflected in the same period last year. As a percentage of net sales, sales,
general and administrative expenses increased from 10.6% to 11.6%. This increase
is due to the costs of integrating of the acquisitions.
Interest expense increased $281,000 or 255% from $110,000 in the six
months ended June 30, 1999 to $391,000 in the six months ended June 30, 2000.
This increase is mainly due to the additional borrowings undertaken for the
acquisition of PHA. As a percentage of net sales, interest expense increased
from 0.3% in 1999 to 0.8% in 2000.
Interest income was $165,000 in the six months ended June 30, 2000
compared to $157,000 in the six months ended June 30, 1999.
Net realized and unrealized foreign currency transactions resulted in
gains of $17,000 in the six months ended June 30, 1999 and losses of $506,000 in
the six months ended June 30, 2000. The net loss in 2000 is mainly due to the
devaluation of
13
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
the zloty, mainly in the second quarter, versus the U.S. dollar, in which a
substantial portion of the Company's liabilities are denominated.
Income tax expense decreased $296,000 from $396,000 in the six months ended June
30, 1999 to $100,000 in the six months ended June 30, 2000. This decrease is
mainly due to the decrease in income before income taxes from $1,376,000 to
$210,000.
Net income decreased $870,000 or 88.8% from $980,000 in the six months ended
June 30, 1999 to $110,000 in the six months ended June 30, 2000. This decrease
is due to the factors noted above.
THREE MONTHS ENDED JUNE 30, 1999 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2000
Net sales increased $7.79 million, or 33.1% from $23.53 million in the
three months ended June 30, 1999 to $31.32 million in the three months ended
June 30, 2000. This increase is mainly due to increased market penetration
following the acquisition of PHA.
Cost of goods sold increased $6.92 million, or 34.1%, from $20.3 million
in the three months ended June 30, 1999 to $27.23 million in the three months
ended June 30, 2000. As a percentage of net sales cost of goods sold increased
from 86.2% to 86.9%. This increase is partly due to the dilution of the product
mix towards domestic Vodka following the acquisition of PHA.
Selling, general and administrative expenses increased 31.4% from $2.47
million in the three months ended June 30, 1999 to $3.25 million in the three
months ended June 30, 2000. This increase is mainly due to the expansion of
sales noted above and principally from the SG&A from acquisitions not fully
reflected in the same period last year. As a percentage of net sales, selling,
general and administrative expenses remained stable at 10.4%.
Interest expense increased $171,000 or 203% from $84,000 in the three
months ended June 30, 1999 to $255,000 in the three months ended June 30, 2000.
This increase is mainly due to the additional borrowings undertaken for the
acquisition of PHA. As a percentage of net sales, interest expense increased
from 0.41% in 1999 to 0.8% in 2000.
Interest income was $109,000 in the three months ended June 30, 2000
compared to $72,000 in the three months ended June 30, 2000.
Net realized and unrealized foreign currency transactions resulted in
gains of $120,000 in the three months ended June 30, 1999 and losses of $415,000
in the three months ended June 30, 2000. The net loss in 2000 is mainly due to
the devaluation of the zloty, versus the U.S. dollar, in which a substantial
portion of the Company's liabilities are denominated.
Income tax expense decreased $110,000 from $199,000 in the three months
ended June 30, 1999 to $89,000 in the three months ended June 30, 2000. This
increase is mainly due to the decrease in income before income taxes from
$846,000 to $176,000, respectively.
Net income decreased $560,000 or 79.2% from $647,000 in the three months
ended June 30, 1999 to $87,000 in the three months ended June 30, 2000. This
decrease is due to the factors noted above.
STATEMENT OF LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash balance increased by $120,000 in the first six
months of 2000 compared to a decrease of $872,000 in the corresponding period of
1999. The increase in 2000 is primarily as a result of borrowings used partially
to fund the acquisition of PHA.
14
<PAGE>
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
The net cash used in operating activities was $233,000 in the first six
months of 2000 compared to $3.9 million used during the same period in 1999.
This improvement is mainly due to better use of working capital required to
finance inventories.
The net cash used in investing activities amounted to $4.8 million in
the six months ended June 30, 2000 compared to $5.4 million in the six months
ended June 30, 1999. Investing activities in 2000 consist primarily of the
acquisition of PHA.
The net cash provided by financing activities in the six months ended
June 30, 2000 was $5.2 million compared to net cash of $8.5 million provided in
the six months ended June 30, 1999. The net proceeds from borrowings in 1999
were accountable for this increase. The borrowings were used for working capital
and the PHA acquisition.
15
<PAGE>
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
STATEMENT ON INFLATION AND CURRENCY FLUCTUATIONS
Inflation in Poland is projected at 6.0% for 2000, though for the first
half year it was 10.1% annualized.
The share of purchases denominated in foreign currencies has decreased
in relation to sales resulting in lower overall foreign exchange exposure on
imported products. However, the level of borrowing denominated in US dollars has
increased due to working capital requirements and the acquisition of PHA. The
zloty was stable during the first quarter of 2000, however, during the second
quarter it depreciated 5.8% against the U.S. Dollar.
SEASONALITY
The Company's sales have been historically seasonal with around 40% of
the sales in 1998 occurring in the first half of the year, compared to around
42% in 1999. The higher leveraging of the business and effectiveness result in a
larger share of net profits earned in the second half of the year. In fiscal
1998 and 1999, over 63% and 50% of net income, respectively were earned in the
second half of the year.
The Company's working capital requirements are also seasonal and are
normally highest in the months of December and January. Liquidity then normally
improves as collections are made on the higher sales during the months of
November and December.
OTHER MATTERS
The Company continues to be involved in litigation from time to time in
the ordinary course of business. In management's opinion, the litigation in
which the Company is currently involved, individually and in the aggregate, is
not material to the Company's financial condition or results of operations.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETABLE SECURITIES
FOREIGN CURRENCY RISK.
Currently all of the Company's loans are denominated in currencies other
than its functional currency, the Polish Zloty. As a result the Company in the
three months ended June 30, 2000 experienced significant foreign exchange
exposures. To contain these exposures the Company acquired fixed-period
forward-exchange contracts matched in denomination and value to the associated
loans. Where a loan is hedged, the net gain or loss on foreign exchange is
amortized over the remaining life of the loan. Where there is no specific hedge
then the impact on results is at the net fair value of the transactions.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule
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(b) REPORTS ON FORM 8K
The following report on Form 8-K was filed during the first quarter of
2000.
Report filed on June 1, 2000 announcing the acquisition of Polskie Hurtownie
Alkoholi formerly "Jama".
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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 14, 2000 BY: /s/ WILLIAM V. CAREY
------------------------
William V. Carey
President and Chief Executive Officer
Date: August 14, 2000 BY: /s/ NEIL A.M. CROOK
-----------------------
Neil A.M. Crook
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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27 Financial Data Schedule
