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Central European Distribution Corporation Announces Third Quarter 2012 Results; Company Finalizes Restatement for 2nd Quarter 2012

MT. LAUREL, N.J., Nov. 16, 2012 /PRNewswire/ -- Central European Distribution Corporation (NASDAQ: CEDC) today announced its results for the third quarter of 2012. CEDC also announced that it has finalized the restatement of its financial statements for the second quarter 2012.

Third Quarter 2012 Results

CEDC today announced that, for the three months ended September 30, 2012 net sales were $191.3 million as compared to $209.6 million reported for the same period in 2011.  CEDC also announced that its net income on a U.S. GAAP basis (as hereinafter defined), for the third quarter was $35.8 million or $0.44 per fully diluted share, as compared to a net loss of $848.7 million or $11.71 per fully diluted share, for the same period in 2011.  On a comparable basis, CEDC announced a net loss of $0.3 million, or $0.00 per fully diluted share, for the third quarter of 2012, as compared to a net loss of $4.5 million, or $0.06 per fully diluted share, for the same period in 2011. The number of fully diluted shares used in computing the earnings per share was 81.8 million for the third quarter of 2012 and 72.6 million for the same period in 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".

Q3 2012 Business summary (in comparison to Q3 2011):

  • Net sales of $191 million (-8.7%), driven by organic growth of 1 % which was offset by negative impact of FX (-9.7%);
  • Overall comparable gross margin improvement from 38% to 43%;
  • Comparable operating profit up by 22%; and
  • Further growth of domestic vodka sales in volume and value in Poland; decline in the Russian market due to among others factors prior overstocking of the market before July 1st excise tax increase.

"In spite of the challenges faced by the company during this period, the changes in operational management and controls are starting to produce improved operating results. The efforts we have put into better execution of our pricing policy and focus on more profitable product mix in all of our key markets resulted in improvement of our comparable gross margin and significant increase of our comparable operating profit," commented David Bailey, CEO of CEDC

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

Financial Restatement

As previously disclosed, upon the recommendation of senior management, the Audit Committee of CEDC's board of directors concluded that CEDC's unaudited condensed consolidated financial statements for the three and six months ended June 30, 2012, should no longer be relied upon because of a need to correct an excess write-off of accounts receivable previously recorded to account for promotional compensation granted to one customer at the Russian Alcohol Group ("RAG"), its main operating subsidiary in Russia. The excess write-off resulted in an inadvertent understatement of CEDC's accounts receivable. CEDC's management has concluded that as a result of the correction, accounts receivable as at June 30, 2012 were understated by $5.8 million, taxes other than income taxes were understated by $0.1 million, foreign currency translation adjustment was overstated by $0.3 million and selling, general and administrative expenses for the three and six months ended June 30, 2012 were overstated by $6.0 million, resulting in an understatement of the net income for the three and six months ended June 30, 2012 of $6.0 million. These amounts reflect the fact that certain accounts receivable from one customer of RAG that had been written off in the CEDC's unaudited condensed consolidated financial statements for the three and six month period ended June 30, 2012, were recovered before the filing of the CEDC's unaudited condensed consolidated financial statements for the three and six months ended June 30, 2012 with the United States Securities and Exchange Commission and therefore the associated accounts receivable should have been higher. The adjustments have no impact on previously reported net cash provided by operating activities reported in the cash flow statements during the period.

In addition to the error in recognition of accounts receivable in previously issued financial statements  described above,  the restated unaudited condensed consolidated financial statements for the three and six months ended June 30, 2012 to be filed by CEDC will also correct the presentation of non-trade receivables from accounts receivable and accrued liabilities to other current assets, and as a result reported accounts receivable will be decreased by $8.6 million, other accrued liabilities will be decreased by $2.0 million and other current assets will be increased by $6.6 million. The unaudited condensed consolidated statement of operations for the three and six month period ended June 30, 2012 and the unaudited condensed consolidated statement of cash flow for the six months then ended will not be affected by this presentation error.

CEDC is currently targeting a date of November 19, 2012, for filing an amended quarterly report on Form 10-Q for the three and six months ended June 30, 2012 with the United States Securities and Exchange Commission to reflect the restated financial statements. There can be no assurance, however, that this filing will be made within the anticipated period.

NASDAQ Compliance Letter

CEDC also announced that on November 14, 2012 it received a letter from the Nasdaq Listing Qualifications Department stating that, since CEDC has not yet filed its Form 10-Q for the period ended September 30, 2012, it no longer complies with Nasdaq Listing Rule 5250(c)(1). The letter states that CEDC has until January 8, 2013 to submit a plan to regain compliance and that, if it accepts CEDC's plan, Nasdaq can grant an exception until May 8, 2013 for CEDC to regain compliance. CEDC intends to file its Form 10-Q as soon as practicable and expects to regain compliance with Listing Rule 5250(c)(1) upon such filing.

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.

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, statements regarding the effect of changes in CEDC management and controls on CEDC's operating results,  gross margin or operating profit.   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 of the filing of the restatement, unanticipated accounting issues or audit issues regarding the financial data for the period to be restated or adjusted and the inability of CEDC or its independent registered public accounting firm to confirm relevant information or data.

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)




30 September,

2012


31 December,

2011



(unaudited)



ASSETS





Current Assets





Cash and cash equivalents


$102,713


$94,410

Accounts receivable, net of allowance for doubtful accounts at September

30, 2012 of $26,512 and at December 31, 2011 of $24,510


220,802


410,866

Inventories


160,061


117,690

Prepaid expenses


27,472


16,538

Other current assets


48,780


23,020

Deferred income taxes


5,173


4,717

Debt issuance costs


7,389


2,962

Total Current Assets


572,390


670,203






Intangible assets, net


486,787


463,848

Goodwill


706,924


670,294

Property, plant and equipment, net


178,871


176,660

Deferred income taxes, net


23,195


21,488

Debt issuance costs


11,324


13,550

Non-current assets held for sale


675


675

Total Non-Current Assets


1,407,776


1,346,515






Total Assets


$1,980,166


$2,016,718






LIABILITIES AND EQUITY





Current Liabilities





Trade accounts payable


$78,735


$144,797

Bank loans and overdraft facilities


115,196


85,762

Obligations under Convertible Senior Notes


257,122


0

Obligations under Debt Security


70,000


0

Income taxes payable


9,421


9,607

Taxes other than income taxes


101,820


189,515

Other accrued liabilities


75,357


48,208

Current portions of obligations under capital leases


832


1,109

Total Current Liabilities


708,483


478,998






Long-term obligations under capital leases


674


532

Long-term obligations under Convertible Senior Notes


0


304,645

Long-term obligations under Senior Secured Notes


933,871


932,089

Long-term accruals


2,093


2,000

Deferred income taxes


94,815


91,128

Commitments and contingent liabilities (Note 15)





Total Long-Term Liabilities


1,031,453


1,330,394






Temporary equity


29,443


0






Stockholders' Equity





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

73,045,992 and 72,740,302 shares issued and outstanding at September

30, 2012 and December 31, 2011, respectively)


730


727

Preferred Stock ($0.01 par value, 1,000,000 shares authorized, none issued and outstanding)


0


0

Additional paid-in-capital


1,371,389


1,369,471

Accumulated deficit


(1,189,620)


(1,197,884)

Accumulated other comprehensive income


28,438


35,162

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


(150)


(150)






Total Stockholders' Equity


210,787


207,326






Total Liabilities and Equity


$1,980,166


$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 September 30,


Nine months ended September 30,


2012


2011


2012


2011
















Sales

$401,113


$432,942


$1,125,619


$1,176,861

Excise taxes

(209,782)


(223,304)


(601,098)


(630,513)

Net sales

191,331


209,638


524,521


546,348

Cost of goods sold

109,317


131,427


312,055


340,820









Gross profit

82,014


78,211


212,466


205,528


42.9%


37.3%


40.5%


37.6%

Selling, general and administrative

expenses

66,835


61,710


187,909


180,836

Gain on remeasurement of previously

held equity interests

0


0


0


(7,898)

Impairment charge

0


674,515


0


674,515









Operating income / (loss)

15,179


(658,014)


24,557


(641,925)









Non operating income / (expense), net








Interest income / (expense), net

(26,231)


(28,123)


(78,139)


(83,336)

Other financial income / (expense), net

58,490


(170,337)


80,648


(120,807)

Other non operating income / (expense),

net

(5,883)


(10,683)


(10,982)


(14,320)









Income / (loss) before income taxes and

equity in net losses from

unconsolidated investments

41,555


(867,157)


16,084


(860,388)

Income tax benefit / (expense)

(5,786)


18,422


(7,820)


14,232

Equity in net losses of affiliates

0


0


0


(7,946)









Net income / (loss) attributable to the

company

35,769


(848,735)


8,264


(854,102)

















Net income / (loss) from operations per

share of common stock, basic

$0.46


($11.71)


$0.11


($11.85)

Net income / (loss) from operations per

share of common stock, diluted

$0.44


($11.71)


$0.10


($11.85)









Other comprehensive income / (loss),

net of tax:








Foreign currency translation adjustments

10,945


(215,010)


(6,724)


(50,410)









Comprehensive income / (loss)

attributable to the company

$46,714


($1,063,745)


$1,540


($904,512)









 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
All amounts are expressed in thousands




Nine months ended September 30,



2012


2011






Cash flows from operating activities





Net income / (loss)


$8,264


($854,102)

Adjustments to reconcile net loss to net cash provided by

operating activities:





Depreciation and amortization


15,075


15,328

Deferred income taxes


(1,948)


(5,138)

Unrealized foreign exchange gains


(77,591)


118,366

Stock options fair value expense


1,919


1,998

Equity loss in affiliates


0


7,946

Gain on fair value remeasurement of previously held equity

interest


0


(6,397)

Impairment charge


0


674,515

Impairments related to assets held for sale


0


7,355

Other non cash items


849


6,170

Changes in operating assets and liabilities:





Accounts receivable


211,483


246,153

Inventories


(33,969)


(9,183)

Prepayments and other current assets


(42,447)


(7,701)

Trade accounts payable


(78,804)


(42,518)

Other accrued liabilities and payables (including

taxes)


(71,829)


(106,396)

Net cash provided by / (used in) operating activities


(68,998)


46,396






Cash flows from investing activities





Purchase of fixed assets


(8,017)


(5,422)

Proceeds from the disposal of fixed assets


381


0

Purchase of intangibles


0


(693)

Purchase of trademarks


0


(17,473)

Acquisitions of subsidiaries, net of cash acquired


0


(24,125)

Net cash used in investing activities


(7,636)


(47,713)






Cash flows from financing activities





Borrowings on bank loans and overdraft facility


78,177


36,027

Payment of bank loans, overdraft facility and other borrowings


(45,439)


(37,892)

Debt security, net of debt issuance cost of $838


69,162


0

Repayment of Convertible Senior Notes


(50,392)


0

Issuance of shares in private placement


29,885


0

Decrease in short term capital leases payable


(252)


(34)

Proceeds from options exercised


0


72

Net cash provided by / (used in) financing activities


81,141


(1,827)











Currency effect on brought forward cash balances


3,796


(7,781)

Net increase in cash


8,303


(10,925)

Cash and cash equivalents at beginning of period


94,410


122,116

Cash and cash equivalents at end of period


$102,713


$111,191






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









Q3-12

FX

APB 14

Advisory

costs

Restructuring /

Re-licensing Costs

Q3-12








Sales

$401,113

$0

$0

$0

$0

$401,113

Excise taxes

(209,782)

0

0

0

0

(209,782)

Net sales

191,331

0

0

0

0

191,331

Cost of goods sold

109,317

0

0

0

0

109,317








Gross profit

82,014

0

0

0

0

82,014


42.86%





42.86%

Operating expenses

66,835

0

0

(11,383)

(1,932)

53,520








Operating income

15,179

0

0

11,383

1,932

28,494


7.93%





14.89%

Non operating income / (expense), net







Interest income / (expense), net

(26,231)

0

1,510

0

0

(24,721)

Other financial income / (expense), net

58,490

(58,490)

0

0

0

0

Other non operating income / (expense), net

(5,883)

0

0

1,867

0

(4,016)








Income / (loss) before taxes and equity in net income from

unconsolidated investments

41,555

(58,490)

1,510

13,250

1,932

(243)

Income tax benefit / (expense)

(5,786)

11,698

(529)

(4,355)

(1,043)

(15)








Net income /(loss)

$35,769

($46,792)

$981

$8,895

$889

($258)








Net income / (loss) from continuing operations per share of

common stock, basic

$0.46





($0.00)








Net income / (loss) from continuing operations per share of

common stock, diluted

$0.44





($0.00)








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 the Russian Standard and the restatement process.

D.      Represents net impact of one-off items related to restructuring associated with the Russian Alcohol Group and the Whitehall Group in Russia as well as severance payments for former officers of the Company.



GAAP

A

B

C

D

Comparable











Q3-11

FX

APB 14

Restructuring

Costs

Other Adjustments

Q3-11









Sales


$432,942

$0

$0

$0

$0

$432,942

Excise taxes


(223,304)

0

0

0

0

(223,304)

Net sales


209,638

0

0

0

0

209,638

Cost of goods sold


131,427

0

0

(446)

0

130,981









Gross profit


78,211

0

0

446

0

78,657



37.31%





37.52%

Operating expenses


61,710

0

0

(6,415)

0

55,295

Impairment charge


674,515

0

0

0

(674,515)

0

Operating income / (loss)


(658,014)

0

0

6,861

674,515

23,362



-313.88%





11.14%

Non operating income / (expense), net








Interest income / (expense), net


(28,123)

0

1,101

0

0

(27,022)

Other financial income / (expense), net


(170,337)

170,337

0

0

0

0

Other non operating income / (expense), net


(10,683)

0

0

8,678

0

(2,005)









Income / (loss) before taxes and equity in net income from

unconsolidated investments


(867,157)

170,337

1,101

15,539

674,515

(5,665)

Income tax benefit / (expense)


18,422

(34,067)

(385)

(3,263)

20,484

1,190

Net income /(loss)


($848,735)

$136,270

$716

$12,276

$694,999

($4,475)









Net loss from continuing operations per share of common stock,

basic


($11.71)





($0.06)









Net loss from continuing operations per share of common stock,

diluted


($11.71)





($0.06)









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.      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.  Also includes costs associated with the Tula plant which was discontinued during the period, including related fixed asset write-downs.

D.      Net impact of impairment charge for goodwill and brands as well as tax true up of NOL provision in income taxes

SOURCE Central European Distribution Corporation

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