UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
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, Bala Cynwyd, PA | 19004 | |
| (Address of Principal Executive Offices) | (Zip code) | |
Registrant’s telephone number, including area code: (610) 660-7817
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
Not Applicable
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. x.
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 aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 2007, was approximately $887,173,901.76 (based on the closing price of the registrant’s common stock on the NASDAQ Global Select Market)
As of February 20, 2008, the registrant had 40,574,358 shares of common stock outstanding.
Documents Incorporated by Reference
Portions of the proxy statement for the annual meeting of stockholders to be held on May 1, 2008 are incorporated by reference into Part III.
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Market for Registrant’s Common Equity and Related Stockholder Matters |
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Management’s Discussion and Analysis of Financial Condition and Results of Operation |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Security Ownership of Certain Beneficial Owners and Management |
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| Item 15. |
Exhibits, Financial Statement Schedules and Reports on Form 8-K |
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The disclosure and analysis of Central European Distribution Corporation, or the Company, in this report contain forward-looking statements, which provide the Company’s current expectations or forecasts of future events. Forward-looking statements in this report 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; |
| • | statements about the level of the Company’s costs and operating expenses relative to its revenues, and about the expected composition of its revenues; |
| • | statements about the Company’s acquisition and investment opportunities, such as the proposed investment in the Whitehall Group and the proposed Parliament acquisition, or the integration of its acquisitions and investments; |
| • | information about the impact of Polish regulations on the Company’s business; |
| • | other statements about the Company’s plans, objectives, expectations and intentions; and |
| • | other statements that are not historical facts. |
Words such as “believes”, “anticipates” and “intends” may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the factors described in the section entitled “Risk Factors” in this report. Other factors besides those described in this report could also affect actual results. You should carefully consider the factors described in the section entitled “Risk Factors” in evaluating the Company’s forward-looking statements.
You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this report, or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks the Company describes in the reports it files from time to time with the Securities and Exchange Commission, or SEC.
In this Form 10-K and any amendment or supplement hereto, unless otherwise indicated, the terms “CEDC”, the “Company”, “we”, “us”, and “our” refer and relate to Central European Distribution Corporation, a Delaware corporation, and, where appropriate, its subsidiaries.
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| Item 1. | Business |
We are Central Europe’s largest integrated spirit beverages business. We produce vodka at two distilleries in Poland and are the largest distributor of alcoholic beverages with a country-wide distribution network. We are also a leading importer of spirits, wine and beer in Poland. Our products are also exported out of Poland. Since July 2006, we have been expanding our importation and distribution capabilities outside of Poland through Bols Hungary. Measures of our revenue, profit and total assets can be found in our consolidated financial statements. In addition, measures of our revenue and long-lived assets, broken down by geographic region, can be found in Note 20 to our consolidated financial statements.
Our Competitive Strengths
Leading national distributor of alcoholic beverages in Poland. We are the leading national distributor of alcoholic beverages in Poland by value, and we believe we offer one of the broadest portfolios of alcoholic beverages with over 700 brands. We operate in a highly fragmented market served by an estimated 170 distributors, and we believe there is a significant gap in market share between us and our nearest competitors, Alti Plus S.A. and Sobieski Group, which operate on a multiregional, rather than national basis. We operate the largest nationwide delivery service in Poland, and we provide next day delivery through our 17 distribution centers, 87 satellite branches and large fleet of delivery trucks. We believe that we are the leading distributor in each category of alcoholic beverages we distribute in Poland, except for domestic beer. We believe that we have strong negotiating leverage with our suppliers because of our large volume of purchases and are thus able to obtain good terms.
Leading producer and marketer of domestic vodkas in Poland. We are the largest vodka producer by value and volume in Poland, and one of the largest producers of vodka in the world. We produce and sell approximately 9.3 million nine-liter cases of vodka per year in the four main vodka segments in Poland: top premium, premium, mainstream and economy. In the Bols distillery, we produce the Bols and Soplica vodka brands among other spirit brands. Bols Vodka is the number one selling premium vodka sold in Poland by volume and value. Soplica has consistently been one of the top ten mainstream selling vodkas in Poland. Sales of nine liter cases of Soplica increased by 22% in 2007, making it one of the fastest growing vodka brands in Poland and nine liter case sales of our flagship Bols brand increased by 19% in 2007 . Our subsidiary, Polmos Białystok, produces Absolwent, which has been the number one selling vodka in Poland for the last six years with sales reaching a record of 4.12 million nine liter cases in 2007. In addition to Absolwent brand, Polmos Białystok also produces Zubrówka, which also is exported out of Poland, to many markets including the United States, England, Japan and France, where it is the number two imported premium vodka by volume. Lastly, we produce Royal Vodka which is the number one selling vodka in Hungary, where it is distributed by our subsidiary Bols Hungary.
Leading importer of alcoholic beverages in Poland. We are a leading importer of spirits, wine and beer in Poland and Hungary. We currently import on an exclusive basis 40 leading brands of spirits, wine from over 40 producers and 8 brands of beer, including internationally recognized brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Brandy, Rémy Martin Cognac, Guinness, Sutter Home wines, Grants Whiskey, Jagermeister, E&J Gallo wines, Jim Beam Bourbon, Sierra Tequila, Teachers Whisky, Campari, Cinzano, Skyy Vodka and Old Smuggler. Margins on our import portfolio are on average two to three times higher than margins we realize on products that we distribute for other importers or domestic producers.
Attractive platform for international spirit companies to market and sell products in Poland and Hungary. Our extensive distribution network in Poland, and our sales and marketing organizations in Poland and Hungary, provide us with an opportunity to continue to expand our import portfolio. We believe we are well placed to service the needs of other international spirit companies that wish to sell products in the markets in which we operate without the need to establish new infrastructure to service these markets.
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Attractive market dynamics. We believe that a combination of factors make Poland an attractive market for companies involved in the alcoholic beverages industry.
| • | Poland has historically been a large market for vodka consumption. Poland ranks as the fourth largest consumer of vodka in the world by volume. Total alcoholic beverage consumption in Poland is estimated to grow by 4% to 5% in 2008 to reach total sales of 641.5 million liters of pure alcohol in 2008. We are experiencing a premiumization effect in the Polish and Hungarian markets whereby sales of both domestic and imported branded products are growing faster than the overall market, with sales of imported products growing the fastest. |
| • | Changes to the regulatory environment as a result of Poland’s accession into the European Union have benefited the alcoholic beverages industry. On May 1, 2004, Poland joined the European Union, resulting in the removal of customs borders between Poland and the other members of the European Union. As a result, the duty on imported alcohol products from other members of the European Union was eliminated, reducing prices on our imported alcohol products and increasing their sales. |
| • | We believe, based on industry statistics and our own experience that approximately 70% of vodka sales in Poland are still made through so-called “traditional trade”, which consists primarily of smaller stores, usually owned and run by independent entrepreneurs, and local supermarkets. Traditional trade provides our primary source of sales. Despite the increasing role of so called “modern trade” in the Polish market, we believe that a significant portion of the sales of vodka will in the future continue to be made in the traditional trade channel in Poland. |
Professional and experienced management team. Our management team has significant experience in the alcoholic beverage industry in the region and has increased profitability and implemented effective internal control over financial reporting. William Carey, our chairman, chief executive officer and president, was one of our founders and has been a key contributor to the growth and success of our business since its inception. This increase has been driven in part by acquisitions, which our management team has efficiently integrated into our existing operations.
Overview
Production
We are the largest vodka producer by value and volume in Poland, and one of the largest producers of vodka in the world. We produce and sell approximately 9.3 million nine-liter cases of vodka per year 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.
We purchased the Bols distillery on August 17, 2005 from Rémy Cointreau S.A., Takirra Investment Corporation N.V. and Botapol Management B.V. (an indirect subsidiary of Rémy Cointreau S.A.). The distillery is one of the most modern in Poland. In the Bols distillery, we produce the Bols and Soplica vodka brands among other spirit brands. Bols vodka is the number one selling premium vodka in Poland and Hungary by value. Soplica, a mainstream brand, has consistently been one of the top ten selling vodkas sold in Poland.
As part of a privatization transaction with the Polish State Treasury, we acquired 61% of Polmos Białystok on October 12, 2005. Our shareholding in Polmos Bialystok, which is listed on the Warsaw Stock Exchange, was subsequently increased to 90.14% through share purchases on the open market in 2005 and tender offers in 2006 and February 2007. In addition, in June 2007 we completed a mandatory buyout of most of the remaining shares of Polmos Bialystok, thus increasing our total interest to 99.93%. Polmos Białystok has modern technical facilities. The management of Polmos Białystok has many years of experience and has built the number one selling mainstream vodka in Poland, Absolwent, which has been the number one selling vodka for the last seven years based on volume and sales. In addition to Absolwent, Polmos Białystok also produces Zubrówka.
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The Zubrówka brand is also exported out of Poland, mainly to Europe. In 2006, net export sales revenues of Zubrówka grew by 41% over 2005 sales and by another 36% in 2007 over 2006 sales. In 2007, we rolled out the new Zubrówka premium export package to most markets where it has been well received.
In addition we have completed the construction of two rectification units: one unit at our Bols facility and one unit at our Polmos Białystok facility. Both rectification units went on-line in October 2007. We expect that these investments will allow us to reduce our costs of purchasing rectified spirits and ensure their consistent quality.
In July 2007, we announced that we signed a binding letter of intent to acquire a significant majority interest in a company in Russia holding various alcoholic beverage production and distribution assets, including the Parliament vodka brand. Parliament vodka is the number one selling premium vodka brand in Russia. Parliament is expected to reach sales of over 3 million 9 liter cases in 2008, which would represent a 20% gain over 2007 sales. This acquisition is subject to customary closing conditions. We currently expect to consummate the transaction in the first quarter of 2008. Parliament would give us our first platform in Russia where we can not only grow the Parliament brand domestically, but also could 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.
Distribution
We are the leading distributor by value of alcoholic beverages in Poland. Our business involves the distribution of products that we import on an exclusive basis and products we produce from our two distilleries (Bols and Polmos Białystok ). In addition, we handle the distribution of a range of products from the local and international drinks companies operating in Poland for which we are the largest distributor for many of such suppliers.
We operate the largest nationwide next-day alcoholic beverage delivery service with 17 distribution centers and 87 satellite branches located throughout Poland. We distribute over 700 brands of alcoholic beverages consisting of a wide range of alcoholic products, including spirits, wine and beer, as well as non-alcoholic beverages.
The following table illustrates the breakdown of the products we distributed in the twelve months ended December 31, 2007, 2006 and 2005:
| Sales Mix by Product Category |
2007 | 2006 | 2005 | ||||||
| Vodka |
72 | % | 75 | % | 73 | % | |||
| Beer |
9 | % | 9 | % | 10 | % | |||
| Wine |
8 | % | 8 | % | 9 | % | |||
| Spirits other than vodka |
10 | % | 7 | % | 6 | % | |||
| Other |
1 | % | 1 | % | 2 | % | |||
| Total |
100 | % | 100 | % | 100 | % |
We distribute products throughout Poland directly to approximately 39,000 outlets, including off-trade establishments, such as small and medium-size retail outlets, petrol stations, duty free stores, supermarkets and hypermarkets, and on-trade locations, such as bars, nightclubs, hotels and restaurants, where such products are consumed. These accounts are serviced by our 678 salespeople in Poland and Hungary. As one of our key objectives is to distribute more of our own products over time, we have established an incentive compensation system for our salespeople for both products that we produce and products that we import exclusively into Poland.
When we first began distributing domestic vodka in Poland in 1996, we were one of approximately 1,000 distributors operating in Poland. Today we estimate that there are approximately 130 vodka distributors
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remaining with the top 40 accounting for an estimated 85% of sales and believe that in the coming few years that number will stabilize at around 20 to 30. We believe that during this time of consolidation, we have been the main consolidator on the market, having acquired 20 distribution companies, including a wine importer while many other distributors have gone out of business.
In July 2006 we acquired 100% of the share capital of Bols Hungary and the “Royal Vodka” trademark. In both cases the seller was DELB Holding BV, a subsidiary of Rémy Cointreau S.A. Bols Hungary distributes Royal Vodka, which is the number one selling vodka in Hungary with a market share of approximately 25.7% based on value, and which is produced by us in Poland at our Bols production facility. On September 26, 2006, we acquired from Lucas Bols B.V., a perpetual, exclusive, royalty-free and sublicensable license to use the Bols Vodka trademark in the marketing and sale of our products in Hungary. Bols Vodka is the number one premium vodka in Hungary. In addition to Royal Vodka, and Bols Vodka, Bols Hungary has an extensive import portfolio which includes the Rémy Cointreau Group’s portfolio, the Grant’s portfolio, the C&C portfolio and Jagermeister. Hungary is one of the leading markets in the world for Jagermeister.
In July 2007, we acquired 100% of the outstanding shares of PHS Sp. z o.o., an alcohol distributor located in Western Poland. In the second half of 2007, we successfully integrated PHS into the CEDC group.
Import and Export Activities
We have exclusive rights to import and distribute approximately 40 leading brands of spirits, wine and beer into Poland and distribute these products throughout Poland. We also provide marketing support to the suppliers who have entrusted us with their brands.
Our exclusive import brands include the following:
| LIQUEURS |
WHITE VODKAS | BROWN SPIRITS | VERMOUTH & BITTERS |
WINE & CHAMPAGNES |
BEER | NON ALCOHOLIC | ||||||
| Disaronno Amaretto |
Skyy vodka | Jim Beam | Cinzano-vermouth | Sutter Home | Guinness | Evian | ||||||
| Jeagermeister |
Tequila Sierra | Cognac Camus | Campari | Torres | Kilkenny | Badoit | ||||||
| Sambuca |
Cana Rio | Cognac Remy Martin |
Concha y Toro | Bitburger | ||||||||
| Amaretto Gozio |
Gin Finsbury | Metaxa | Gallo | Grolsh | ||||||||
| Amaretto Florence |
Ouzo | Brandy Torres | Carlo Rossi | Amsterdam | ||||||||
| Amaretto Venice |
Grappa Piave | Brandy St Remy | B. P. Rothschild | Franziskaner | ||||||||
| Cointreau |
Grappa Primavera | Whisky William’s | Laroche | Budweiser | ||||||||
| Passoa |
Sauza | Whisky Teacher’s | Frescobaldi | Corona | ||||||||
| Bols Liqueurs |
Larios Gin | Whisky Old Smuggler |
Codorniu | |||||||||
| Whisky Glen Grant |
Piper Heidsieck | |||||||||||
| Grant’s | Penfolds | |||||||||||
| Glenfiddich | Faustino | |||||||||||
| Balvenie | J.Moreau & Fils | |||||||||||
| Clan MacGregor | Kressmann | |||||||||||
| Rum Old Pascas | Boire Manoux | |||||||||||
| M.Chapoutier | ||||||||||||
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As a group on a comparable basis, our exclusive import portfolio grew 46%, based on value, in 2007 over our 2006 results.
In 2007, we entered into a new distribution agreement with Marsalle Company in the United States, where sales of Zubrówka have commenced in major cities, including Chicago and New York. During 2008, we anticipate rolling out Zubrówka out in other major cities across the country.
In June 2006, we signed three new distribution agreements in a number of significant markets for our Zubrówka vodka brand. We signed a long-term distribution agreement with Pernod Ricard, effective July 1, 2006, for a number of key markets around the world including France, where Zubrówka is the number one premium vodka. We also signed new distribution agreements with distributors in the United Kingdom (Marblehead Brand Development Co.), Denmark, Norway, Sweden, Finland and Japan (Lead Off, Ltd).
We have worked diligently to create brand awareness and sales for our exclusive import products. As a result of this work, our import portfolio has the number one selling mainstream wine, Carlo Rossi.
History
We were incorporated under the laws of the State of Delaware on September 4, 1997. Our registered office is c/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808. Our principal executive office is Two Bala Plaza, Suite 300, Bala Cynwyd, PA 19004, United States of America, and its telephone number is +1-610-660-7817.
Carey Agri, CEDC’s predecessor and still one of our main distribution subsidiaries, was incorporated as a limited liability company in July 1990 in Poland. It was founded by, among others William V. Carey, our President and Chief Executive Officer since CEDC’s inception. We began our distribution business in 1990. In February 1991, Carey Agri was granted its first import beer license. Shortly thereafter, other beer and spirit brands were added to the import portfolio. In 1993, we began to implement a direct next-day delivery system in Warsaw. We replicated this Warsaw model in the cities of Krakow (1993), Wroclaw (1994), Szczecin (1994), Gdynia (1994), Katowice (1995), Torun (1995) and Poznan (1996). In 1996, Carey Agri began to distribute domestic vodka which they added to their already existing distribution portfolio.
On November 28, 1997, CEDC and all of the holders of the shares of Carey Agri’s common stock entered into a contribution agreement, pursuant to which the holders of shares of Carey Agri’s common stock transferred all such shares to CEDC in exchange for an aggregate of 1,780,000 shares of CEDC’s common stock. As a result of this share exchange, Carey Agri became a wholly owned subsidiary of CEDC. In July 1998, CEDC issued 2,000,000 shares of its common stock in an initial public offering and was admitted for quotation on the Nasdaq SmallCap Market, raising net proceeds of approximately U.S.$10.6 million. The funds raised in the initial public offering were used to acquire three leading regional distributors and the leading wine importer in Poland and to expand penetration of our vodka distribution throughout Poland. In June 1999, we were accepted onto the Nasdaq National Market (currently Nasdaq Global Select Market) where we trade under the symbol “CEDC”. By 2001, we had acquired the three distribution companies, Agis S.A., Polskie Hurtownie Alkoholi S.A. and MTC sp. z o.o., and the wine importer PWW sp. z o.o. we had targeted during the initial public offering and had significantly increased the range and the scale of our distribution business.
For the following years, we have been increasing our distribution capacity through organic growth and by acquiring distributors primarily involved in the vodka distribution business and by expanding the branch network, particularly in regions where we neither distributed directly nor had a leading market position.
Following the completion of this first group of acquisitions, we have acquired and integrated into our network additional distribution companies throughout Poland, thereby solidifying our direct-to-retail nationwide distribution model. In 2005, we realized a long-term goal in acquiring two leading production companies by
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purchasing a 66% stake in Polmos Białystok and a 100% stake in Bols to augment our import and distribution business. In December 2006 and February 2007, we concluded two tender offers, including a mandatory buyout of most of the remaining shares of Polmos Bialystok in June 2007, thus increasing our total interest to 99.93%. As a result, today we are the largest vodka producer by value and the leading distributor and importer of alcoholic beverages by value in Poland. In July 2006, we acquired our first operating company outside of Poland: Bols Hungary.
Industry Overview
Poland is the fourth largest market in the world for the consumption of vodka by volume and is in the top 25 markets in total alcohol consumption worldwide. The total net value of the alcoholic beverage market in Poland was estimated to be approximately $6 to $8 billion in 2007. We estimate total sales value of alcoholic beverages at current prices increased by approximately 7-9% from December 2006 to December 2007. The increase was the result of increased sales value of all main groups of alcoholic products, for which we estimate the following growth: beer (by approximately 8%), spirit products (by approximately 10%) and wine (by approximately 15%). Beer and vodka account for approximately 91% of the value of sales of all alcoholic beverages.
The sales and distribution of alcoholic beverages is typically a seasonal business, for the 12 months ending December 31, 2007, over 33% of our sales was realized during the fourth quarter as compared to 19% during the first quarter. Further information regarding quarterly financial information, can be found in Note 19 to our Consolidated Financial Statements.
Market Segmentation
Spirits
Domestic vodka consumption dominates the Polish spirits market with over 96% market share, as Poland is the fourth largest market in the world for the consumption of vodka.
Vodka
The Polish vodka market is divided into four segments based on quality and price(*):
| • | Top premium and imported vodkas, with such brands as Finlandia, Absolut, Bols Excellent, Chopin, and Królewska; |
| • | Premium segment, with such brands as Bols Vodka, Sobieski, Wyborowa, Smirnoff, Eristoff, Maximus, and Palace Vodka; |
| • | Mainstream segment, with such brands as Absolwent, Batory, Zlota Gorzka, Luksusowa, Soplica, Zubrówka, Zoladkowa Gorzka, Polska; and |
| • | Economy segment, with such brands as Starogardzka, Krakowska, Boss, Niagara, Czysta Slaska, Prezydent, Z Czerwona Kartka, and Ludowa. |
| (*) | Brands in bold face type are produced by us. |
In terms of value, the top premium and imported segment accounts for approximately 5% of total sales volume of vodka, while the premium segment accounts for approximately 20% of total sales volume. The mainstream segment which is the largest, now represents approximately 40% of total sales volume. Sales in the economy segment have declined such that the economy segment currently represents approximately 35% of total sales volume.
Wine
The Polish wine market, which grew to an estimated 86 million liters in 2007 is represented primarily by two categories: table wines, which account for 3.5% of the total alcohol market and sparkling wines, which
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account for 1.1% of the total alcohol market. As Poland has almost no local wine production, the wine market has traditionally been dominated by imports, with lower priced Bulgarian wines representing the bulk of sales. However, over the last three years, sales of new world wines from regions such as the United States, Chile, Argentina and Australia have seen rapid growth. In 2007, it is estimated that sales of wine from these regions grew by 47% in value as compared to a decrease in sales of wine from Bulgaria of 3%.
We believe that consumer preference is trending towards higher priced table wines. The best selling wines in Poland previously retailed for under $4 per bottle. Currently, the best selling wines retail in the $4 to $8 range. As the price point for wine moves up, we believe we are in a good position to take advantage of this trend as our import wine portfolio has a concentration in the $6 to $10 retail price range and higher.
Beer
Poland is the fourth largest beer market in Europe and has been growing since 1993. Sales of beer account for 52.9% of the total sales value of alcoholic beverages in Poland. Consumption grew approximately 8.4% during 2007 to reach approximately 35.1 million hectoliters. As a result, beer consumption in Poland has reached average European Union levels of approximately 93 liters per capita per annum in 2007. Therefore, we anticipate that future growth in the beer market is likely to slow to approximately 2% to 3% per year in the next few years.
Three major international producers, Heineken, SAB Miller and Carlsberg, control approximately 85% of the market through their local brands. Imported brands represent less than 1% of the total beer market in Poland.
Distribution Overview
In 1996 there were approximately 1,000 distributors of domestic vodka in Poland. Since 1996, more than 800 distributors have gone out of business or were sold as the vodka distribution market has consolidated. We believe, that during this period, we have been the main consolidator in the market. We have acquired 18 distribution companies throughout Poland, either by purchasing their existing businesses or by acquiring their capital stock, and have integrated them into our nationwide distribution platform. We believe this consolidation trend will continue until the number of distributors stabilizes at around 20 to 30 distributors. Many of the distributors who have gone out of business were small independent operators and as such lacked or had limited operating leverage with suppliers to garner adequate margins.
As noted above the market for the distribution of alcoholic beverages in Poland is still fragmented. Most alcohol distributors mainly deliver a range of beers, wines, and spirits, and operate regionally rather than nationally, due to the difficulties in establishing a nationwide distribution system, such as the large amount of capital required to set up such a system, and an extremely poor road infrastructure.
In Poland there is a ban on “above the line” advertising of alcoholic beverages, which we explain below, under “Government Regulations—Alcohol Advertising Restrictions”. This increases the importance of direct access to customers to promote and develop brands. We believe that our established nationwide distribution network provides us with an advantage by enabling us to promote our brands using “point-of-sale” advertising and promotions.
Distributors of alcoholic beverages deliver to both off-trade sites (traditional and modern trade) and on-trade sites; however, most distributors concentrate primarily on the off-trade. Off-trade establishments include small and medium-size retail outlets, gas stations, duty free stores, supermarkets and hypermarkets, and on-trade locations include bars, nightclubs, hotels and restaurants, where such products are consumed.
There has been a trend of expansion of major discounters and petrol chain stores. This trend is apparent in the rapid expansion of petrol stations, which are owned and operated by major international companies such as Shell, BP, and Statoil and by Polish companies such as Orlen, which is the largest in Poland. Many of these
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petrol stations contain convenience stores, which sell all types of alcoholic beverages and in many areas serve as local convenience/liquor stores. These chains are ordering direct from suppliers and from distributors who can service either the whole country or large parts of the country. We believe the small regional distributor will find it increasingly difficult to compete in this environment and will probably find it difficult to operate a viable business model.
In the light of the changing trends in the distribution industry, we feel we are in a good position to service the national chain clients and to acquire those distribution companies that fit into our nationwide distribution system.
We operate a decentralized distribution system of 17 distribution centers and 87 satellite branches for delivery to our retail clients. Our branches are strategically located throughout Poland to effectively compensate for the current poor road infrastructure. Distribution and day-to-day decisions at these facilities are made by local management, who report directly to our central office in Warsaw. All strategic initiatives, however, are developed and disseminated from the central office.
Operations
Our employees
As of December 31, 2007, 2006 and 2005 we employed, on a full time basis: 3,361, 3,015 and 2,917 employees, respectively. As of December 31, 2007 we employed 734 full time employees at Bols and Polmos Białystok, of which 204 were production employees.
As of December 31, 2007 we employed 56 employees in our Hungarian subsidiary, Bols Hungary, which we acquired in July 2006.
Our turnover rate has averaged approximately 8-10% over the last five years. In the interest of keeping our company current and efficient, we provide periodic training sessions every year for our key employees. This training is overseen by our Human Resources Department.
Polish labor laws require that certain benefits be provided to employees, such as a certain number of vacation days, maternity leave and retirement bonuses. The law also restricts us from terminating employees without cause and requires in most instances a severance payment of one to three months’ salary. Additionally, we are required to contribute monthly payments to the governmental health and pension system. Most of our employees are not unionized, and we have had no significant employee relations issues. In addition to the required Polish labor law requirements, we maintain an employee incentive stock option plan for key management and provide supplemental health insurance for qualified employees.
Sales Organization
In Poland, we employ approximately 754 salespeople who are assigned to one of our 17 distribution centers and 87 satellite branches. In Hungary, we employ approximately 31 salespeople who cover primarily on-trade and key account customers throughout the country. In 2006, we implemented a more targeted sales approach. We narrowed the focus of our domestically located salespeople by assigning each sales person to a specific channel: key accounts (hypermarkets, discount stores and gas stations), on-trade accounts or traditional trade accounts. We believe that a specific targeted sales focus in each of these channels is key to delivering future growth.
The hypermarket channel, which is expected to show further expansion, requires a dedicated national sales team to handle their specific requirements. In return, this provides us an opportunity to promote our brands in national chains utilizing techniques such as price promotions and pallet displays.
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The use of a dedicated on-trade only sales team, the only national one in Poland to date, to work closely with bar, restaurant and hotel owners provides us with a key opportunity to promote and sell our brands to consumers. This is especially crucial given the restraints on media advertising for spirits. Finally, the traditional trade sales force continues to focus on the channel in Poland that is still the dominant area in terms of sales volume. In addition, each of these account groups is also assigned a marketing and merchandizing team that works in conjunction with the sales team to serve the client.
Our export team works separately from our domestic sales team and reports directly to our Director of Export.
Marketing
We have a marketing department, which manages the marketing support of the brands we produce in Poland as well as the brands for which we are the exclusive Polish importers, representing a combined marketing budget of approximately $16.9 million for 2007. Additionally, the marketing team supports our export department in developing the packaging and promotional activities for our exports. We have recently centralized the management of the marketing team for all of our subsidiaries to ensure sharing of best marketing practices amongst all of our brands. We have a dedicated team of 30 marketing people, the largest such team in the spirits sector in Poland. Some of the activities that the team is focused on include developing programs such as on-pack promotions, on-trade promotions and point of sales merchandise. Our marketing team is constantly looking for marketing innovations to implement, such as our recently developed program of placing branded vodka coolers into selected outlets.
Sources and Availability of Raw Materials for Spirits that We Produce
The principal components in the production of our distilled spirits are products of agricultural origin, such as rectified spirit, as well as flavorings, such as bison grass for Zubrówka, and packaging materials, such as bottles, labels, caps and cardboard boxes. We purchase raw spirit, bison grass and all of our packaging materials from various sources in Poland by contractual arrangement and through purchases on the open market. Agreements with the suppliers of these raw materials are generally negotiated with indefinite terms, subject to each party’s right of termination upon six months’ prior written notice. The prices for these raw materials are negotiated every year.
We have several suppliers for each raw material in order to minimize the effect on our business if a supplier terminates its agreement with us or if disruption in the supply of raw materials occurs for any other reason. We have not experienced difficulty in satisfying our requirements with respect to any of the products needed for our spirit production and consider our sources of supply to be adequate at the present time.
We do not believe that we are dependant on any one supplier in our production activities.
Internal Audit
We have an internal audit group consisting of a team of five people who have direct access to the audit committee of our board of directors. The team’s primary function is to ensure our internal control system is functioning properly. Additionally, the team is used from time to time to perform operational audits to determine areas of business improvements. Working in close cooperation with the audit committee, senior management and the external auditors, the internal audit function supports management to ensure that we are in compliance with all aspects of the Sarbanes-Oxley Act.
Control of Bad Debts
We believe that our close monitoring of customer accounts both at the relevant regional offices and from Warsaw has contributed to our success in maintaining a low ratio of bad debts to net sales. During each of 2005,
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2006 and 2007, bad debt expense as a percentage of net sales, was less than 0.1%. Our management believes the ongoing enhancement of computer systems for interoffice financial and administrative controls will assist in maintaining a low ratio of bad debts to net sales as we continue to expand. In addition, on December 1, 2005 we put into effect new trading terms in the market regarding the purchasing of products from our distilleries. As a result, distributors must pay in cash or provide an acceptable bank guarantee for their purchases of our product from our distilleries. All significant distributors have signed the new trade terms, thereby reducing our bad debt exposure from our distillery business.
Competition
The alcoholic beverage distribution industry in Poland is competitive and highly fragmented. We compete primarily with other distributors and indirectly with hypermarkets. We compete with various regional distributors in all regions where our distribution centers and satellite branches are located. Competition with these regional distributors is greatest with respect to domestic vodka brands. We address this regional competition, in part, through offering our customers competitive pricing, reliable service and in-store promotions of our own brands, which we believe gives us an advantage over our competitors. In addition, we have over 16 years of sales experience in establishing and developing relationships with our clients throughout Poland.
The level of hypermarkets (which have been the primary threat to alcoholic beverage distributors in Western Europe because they purchase directly from suppliers) has recently stabilized in Poland. We believe that the growth of hypermarkets and discounters may continue but will be hampered by the poor transportation infrastructure in Poland as well as various socio-economic factors, such as smaller average living spaces, which limits consumers’ ability to buy in bulk. In addition, there has been recent legislation that has restricted hypermarkets’ growth in order to protect smaller stores.
The production of spirits in Poland is also competitive. We compete primarily with eight other major spirit producers in Poland, some of which are privately-owned while others are still state-owned. The spirit market in Poland is dominated by the vodka market. The vodka market is broken down into four main segments: Top Premium and Imported, Premium, Mainstream and Economy. We produce vodka in all four segments and have our largest market share in the mainstream segment. Though vodka brands compete against each other from segment to segment, the most competition is found within each segment. As we have a presence in each category and have four of the top ten best selling vodka brands in Poland and as we have approximately 30% market share measured by value, we are in a good position to compete effectively in all four segments.
Property, Plant and Equipment
Headquarters, Sales Offices and Warehouses. We have entered into leases for our Warsaw headquarters and most of our other 17 distribution centers and 87 satellite branches. Our Polish headquarter is located in Warsaw, Bobrowiecka 6, 00-728 Warsaw. Our distribution centers are located in: Gdansk, Warszawa, Olsztyn, Zielona Góra, Białystok (two centers), Torun, Stargard Szczecinski, Przeworsk, Zabkowice Slaskie, Chrzanów, Łódz, Konin, Łomza, Mosina and Minsk Mazowiecki. The amount of warehouse space leased for each distribution center averages 2,713 square meters. The amount of office and storage space leased for each satellite branch averages 368 square meters. The Warsaw lease expires on May 1, 2010, and neither party may terminate the lease except for material breaches. The Warsaw facility is approximately 9,765 square meters of warehouse and 3,457 square meters of office space which is currently used for our headquarters. We believe the warehouse facility has sufficient space to permit us to expand for the next two to three years without any further significant capital expenditure.
Retail Outlets. We have entered into a long term or indefinite term lease agreements with each of our six retail outlets. We have obtained agreements from the landlords to waive their rights to terminate the leases for a period of three years, provided that we are performing our obligations under these leases.
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Production and rectification facilities. Our production facilities comprise two plants, one located in Białystok, Poland for Polmos Białystok and the other located in Oborniki Wielkopolskie, Poland for Bols. The Białystok facility is located on 78,665 square meters of land which are leased from the government on a perpetual usufruct basis. The production capacity of our production plant in Białystok is approximately 24 million liters of 100% alcohol per year and currently, we use approximately 75% to 85% of its production capacity. In the Polmos Białystok distillery we produce Absolwent (and its flavor extensions), Zubrówka, Palace Vodka and Batory. The rectification facilities at the Bols and Bialystok plants can produce upwards of 90,000 liters of 100% spirit per day.
The Bols facility is located on 80,519 square meters of which 58,103 square meters are owned by us and 22,416 square meters are leased from the government on a perpetual usufruct basis. Currently, we use approximately 50% to 60% of the plant’s production capacity. In the Bols distillery we produce Bols Excellent, Bols Vodka and its taste variations, Soplica, Soplica Szlachetna Polska, Soplica Tradycyjna Polska, Soplica Wisniowa Polska, Soplica Staropolska, Boss, Slaska, Niagara and Royal Vodka. The plot on which the Bols facility is located is unencumbered.
Delivery trucks. Our fleet of vehicles consists of 1,206 cars (including delivery trucks), 1,008 of which are owned by us and our subsidiaries and the remaining 198 are leased. As of December 31, 2007, their aggregate book value was PLN 25.4 million ($10.4 million). The terms for the leased trucks are generally for two to five years and we treat them as capital leases.
Research and Development, Intellectual Property, Patents and Trademarks
We do not have a separate research and development unit, as new product developments are primarily performed by our marketing department. Our activity in this field is generally related to improvements in packaging and extensions to our existing brand portfolio, such as introduction of flavored varieties of our main clear vodka brands—Bols, Absolwent and Soplica—or revised production processes, leading to improved taste.
We own a number of trademarks, most of which are for vodka brands, which include the following: Zubrówka, Soplica Vodka and Absolwent in Poland and Bols Vodka in Poland, Hungary and Russia.
Government Regulations
The Company is subject to a range of regulations in the countries in which it operates. Where it produces products, the Company is subject to environmental laws and regulations and may be required to obtain permits and licenses to operate its facilities. Where it distributes, markets and sells products, it may be subject to laws and regulations on trademark and brand registration, packaging and labeling, distribution methods and relationships, pricing and price changes, sales promotions and public relations. The Company is also subject to rules and regulations relating to changes in officers or directors, ownership or control.
The Company believes it is in compliance in all material respects with all applicable governmental laws and regulations in the countries in which it operates, and expects all material governmental permits and consents to be renewed by the relevant governmental authorities upon expiration. The Company also believes that the cost of administration and compliance with, and liability under, such laws and regulations does not have, and is not expected to have, a material adverse impact on its financial condition, results of operations or cash flows.
Alcohol Advertising Restrictions
In 2001, significant changes were introduced to the Polish Alcohol Awareness Act of October 26, 1982 (o. t. Dz. U. 2002. 147. 1231, as amended), by separating regulations addressing beer from regulations addressing other alcoholic beverages. According to the 2001 regulations, “above-the-line advertising and promotion”, which is an advertising technique that is conventional in nature and impersonal to customers, using current traditional
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media such as television, newspapers, magazines, radio, outdoor, and internet mass media, for alcoholic beverages with less than 18% alcohol content are permitted but are limited to the following: billboard advertising (provided that 20% of the surface of the billboard contains health warnings with respect to alcohol consumption), advertising in the press (only the inside of a publication-no front or back cover advertising is permitted); television advertising (only between the hours of 8:00 p.m. and 6:00 a.m.), and no advertising may be associated with sexual attractiveness, relaxation, health, or sport, nor may it incorporate children in any way. No above-the-line activities, even limited activities, are permitted for other alcoholic beverages.
For “below-the-line advertising and promotion”, which is an advertising technique that uses less conventional methods than the usual specific channels of advertising and typically focuses on direct means of communication, most commonly direct mail and e-mail, often using highly targeted lists of names to maximize response rates, for all alcoholic beverages, the government permits direct mail campaigns, promotions such as game contests, the packaging of gifts with an alcoholic beverage (e.g., a free glass attached to a bottle of spirits) and other similar promotions. However, incentive promotions must be conducted within the alcohol section of each store. In the on-premise outlets, most below-the-line activities are permitted.
We believe we are in material compliance with the government regulations regarding above-the-line and below-the-line advertising and promotion. To date, we have not been notified of any violation of these regulations.
Anti-monopoly Regulations
Several types of mergers and acquisitions between business entities, including acquisitions of stock, under circumstances specified in the Polish Anti-Monopoly Act, require prior notification to the Polish Anti-Monopoly Office. Sanctions for failure to properly notify the Polish Anti-Monopoly Office include fines imposed on parties to the transaction and members of their governing bodies. Under the Polish Anti-Monopoly Act, acquisitions may be blocked or have conditions imposed upon them by the Polish Anti-Monopoly Office, if the Polish Anti-Monopoly Office determines that the acquisition has a negative impact on the competitiveness of the Polish market. Generally, if an acquisition would lead to a combination of market shares totaling 40% or more of the relevant market, such an acquisition has a greater likelihood of being blocked; however, organic growth beyond this level is permitted, as long as a dominant position is not abused in the marketplace.
Polish Competition Regulations
Under the Polish Anti-Monopoly Act, a dominant position is presumed to exist if the supplier holds a market share of 40% or more. A dominant supplier cannot treat distributors unequally or discriminate among distributors wanting to buy its products. In addition, a dominant supplier faces a number of other restrictions, which generally prohibit it from abusing its dominant position. On September 30, 2005, the Polish Anti-Monopoly Office issued a decision which permitted our subsidiary Carey Agri to acquire Polmos Białystok, subject to certain conditions. These conditions included an obligation to effect at least 35% of the total domestic sales (measured separately in each calendar year) of the products manufactured by each of Bols and Polmos Białystok through non-CEDC distributors through December 31, 2008. These sales to independent distributors must be effected on the same criteria and terms as applied to distributors of our group. This condition also applies throughout the above-mentioned period separately to each of the following brands produced by Bols and Białystok: Bols, Zubrówka, Soplica and Absolwent. Carey Agri must report the fulfillment of the above conditions to the Polish Anti-Monopoly Office on an annual basis.
Environmental Matters
We are subject to a variety of laws and regulations relating to land use and environmental protection, including the Polish Environmental Protection Law of April 27, 2001 (Dz.U. 2006. 129.902, as amended), the Polish Waste Law of April 27, 2001 (Dz.U. 2001. 62.628 as amended), the Polish Water Management Law of
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April 18, 2001 (Dz.U.2005.239. 2019, as amended) and the Polish Act on Entrepreneurs’ obligations regarding the management of some types of waste and deposit charges of May 11, 2001 (Dz.U. 2001.63.639, as amended). We are not required to receive an integrated permit to operate our Polmos Białystok and Bols production plants. However, we receive certain permits for the economic use of the environment, including water permits, permits for production and storage of waste and permits for discharge of pollutants into the atmosphere. In addition, we have entered into certain agreements related to the servicing and disposal of our waste, including raw materials and products unsuitable for consumption or processing, paper, plastic, metal, glass and cardboard packaging, filtration materials (used water filter refills), used computer parts, unsegregated (mixed) residential waste, damaged thermometers and alcoholmeters, used engine and transmission oils, batteries and other waste containing hazardous substances. In addition, we pay required environmental taxes and charges related primarily to packaging materials and fuel consumption and we believe we are in material compliance with our regulatory requirements in this regard. While we may be subject to possible costs, such as clean-up costs, fines and third-party claims for property damage or personal injury due to violations of or liabilities under environmental laws and regulations, we believe that we are in material compliance with applicable requirements and are not aware of any material breaches of said laws and regulations.
Trademarks and Distribution Agreements
Trademarks
With the acquisitions of the Bols and Polmos Białystok distilleries, we became the owners of vodka brand trademarks. The major trademarks we have acquired are: Bols Vodka brand (we have a perpetual, exclusive, royalty-free and sub-licensable trademark agreement for Poland, Russia and, as of September 26, 2006, Hungary), Soplica, which we own through Bols, and the Absolwent and Zubrówka brands, which we own through Polmos Białystok. In addition, in July of 2006, we acquired the trademark for Royal Vodka, which is produced in Poland and which we currently sell in Hungary through our Bols Hungary subsidiary. See “Risk Factors—We may not be able to protect our intellectual property rights”.
Supply Arrangements
General
In addition to sales of products that we produce, our sales include products that we import on an exclusive basis and products which we purchase domestically.
Imported products
We are the exclusive importers of numerous international brands and as such we have entered into import and distribution agreements with various producers and importers. With selected companies, we share in local marketing costs related to distributed products on either a defined amount or revenue percentage basis.
Our distribution agreements for imported spirits are generally for terms of one to five years with termination provisions permitting either party to terminate the agreements upon 90 days’ prior written notice. Our suppliers for this category of products generally extend us credit for a period of 60 to 120 days. During the twelve months ended December 31, 2007 we purchased imported spirits representing approximately 6% of our net sales. Our key suppliers of imported spirits include: Lucas Bols B.V, CLS Remy Cointreau, Jim Beam Brands CO, William Grant & Sons, Stock Spa., Sutter Home, Borco-Marken GmbH & Co., Camus International Ltd., and Mast-Jaegermeister AG. Our distribution agreements with imported beer suppliers are generally for terms of at least two years with termination provisions permitting either party to terminate the agreements upon 45 days to 6 months’ prior written notice. Our imported beer suppliers extend us credit for a period of 45 to 60 days. During the twelve months ended December 31, 2007 we purchased imported beers representing approximately 1% of our net sales. Our main suppliers of beers that we import include: Budweiser Budvar National Corporation, Diageo Global Supply Ireland Ltd., Grolsch International B.V., Eurocermex S.A., Fosters and Bitburger and Inbev
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GmbH & Co. Our distribution agreements with wine suppliers are generally for terms of one to five years with termination provisions permitting either party to terminate the agreements upon three to six months’ prior written notice. Our wine suppliers extend us credit for a period of 30 to 90 days. Almost all of our wine purchases are imported. During the twelve months ended December 31, 2007 we purchased wines representing approximately 5% of our net sales. Our main suppliers of wines include: Ernst & Julio Gallo Winery Europe, Vina Concha y Toro, Miguel Torres S.A., Trivento Bodegas y Vinedos S.A., Baron Philippe de Rothschild S.A., Sutter Home Winery Inc. and Ed. Kressmann & Cie.
Domestic products (including purchases from third party importers of international alcoholic beverages)
Our distribution agreements with domestic spirit and wine producers are generally for one year terms with automatic one-year renewal provisions. These agreements may be terminated for convenience by either party upon one month’s prior written notice. Our spirits suppliers based in Poland generally extend us credit for a period of 50 to 70 days; however, we purchase a significant portion of our inventory on a cash on delivery (COD) basis because of the significant discount offered to us by them if we pay COD. Our main suppliers of domestically purchased spirits include Polmos Lublin S.A., Polmos Bielsko Biala, Brown-Forman sp. z o.o, Diageo and V&S Luksusowa Zielona Góra S.A.
Our distribution agreements with domestic beer suppliers generally have a minimum purchase requirement and are for terms of one to five years with automatic renewal provisions. These agreements also provide that the agreement may be terminated at the end of the applicable term upon prior written notice. Our domestic beer suppliers extend us credit for a period of 14 to 35 days. Our main suppliers of beer include: Grupa Zywiec S.A., Kompania Piwowarska S.A. and Carlsberg Polska S.A.
Based on these arrangements we buy alcoholic beverages produced or imported by third parties, with a view towards distribution to on-trade and off-trade customers. For this service we charge our customers a margin, which constitutes our gross profit. We typically bear the entire economic risk associated with selling third party products to our clients, but in certain situations, such as quality problems, lack of agreed-to marketing support, product recall or discontinuation, we reserve the right to return unsold products to their producers and importers.
We do not believe that we are dependant on any supplier in our distribution activities.
Sales Arrangements for Products that We Produce and Distribute
We sell beverages to several types of off-trade and on-trade customers. Off-trade establishments include modern trade networks (mainly hypermarkets, cash-and-carry outlets and discount stores), traditional trade (small and medium-size retail outlets and local independent supermarkets) and petrol stations, while on-trade customers include bars, nightclubs, hotels and restaurants, where products are consumed on the premises. Some of our beverages, especially vodkas produced by our Bols and Polmos Białystok subsidiaries, are sold to independent wholesale distributors (other than our group members) for further distribution.
Our sales arrangements differ depending on the nature and creditworthiness of our customers. In line with market practice, we tend not to enter into written delivery contracts with small accounts, as this would be impractical given their size (as these are usually independent stores) and buying patterns (as their orders in terms of volume and frequency reflect the individual preferences of their local clients).
We enter into framework supply contracts with larger customers, including modern trade networks, such as Jeronimo Martins Dystrybucja (Biedronka chain) or Makro Cash and Carry. In line with the market practice in Poland, these contracts are agreed usually for one year periods and are regularly renewed, usually in spring. Framework contracts stipulate delivery terms (which typically require us to deliver to the customer’s premises), discounts from our normal price lists, as well as annual bonuses (which are typically in the form of an additional discount), the size of which depends on pre-agreed performance criteria, typically the volume of our merchandise
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sold to a given customer during a particular period or, in the case of modern trade networks, to members of its capital group. We also extend trade credit to our modern trade customers, which allows them to pay after delivery, typically between 7 to 60 days, depending on customer’s creditworthiness, its trading history with us and volumes purchased. In certain cases, customers have a choice of an early payment combined with an additional discount, or a delayed payment with no or with a smaller discount. Similar arrangements apply to wholesale distributors (other than our group members) of vodka produced by our Bols and Polmos Białystok subsidiaries. See also “Operations—Control of Bad Debts”, above.
We do not believe that we are dependant on any customer in our sales activities.
Export Agreements
In 2007, we entered into a new distribution agreement with Marsalle Company in the United States, where Zubrówka has begun selling in major markets, including Chicago, New York City and Connecticut. During 2008, we anticipate rolling Zubrówka out in other major markets across the country. In 2006, we entered into a long-term distribution agreement with Pernod Ricard covering the key markets in more than 30 countries, including the Middle East (Israel), Pacific (Australia), Europe (Spain, Ireland), and France, where Zubrówka is rated as the number two imported premium vodka. We also entered into distribution agreements with strong distributors in the United Kingdom (Marblehead Brand Development Co.), and Japan (Lead Off Japan). We believe that these contracts will give us the opportunity to further develop the untapped potential of Zubrówka in key international vodka markets.
Our export team is currently in the process of working to expand our network of international distributors in a number of markets.
Legal and Arbitration Proceedings
We are involved in legal proceedings arising in the normal course of our business, including opposition and cancellation proceedings with respect to trademarks similar to some of our brands, and other proceedings, both in the United States and elsewhere. During the last 12 months we were not a party to any material court or arbitration proceedings that we reasonably expect, either individually or in the aggregate, will result in a material adverse effect on our consolidated financial condition or results of operations. In addition we are not currently involved in or aware of any such pending or threatened proceedings.
Insurance
We currently maintain property and casualty insurance in amounts we deem adequate.
Taxes
We operate in the following tax jurisdictions: Poland, the United States, Hungary, and the Netherlands. In Poland and Hungary we are primarily subject to Value Added Tax (VAT), Corporate Income Tax, Payroll Taxes, Excise Taxes and Import Duties. In the United States we are primarily subject to Federal and Pennsylvania State Income Taxes, Delaware Franchise Tax and Local Municipal Taxes. We believe we are in material compliance with all relevant tax regulations.
Available Information
We maintain an Internet website at http://www.cedc.com. Please note that our Internet address is included in this annual report as an inactive textual reference only. The information contained on our website is not incorporated by reference into this annual report and should not be considered part of this report.
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We file annual, quarterly and current reports, proxy statements and other information with the SEC. We make our annual report, on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and most of our other SEC filings available free of charge through our Internet website as soon as reasonably practicable after we electronically file these materials with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These filings are also available to the public over the Internet at the SEC’s website at http://www.sec.gov. In addition, we provide paper copies of our SEC filings free of charge upon request. Please contact the Corporate Secretary of the Company at 1-610-660-7817 or at our address set forth on the cover page of this annual report.
We have adopted a code of ethics applicable to all of our officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer (who is also our Principal Accounting Officer). The code of ethics is publicly available on the investor relations page of our website at http://www.cedc.com. We intend to disclose any amendment to, or waiver from, any provision in our code of ethics that applies to our Chief Executive Officer and Chief Financial Officer by posting such information in the investor relations section of our website at http://www.cedc.com and in any required SEC filings.
| Item 1A. | Risks Relating To Our Business |
Risks Relating to our Business
We operate in highly competitive industries, and competitive pressures could have a material adverse effect on our business.
The alcoholic beverage distribution industry in Poland is intensely competitive The principal competitive factors in that industry include product range, pricing, distribution capabilities and responsiveness to consumer preferences, with varying emphasis on these factors depending on the market and the product.
With respect to individual customers, we face significant competition from various regional distributors, who compete principally on price, in regions where our distribution centers and satellite branches are located. The effect of this competition could adversely affect our results of operations. The majority of alcohol sales in Poland are still made through traditional trade outlets, however, the hypermarket and supermarket chains continue to grow their share of the trade in Poland. Traditional trade outlets typically provide us with higher margins from sales as compared to hypermarkets and supermarket chains. There is a risk that the expansion of hypermarkets and supermarket chains will continue to occur in the future, thus reducing the margins that we may derive from sales to the traditional trade, where we as of December 31, 2007 distribute approximately 32% of our products. This margin reduction, however, will be partially offset by lower distribution costs due to bulk deliveries associated with sales to the modern trade.
We face competition from various producers in the vodka production industry. We compete with other alcoholic and nonalcoholic beverages for consumer purchases in general, as well as shelf space in retail stores, restaurant presence and distributor attention. In Poland, vodka production is dominated by five local companies that control approximately 81% of the market.
Our results are linked to economic conditions and shifts in consumer preferences, including a reduction in the consumption of alcoholic beverages.
Our results of operations are affected by the overall economic trends in Poland, the level of consumer spending, the rate of taxes levied on alcoholic beverages and consumer confidence in future economic conditions. In periods of economic slowdown, consumer purchase decisions may be increasingly affected by price considerations, thus creating negative pressure on the sales volume and margins of many of our products. Reduced consumer confidence and spending may result in reduced demand for our products and limitations on our ability to increase prices and finance marketing and promotional activities. A shift in consumer preferences or a reduction in sales of alcoholic beverages generally could have a material adverse effect on us.
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Loss of key management would threaten our ability to implement our business strategy.
The management of future growth will require our ability to retain William Carey, our Chairman, Chief Executive Officer and President. William Carey, who founded our company, has been a key person in our ability to implement our business plan and grow our business. If William Carey were to leave us, our business could be materially adversely affected.
Changes in the prices of supplies and raw materials could have a material adverse effect on our business.
Price increases for raw materials used for vodka production may take place in the future, and our inability to pass on increases to our customers could reduce our margins and profits and have a material adverse effect on our business. In 2007, we completed construction of two rectification units, which came on line in the fourth quarter. In addition, we are currently constructing storage tanks that will store up to six months use of raw spirit. This will give us the flexibility to purchase raw spirit throughout the year at times when there are dips in raw spirit pricing. We expect these steps to help mitigate our exposure to price increases; however, we cannot assure you that shortages or increases in the prices of our supplies or raw materials will not have a material adverse effect on our financial condition and results of operations.
We are exposed to exchange-rate and interest rate movements that could adversely affect our financial results and comparability of our results between financial periods.
Since our functional currencies are the Polish zloty and the Hungarian Forint while our reporting currency is the U.S. dollar, the translation effects of fluctuations in exchange rates may materially impact our financial condition and net income and may affect the comparability of our results between financial periods.
In addition, our Senior Secured Notes are denominated in Euros, and movements in the Euro/Zloty exchange rate could increase the amount of cash, in Zloty, that must be generated in order to pay principal and interest on our Senior Secured Notes. Similarly, as a result of the interest rate swap, we effectively pay variable interest on our Senior Secured Notes. Consequently, we are exposed to changes in interest rates, on which our semi-annual coupons are calculated.
The impact of translation of our senior secured notes could have a materially adverse effect on our reported earnings. For example, a 1% change in the Euro/Zloty exchange rate as compared to the exchange rate applicable on December 31, 2007 would result in an unrealized exchange pre-tax gain or loss of approximately $3.8 million per annum without considering any potential early repayments of the Senior Secured Notes.
Weather conditions may have a material adverse effect on our sales or on the price of grain used to produce spirit
We operate in an industry where performance is affected by the weather. Changes in weather conditions may result in lower consumption of vodka and other alcoholic beverages than in comparable periods. In particular, unusually cold spells in winter or high temperatures in the summer can result in temporary shifts in customer preferences and decrease demand for the alcoholic beverages we produce and distribute. Similar weather conditions in the future may have a material adverse effect on our sales which could affect our financial condition and results of operations. In addition, inclement weather may affect the availability of grain used to produce raw spirit, which could result in a rise in raw spirit pricing that could negatively affect margins and sales.
We are subject to extensive government regulation; changes in or violations of law or regulations could materially adversely affect our business and profitability.
Our business of producing, importing and distributing alcoholic beverages is subject to extensive regulation by national and local Polish governmental agencies and European Union authorities. These regulations and laws address such matters as licensing and permit requirements, competition and anti-trust matters, trade and pricing
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practices, taxes, distribution methods and relationships, required labeling and packaging, advertising, sales promotion and relations with wholesalers and retailers. Also, new regulations or requirements or increases in excise taxes, customs duties, income taxes, or sales taxes could materially adversely affect our business, financial condition and results of operations.
In addition, we are subject to numerous environmental and occupational, health and safety laws and regulations in Poland. We may also incur significant costs to maintain compliance with evolving environmental and occupational, health and safety requirements, to comply with more stringent enforcement of existing applicable requirements or to defend against challenges or investigations, even those without merit. Future legal or regulatory challenges to the industry in which we operate or to us or our business practices and arrangements could give rise to liability and fines, or cause us to change our practices or arrangements, which could have a material adverse effect on us, our revenues and our profitability.
Governmental regulation and supervision as well as future changes in laws, regulations or government policy (or in the interpretation of existing laws or regulations) that affect us, our competitors or our industry generally strongly influence our viability and how we operate our business. Complying with existing regulations is burdensome, and future changes may increase our operational and administrative expenses and limit our revenues. For example, we are currently required to have permits to produce, to import products, maintain and operate our warehouses, and distribute our products to wholesalers. Many of these permits, such as our general permit for wholesale trade, must be renewed when they expire. Although we believe that our permits will be renewed upon their expiration, there is no guarantee that such will be the case. Revocation or non-renewal of permits that are material to our business could have a material adverse affect on our business. Additionally, our permits may be revoked prior to their expiration date due to nonpayment of taxes or violation of health requirements. Therefore, our business would be materially and adversely affected if there were any adverse changes in relevant laws or regulations or in their interpretation or enforcement. Our ability to introduce new products and services may also be affected if we cannot predict how existing or future laws, regulations or policies would apply to such products or service.
We may not be able to protect our intellectual property rights.
We own and license trademarks (for, among other things, our product names and packaging) and other intellectual property rights that are important to our business and competitive position, and we endeavor to protect them. However, we cannot assure you that the steps we have taken or will take will be sufficient to protect our intellectual property rights or to prevent others from seeking to invalidate our trademarks or block sales of our products as a violation of the trademarks and intellectual property rights of others. In addition, we cannot assure you that third parties will not infringe on or misappropriate our rights, imitate our products, or assert rights in, or ownership of, trademarks and other intellectual property rights of ours or in marks that are similar to ours or marks that we license and/or market. In some cases, there may be trademark owners who have prior rights to our marks or to similar marks. We are currently involved in opposition and cancellation proceedings with respect to marks similar to some of our brands and other proceedings, both in the United States and elsewhere. If we are unable to protect our intellectual property rights against infringement or misappropriation, or if others assert rights in or seek to invalidate our intellectual property rights, this could materially harm our future financial results and our ability to develop our business.
Our import contracts may be terminated
As a leading importer of major international brands of alcoholic beverages in Poland and Hungary, we have been working with the same suppliers for many years and either have verbal understandings or written distribution agreements with them. Where a written agreement is in place, it is usually valid for between one and five years and is terminable by either party on three to six months’ notice. However, our ability to continue to distribute imported products on an exclusive basis depends on factors which are out of our control, such as ongoing consolidation in the wine, beer and spirit industry worldwide, as a result of which producers decide from time to time to change their distribution channels, including in the markets in which we operate.
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Although we believe we are currently in compliance with the terms and conditions of our import and distribution agreements, there is no assurance that all our import agreements will continue to be renewed on regular basis, or that, if they are terminated, we will be able to replace them with alternative arrangements with other suppliers.
Our results of operations and financial condition may be adversely affected if we undertake acquisitions of businesses that do not perform as we expect or that are difficult for us to integrate.
We expect to continue to implement our growth strategy, in part, by acquiring companies. At any particular time, we may be in various stages of assessment, discussion and negotiation with regard to one or more potential acquisitions, not all of which will be consummated. We make public disclosure of pending and completed acquisitions when appropriate and required by applicable securities laws and regulations.
Acquisitions involve numerous risks and uncertainties. If we complete one or more acquisitions, our results of operations and financial condition may be affected by a number of factors, including: the failure of the acquired businesses to achieve the results we have projected in either the near or long term; the assumption of unknown liabilities; the fair value of assets acquired and liabilities assumed; the difficulties of imposing adequate financial and operating controls on the acquired companies and their management and the potential liabilities that might arise pending the imposition of adequate controls; the difficulties in integration of the operations, technologies, services and products of the acquired companies; and the failure to achieve the strategic objectives of these acquisitions.
Acquisitions in rapidly developing economies, such as Russia (where we recently announced our first acquisition), involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks, and the particular economic, political, and regulatory risks associated with specific countries.
Future acquisitions or mergers may result in a need to issue additional equity securities, spend our cash, or incur debt, liabilities, or amortization expenses related to intangible assets, any of which could reduce our profitability and harm our business.
Risks Relating to our Indebtedness
We require a significant amount of cash to make payments on our senior secured notes and to service our other debt.
Our ability to finance our debt depends on our future operating performance and ability to generate sufficient cash. This depends, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, some of which are beyond our control, as well as the other factors discussed in these “Risk Factors.”
Historically, we met our debt service and other cash requirements with cash flows from operations and our existing revolving credit facilities. As a result of certain acquisitions and related financing transactions, however, our debt service requirements have increased significantly. We cannot assure you that our business will generate sufficient cash flows from operating activities, or that future debt and equity financing will be available to us in an amount sufficient to enable us to pay our debts when due, including our senior secured notes, or to fund our other financing needs .
Our indebtedness under the Senior Secured Notes as of December 31, 2007 amounted to $344.3 million, and additionally $15.8 million of accrued interest.
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If our future cash flows from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to:
| • | reduce or delay our business activities and capital expenditures; |
| • | sell assets; |
| • | obtain additional debt or equity capital; or |
| • | restructure or refinance all or a portion of our debt, including our senior secured notes, on or before maturity. |
The above factors all contain an inherent risk regarding our ability to execute them. Additionally, our senior secured notes and covenants made in connection therewith may limit our ability to borrow additional funds or increase the cost of any such borrowing.
We are subject to restrictive debt covenants.
The indenture governing our senior secured notes contains, and other financing arrangements we enter into in the future may contain, provisions which limit our ability and the ability of our subsidiaries to enter into certain transactions, including the ability to make certain payments, including dividends or other cash distributions; incur or guarantee additional indebtedness and 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.
Risks Relating to Ownership of our Common Stock
Future sales of common stock, or the perception of such future sales, by some of our existing stockholders could cause our stock price to decline.
The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares in the future at a time and at a price that we deem appropriate.
As a result of our acquisition of Botapol Holding B.V., which we completed on August 17, 2005, Takirra Investment Corporation N.V. as of December 31, 2007 owned a total of 2,537,128 shares of our common stock. Takirra Investment Corporation N.V. has the right to cause us to register resale of the shares of our common stock that it owns or to include its shares in future registration statements filed by us with the SEC. We have filed a registration statement relating to the shares with the SEC. Pursuant to that registration statement, Takirra Investment Corporation N.V. will be able to sell its shares to the public in the United States. If Takirra Investment Corporation N.V. were to sell a large number of its shares in a short period of time, the market price of our common stock could decline. In connection with any sale of its shares, Takirra Investment Corporation N.V. also may choose not to maintain a director on our board of directors, which is its contractual right for so long as it holds at least 50% of the shares issued to them in the Bols Acquisition.
Enforcing legal liability against us and our directors and officers might be difficult.
We are organized under the laws of the State of Delaware of the United States. Therefore, investors are able to effect service of process in the United States upon us and may be able to effect service of process upon our directors and executive officers. We are a holding company, however, and all of our operating assets are located in Poland and Hungary. Further, most of our directors and executive officers, and those of most of our subsidiaries, are non-residents of the United States and our assets and the assets of our directors and executive officers are located outside the United States. As a result, you may not be able to enforce against our assets (or
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those of certain of our directors or executive officers) judgments of United States courts predicated upon the civil liability provisions of United States laws, including federal securities laws of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Poland.
| Item 2. | Properties. |
Our existing properties
Headquarters, Sales Offices and Warehouses. We have entered into leases for our Warsaw headquarters and most of our other 17 distribution centers and 87 satellite branches. Our Polish headquarter is located at ul. Bobrowiecka 6, 00-728 Warsaw. Our distribution centers are located in: Gdansk, Warszawa, Olsztyn, Zielona Góra, Białystok (two centers), Torun, Stargard Szczecinski, Przeworsk, Zabkowice Slaskie, Chrzanów, Łódz, Konin, Łomza, Mosina and Minsk Mazowiecki. The amount of warehouse space leased for each distribution center averages 2,713 square meters. The amount of office and storage space leased for each satellite branch averages 368 square meters. The Warsaw lease expires on May 1, 2010, and neither party may terminate the lease except for material breaches. The Warsaw facility is approximately 9,765 square meters of warehouse and 3,457 square meters of office space which is currently used for our headquarters. We believe the warehouse facility has sufficient space to permit us to expand for the next two to three years without any further significant capital expenditure.
Retail Outlets. We have entered into a long term or indefinite term lease agreement with each of our six retail outlets. We have obtained agreements from the landlords to waive their rights to terminate the leases for a period of three years, provided that we are performing our obligations under these leases.
Production and rectification facilities. Our production facilities comprise two plants with one located in Białystok, Poland for Polmos Białystok and the other one located in Oborniki Wielkopolskie, Poland for Bols. The Białystok facility is located on 78,665 square meters of land which is leased from the government on a perpetual usufruct basis. The production capacity of our plant in Bialystok is approximately 24 million liters of 100% alcohol per year and currently, we use approximately 75% to 85% of its production capacity. In the Polmos Białystok distillery we produce Absolwent and its taste variations, Batory, Białowieska, Cytrynówka, Czekoladowa, Kompleet, Vodka, Liberty Blue, Lider, Ludowa, Nalewka Wisniowa, Nalewka Miodowa and Palace Vodka, Winiak Białostocki, Winiak Pałacowy, Wódka Imbirowa, Zubrówka. The plot on which the Białystok facility is located is unencumbered.
The Bols facility is located on 80,519 square meters of which 58,103 square meters are owned by us and 22,416 square meters are leased from the government on a perpetual usufruct basis. The production capacity of our plant in Oborniki Wielkopolskie is 34.2 million liters of 100% alcohol per year. Currently we use about 50% to 60% of the plant’s production capacity. In the Bols distillery we produce Bols Excellent, Bols Vodka and its taste variations, Soplica, Soplica Szlachetna Polska, Soplica Tradycyjna Polska, Soplica Wisniowa Polska, Soplica Staropolska, Boss, Slaska, Niagara and Royal Vodka. The plot on which the Bols facility is located in unencumbered.
Delivery trucks. Our fleet of vehicles consists of 1,206 vehicles (including delivery trucks), 1,008 of which are owned by us and our subsidiaries and the remainder of which are leased. As of December 31, 2007, their aggregate book value was $10.4 million.
Research and Development, Intellectual Property, Patents and Trademarks
We do not have a separate research and development unit. Our activity in this field is generally related to improvements in packaging and extensions to our existing brand portfolio, such as introduction of flavored varieties of our main clear vodka brands—Bols, Absolwent and Soplica—or revised production processes, leading to improved taste.
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| Item 3. | Legal Proceedings. |
From time to time we are involved in legal proceedings arising in the normal course of our business, including opposition and cancellation proceedings with respect to trademarks similar to some of our other brands, and other proceedings, both in the United States and elsewhere. We are not currently involved in or aware of any pending or threatened proceedings that we reasonably expect, either individually or in the aggregate, will result in a material adverse effect on our consolidated financial condition or results of operations.
| Item 4. | Submission of Matters to a Vote of Security Holders. |
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2007.
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| Item 5. | Market for Registrant’s Common Equity and Related Stockholder Matters. |
Market Information
The Company’s common stock has been traded on the NASDAQ National Market, and its successor, the NASDAQ Global Select Market, under the symbol “CEDC” since June 1999. Prior thereto it traded on the NASDAQ Small Cap Market since our initial public offering in July 1998. The following table sets forth the high and low bid prices for the common stock, as reported on the NASDAQ Global Select Market, for each of the Company’s fiscal quarters in 2006 and 2007. These prices represent inter-dealer quotations, which do not include retail mark-ups, mark-downs or commissions and do not necessarily represent actual transactions. The prices for 2006 and 2007 have also been adjusted to reflect the impact of the 3 for 2 stock split in June 2006.
| High | Low | |||||
| 2006 |
||||||
| First Quarter |
$ | 28.62 | $ | 24.58 | ||
| Second Quarter |
27.79 | 21.35 | ||||
| Third Quarter |
25.69 | 21.02 | ||||
| Fourth Quarter |
30.69 | 22.98 | ||||
| 2007 |
||||||
| First Quarter |
$ | 30.59 | $ | 24.75 | ||
| Second Quarter |
36.49 | 29.03 | ||||
| Third Quarter |
50.80 | 34.42 | ||||
| Fourth Quarter |
60.82 | 43.94 | ||||
On February 27, 2008, the last reported sales price of the Common Stock was $62.36 per share.
Holders
As of February 25, 2008, there were approximately 25,039 beneficial owners and 52 shareholders of record of common stock.
Dividends
CEDC has never declared or paid any dividends on its capital stock. CEDC currently intends to retain future earnings for use in the operation and expansion of its business. Future dividends, if any, will be subject to approval by CEDC’s board of directors and will depend upon, among other things, the results of the Company’s operations, capital requirements, surplus, general financial condition and contractual restrictions and such other factors as the board of directors may deem relevant. In addition, the indenture for the Company’s outstanding Senior Secured Notes may limit the payment of cash dividends on its common stock to amounts calculated in accordance with a formula based upon our net income and other factors.
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Equity Compensation Plans
The following table provides information with respect to our equity compensation plans as of December 31, 2007:
Equity Compensation Plan Information
| Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||
| (a) | (b) | (c) | |||||
| Equity Compensation Plans Approved by Security Holders |
1,288,867 | $ | 22.02 | 1,397,333 | |||
| Equity Compensation Plans Not Approved by Security Holders |
— | — | — | ||||
| Total |
1,288,867 | $ | 22.02 | 1,397,333 | |||
| Item 6. | SELECTED FINANCIAL DATA |
The following table sets forth selected consolidated financial data for the periods indicated and should be read in conjunction with and is qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the consolidated financial statements, the notes thereto and the other financial data contained in Items 7 and 8 of this report on Form 10-K.
| Income Statement Data: | Year ended December 31, | |||||||||||||||||||
| 2003 | 2004 | 2005 | 2006 | 2007 | ||||||||||||||||
| Net sales |
$ | 429,118 | $ | 580,744 | $ | 749,415 | $ | 944,108 | $ | 1,189,822 | ||||||||||
| Cost of goods sold |
372,638 | 506,413 | 627,368 | 745,721 | 941,060 | |||||||||||||||
| Gross profit |
56,480 | 74,331 | 122,047 | 198,387 | 248,762 | |||||||||||||||
| Sales, general and administrative expenses |
34,313 | 45,946 | 70,404 | 106,805 | 130,677 | |||||||||||||||
| Operating income |
22,167 | 28,385 | 51,643 | 91,582 | 118,085 | |||||||||||||||
| Non-operating income / (expense), net |
||||||||||||||||||||
| Interest income / (expense), net |
(1,500 | ) | (2,115 | ) | (15,828 | ) | (31,750 | ) | (35,829 | ) | ||||||||||
| Other financial income / (expense), net |
(92 | ) | (19 | ) | (7,678 | ) | 17,212 | 13,594 | ||||||||||||
| Other income / (expense), net |
(59 | ) | 193 | (262 | ) | 1,119 | (1,770 | ) | ||||||||||||
| Income before income taxes |
20,516 | 26,444 | 27,875 | 78,163 | 94,080 | |||||||||||||||
| Income taxes |
(5,441 | ) | (4,614 | ) | (5,346 | ) | (13,986 | ) | (15,910 | ) | ||||||||||
| Minority interests |
— | — | 2,261 | 8,727 | 1,068 | |||||||||||||||
| Net income |
$ | 15,075 | $ | 21,830 | $ | 20,268 | $ | 55,450 | $ | 77,102 | ||||||||||
| Net income per common share, basic |
$ | 0.65 | $ | 0.89 | $ | 0.72 | $ | 1.55 | $ | 1.93 | ||||||||||
| Net income per common share, diluted |
$ | 0.64 | $ | 0.87 | $ | 0.70 | $ | 1.53 | $ | 1.91 | ||||||||||
| Average number of outstanding shares of common stock at year end |
23,621 | 24,462 | 28,344 | 35,799 | 39,871 | |||||||||||||||
| Balance Sheet Data: |
||||||||||||||||||||
| 2003 | 2004 | 2005 | 2006 | 2007 | ||||||||||||||||
| Cash and cash equivalents |
$ | 6,229 | $ | 10,491 | $ | 60,745 | $ | 159,362 | $ | 87,867 | ||||||||||
| Working capital |
35,016 | 50,910 | 85,950 | 182,268 | 170,913 | |||||||||||||||
| Total assets |
187,470 | 291,704 | 1,084,472 | 1,326,033 | 1,782,168 | |||||||||||||||
| Long-term debt and capital lease obligations, less current portion |
1,670 | 4,013 | 369,039 | 394,564 | 469,958 | |||||||||||||||
| Stockholders’ equity |
83,054 | 120,316 | 374,942 | 520,973 | 815,436 | |||||||||||||||
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| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
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. These 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, including Bols, and Polmos Bialystok operate, as well as the integration of Polmos Bialystok and the effect of such acquisitions on the Company; |
| • | 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 integration of the Company’s acquisitions; |
| • | 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 the acquisitions of Bols and Bialystok 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 our future performance and the industry in which we operate, including the risk factors described elsewhere in this Annual Report on Form 10-K. 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.
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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 Central Europe and a leading distributor and importer of alcoholic beverages in Poland and in Hungary. Our business involves the distribution of products that we produce from our two distilleries, importation on an exclusive basis of many well known international beers, wines and spirits brands and wholesaling of a range of products from local and international drinks companies operating in Poland and Hungary.
During 2007, we have continued to develop our solid footprint in Poland and Hungary where we produced approximately 9.3 million cases of vodka in 2007. In addition, in July 2007, we signed a letter of intent to acquire the Parliament vodka business in Russia, marking our first step of expansion into Russia.
In terms of business development in Poland we entered into a number of new agreements that have resulted in positive developments for our business. We started 2007 by signing an exclusive import agreement in January with Gruppo Campari. As a result of this agreement, we are now the exclusive importer and distributor of Campari, Cinzano, Skyy Vodka and other Campari products in Poland. In July we completed the acquisition of PHS, a Polish distribution company, which had 2006 annualized revenues of approximately $60 million. In addition, we signed an exclusive contract with the Orlen Company, which runs the largest petrol station chain in Poland. Orlen has over 1,000 stores located in their petrol stations that sell alcoholic beverages.
In 2007, our dedicated sales force of over 700 salesmen, including over 30 dedicated on-premise salesmen, worked diligently to leverage our extensive portfolio, including our must-have vodka brands and our exclusive premium import portfolio of wines and spirits. As a result, sales of two of our key core Polish vodka brands, Bols and Soplica, grew by 19% and 22% respectively in volume terms and sales of our exclusive import portfolio grew approximately 46% over 2006 sales in value terms. Included in our exclusive import growth was the success of Carlo Rossi, which became the number one wine sold in Poland by value. 2007 also saw the addition of our new flavored vodka brand for the Polish market, Zlota Gorzka, as well as numerous packaging changes for our existing brand, including a domestic and international re-launch of Zubrówka.
On the investment front, during the last quarter of 2007, we completed our investment in our two new spirit rectification facilities at our Polmos Bialystok and Bols facilities. The investment of approximately $16 million will not only allow us to reduce our cost of spirit but also ensure that we include the highest quality of spirit in our products.
On the financial side, we had two bond rating upgrades. In May, Moody’s upgraded our Senior Secured Notes from B2 to B1 based on what Moody’s said was our strong operating performance and ability to generate strong cash flow. In September, S&P upgraded our Senior Secured Notes from B to B+ based on what S&P said was improved profitability of operations and our consolidated position as a distributor in Poland. We also completed an equity offering in February, the proceeds from which were used to finance a claw back of 10% of our existing bonds and finance a tender for most of the remaining shares of Polmos Bialystok.
Effect of Exchange Rate and Interest Rate Fluctuations
As a result of the issuance of the Company’s €260 million Senior Secured Notes due 2012, 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
27
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 December 31, 2007, 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 6 month Euribor rate plus a margin.
Because the Company’s functional currency is primarily the Polish Zloty but its reporting currency is the U.S. Dollar, the translation effects of fluctuations in the exchange rate have impacted the Company’s financial condition and results of operations and have affected the comparability of our results between financial periods. The average Zloty/Dollar exchange rate used to create our income statement appreciated by approximately 10%. The actual year end Zloty/Dollar exchange rate used to create our balance sheet appreciated by approximately 16%.
Twelve months ended December 31, 2007 compared to twelve months ended December 31, 2006
A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.
| Twelve months ended | ||||||||
| December 31, 2007 |
December 31, 2006 |
|||||||
| Sales |
$ | 1,483,344 | $ | 1,193,248 | ||||
| Excise taxes |
(293,522 | ) | (249,140 | ) | ||||
| Net Sales |
1,189,822 | 944,108 | ||||||
| Cost of goods sold |
941,060 | 745,721 | ||||||
| Gross Profit |
248,762 | 198,387 | ||||||
| Operating expenses |
130,677 | 106,805 | ||||||
| Operating Income |
118,085 | 91,582 | ||||||
| Non operating income / (expense), net |
||||||||
| Interest (expense), net |
(35,829 | ) | (31,750 | ) | ||||
| Other financial income, net |
13,594 | 17,212 | ||||||
| Other non operating income / (expense), net |
(1,770 | ) | 1,119 | |||||
| Income before taxes |
94,080 | 78,163 | ||||||
| Income tax expense |
15,910 | 13,986 | ||||||
| Minority interests |
1,068 | 8,727 | ||||||
| Net income |
$ | 77,102 | $ | 55,450 | ||||
| Net income per share of common stock, basic |
$ | 1.93 | $ | 1.55 | ||||
| Net income per share of common stock, diluted |
$ | 1.91 | $ | 1.53 | ||||
Net Sales
Net sales represent total sales net of all customer rebates, excise tax on production and value added tax. Total net sales increased by approximately 26.0%, or $245.7 million, from $944.1 million for the twelve months ended December 31, 2006 to $1,189.8 million for the twelve months ended December 31, 2007. This increase in sales is due to the following factors:
| Net Sales for twelve months ended December 31, 2006 |
$ | 944,108 | |
| Increase from acquisitions |
53,910 | ||
| Existing business sales growth |
69,756 | ||
| Impact of foreign exchange rates |
122,048 | ||
| Net sales for twelve months ended December 31, 2007 |
$ | 1,189,822 |
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Factors impacting our existing business sales for the twelve months ending December 31, 2007 include the growth of our key vodka brands, with Bols Vodka, our flagship premium vodka, growing by 19% in volume terms and Soplica by 22% in volume terms as compared to the twelve months ending December 31, 2006. In addition to the growth of our own brands, our sales of imports and other third party brands increased due in part to new contracts, including the distribution contract with Orlen, the largest gas station chain in Poland, as well as market share gains taken from other distributors in Poland. Sales of our exclusive import brands grew by 46% in value terms for the twelve months ending December 31, 2007 as compared to the same period in 2006.
Based upon average exchange rates for the twelve months ended December 31, 2007 and 2006, the Polish Zloty appreciated by approximately 10%. This resulted in an increase of $122.0 million of sales in U.S. Dollars.
Gross Profit
Total gross profit increased by approximately 25.4%, or $50.4 million, to $248.8 million for the twelve months ended December 31, 2007, from $198.4 million for the twelve months ended December 31, 2006, reflecting sales growth for the factors noted above in the twelve months ended December 31, 2007. Gross margin remained constant at 21% for the twelve months ended December 31, 2006 and 2007. Factors impacting our margins include the consolidation of PHS from the third quarter of 2007, which operates primarily as a wholesaler with lower margins, as well as higher growth in our distribution business. The impact of both of these items has offset higher margin growth from increased sales of our own 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 debt. Total operating expenses increased by approximately 22.4%, or $23.9 million, from $106.8 million for the twelve months ended December 31, 2006 to $130.7 million for the twelve months ended December 31, 2007. Approximately $3.4 million of this increase resulted primarily from the effects of the acquisition of Bols Hungary in August 2006, $3.0 million resulted from the effects of the acquisition of PHS in July 2007 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 twelve months ended December 31, 2006 |
$ | 106,805 | |
| Increase from acquisitions |
6,599 | ||
| Increase from existing business growth |
3,684 | ||
| Impact of foreign exchange rates |
13,589 | ||
| Operating expenses for twelve months ended December 31, 2007 |
$ | 130,677 |
The table below sets forth the items of operating expenses.
| Twelve Months Ended December 31, | ||||||
| 2007 | 2006 | |||||
| ($ in thousands) | ||||||
| S,G&A |
$ | 106,401 | $ | 86,421 | ||
| Marketing |
16,937 | 14,078 | ||||
| Depreciation and amortization |
7,339 | 6,306 | ||||
| Total operating expense |
$ | 130,677 | $ | 106,805 | ||
S,G&A increased by approximately 23.1%, or $20.0 million, from $86.4 million for the twelve months ended December 31, 2006 to $106.4 million for the twelve months ended December 31, 2007. Approximately $3.1 million of this increase resulted primarily from the effects of the Bols Hungary acquisition in August 2006, $2.9 million resulted from the effects of the PHS acquisition in July 2007 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 decreased from 9.2% of net sales for the twelve months ended
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December 31, 2006 to 8.9% of net sales for the twelve months ended December 31, 2007, primarily due to improved costs management.
Depreciation and amortization increased by approximately 15.9%, or $1.0 million, from $6.3 million for the twelve months ended December 31, 2006 to $7.3 million for the twelve months ended December 31, 2007. This increase resulted primarily from our existing business growth.
Operating Income
Total operating income increased by approximately 28.9%, or $26.5 million, from $91.6 million for the twelve months ended December 31, 2006 to $118.1 million for the twelve months ended December 31, 2007. This increase resulted primarily from the factors described under “Net Sales” above. Operating margin increased from 9.7% of net sales for the twelve months ended December 31, 2006 to 9.9% of net sales for the twelve months ended December 31, 2007. The increase in operating margin is due primarily to improved costs management.
Non Operating Income and Expenses
Total interest expense increased by approximately 12.6%, or $4.0 million, from $31.8 million for the twelve months ended December 31, 2006 to $35.8 million for the twelve months ended December 31, 2007. This increase resulted from a combination of additional borrowings for the purchase of Polmos Bialystok shares completed in June 2007, increased interest rates in 2007 as compared to 2006, and a strong Euro as compared to the U.S. dollar.
In order to reduce the Company’s overall cost of borrowings, in 2007 the Company completed a redemption of a portion of its Senior Secured Notes. In connection with this redemption, the Company incurred one-off early debt retirement costs of approximately $6.9 million relating to the 8% premium for early debt redemption and $4.9 million of written off financing costs and hedges associated with the retired debt. For detailed information regarding these costs please refer to Note 14 to our consolidated financial statements. In addition, the Company recognized $23.9 million of foreign exchange rate gains related to the impact of movements in exchange rates on our Senior Secured Notes.
Included in other financial income were foreign exchange gains from the revaluation of our Senior Secured Notes of $23.9 million for the twelve months ending December 31, 2007, as discussed above, and $3.3 million for the twelve months ending December 31, 2006. These gains are a result of the revaluation of our Euro Senior Secured Notes to Polish Zloties.
Income Tax
In August 2007, the Company received confirmation from the Polish tax office regarding a change in tax treatment for unrealized gains. As such the Company recognized a one time increase in a deferred tax asset during the period. Partially offsetting this was an increase in the provision for unutilized tax loss carry forwards in Poland, which resulted in a reduction of a deferred tax asset. The net difference was fully recognized in the current year resulting in an effective tax rate of 16.9% for the twelve months ended December 31, 2007 as compared to a historic rate of 18%-19%.
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Twelve months ended December 31, 2006 compared to twelve months ended December 31, 2005
A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.
| Twelve Months Ended December 31 |
||||||||
| 2006 | 2005 | |||||||
| Sales |
$ | 1,193,248 | $ | 828,918 | ||||
| Excise taxes |
(249,140 | ) | (79,503 | ) | ||||
| Net Sales |
944,108 | 749,415 | ||||||
| Cost of goods sold |
745,721 | 627,368 | ||||||
| Gross Profit |
198,387 | 122,047 | ||||||
| Operating expenses |
106,805 | 70,404 | ||||||
| Operating Income |
91,582 | 51,643 | ||||||
| Non operating income / (expense), net |
||||||||
| Interest income / (expense), net |
(31,750 | ) | (15,828 | ) | ||||
| Other financial income / (expense), net |
17,212 | (7,678 | ) | |||||
| Other non operating income / (expense), net |
1,119 | (262 | ) | |||||
| Income before taxes |
78,163 | 27,875 | ||||||
| Income tax expense |
13,986 | 5,346 | ||||||
| Minority interests |
8,727 | 2,261 | ||||||
| Net income |
$ | 55,450 | $ | 20,268 | ||||
| Net income per share of common stock, basic |
$ | 1.55 | $ | 0.72 | ||||
| Net income per share of common stock, diluted |
$ | 1.53 | $ | 0.70 | ||||
Net Sales
Net sales represent total sales net of all customer rebates, excise tax on production and value added tax. Total net sales increased by approximately 26.0%, or $194.7 million, from $749.4 million for the twelve months ended December 31, 2005 to $944.1 million for the twelve months ended December 31, 2006. This increase in sales is due to the following factors:
| Net Sales for twelve months ended December 31, 2005 |
$ | 749,415 | |
| Increase from acquisitions |
127,108 | ||
| Existing business sales growth |
22,835 | ||
| Impact of foreign exchange rates |
44,750 | ||
| Net sales for twelve months ended December 31, 2006 |
$ | 944,108 |
Factors impacting our sales for 2006 include:
| • | Acquisitions which provided an additional $127.1 million of sales for the twelve months ended December 31, 2006. |
| • | Liter sales of the key brands we produce (Absolwent, Bols, Soplica and Zubrówka) grew by 4% in 2006 as compared to 2005. |
| • | Increased sales of imported products. Growth of imports increased by approximately 13.3%, or $6.1 million, from $45.7 million for the twelve months ended December 31, 2005 to $51.8 million for the twelve months ended December 31, 2006. |
| • | The strength of the Polish Zloty versus the U.S. Dollar for the twelve months ended December 31, 2006 as compared to the strength of the Polish Zloty versus the U.S. Dollar for the twelve months ended December 31, 2005. Based upon average exchange rates for the twelve months ended December 31, 2006 and 2005, the Polish Zloty appreciated by approximately 4%. This resulted in an increase of $44.8 million of sales in U.S. Dollar terms. |
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As the economies in Poland and Hungary continue to develop, the demand for imported products has also increased as consumer trade up in consumption habits. As such sales of these high margin import products are one of the key strategies of the Company. Sales of exclusive imported beers, spirits and wines for the twelve months ended December 31, 2006 and 2005 are highlighted below on a pro forma basis. This table includes the full year of sales of imports from the Bols Poland and Hungary businesses for the twelve months ended December 31, 2006 and 2005, on a pro-forma basis and as reported on an organic basis.
| Twelve Months Ended December 31, (Proforma Sales in $000’s) |
2006 | 2005 | % | ||||||
| Imported Beers |
6,070 | 6,117 | (0.8 | ) | |||||
| Imported Spirits |
53,921 | 41,058 | 31.3 | ||||||
| Imported Wines |
37,746 | 29,278 | 28.9 | ||||||
| Total Imported Product on a pro-forma basis |
97,737 | 76,453 | 27.8 | ||||||
| Less: Import sales from acquired entities |
(45,918 | ) | (30,718 | ) | — | ||||
| Total Organic Imported Sales |
51,819 | 45,735 | 13.3 |
Gross Profit
Total gross profit increased by approximately 62.6%, or $76.4 million, to $198.4 million for the twelve months ended December 31, 2006, from $122.0 million for the twelve months ended December 31, 2005, reflecting the effect of the acquisitions of Bols, Polmos Bialystok and Bols Hungary and sales growth in the twelve months ended December 31, 2006. Gross margin increased from 16.3% of net sales for the twelve months ended December 31, 2005 to 21.0% of net sales for the twelve months ended December 31, 2006. This increase in gross margin resulted from the changes in sales mix, including growth in the sales of exclusive imported products and acquisitions. Gross margins on products produced by the Company are higher than gross margins on products supplied by third-party producers.
As part of our continued strategy to drive sales of our own brands we have reduced our portfolio of lower margin SKU’s by which in reduced our sales by approximately $33 million for the twelve months ended December 31, 2006 as compared to the twelve months ended December 31, 2005, and replaced a significant portion of these sales with higher margin SKUs of products which we produce and import. This has contributed to a margin improvement for the six and twelve months ended December 31, 2006 as compared to the six months ended June 30, 2006 and the twelve months ended December 31, 2005. Our gross margins were also enhanced by our new trade terms from our new export contracts which took effect in the third quarter of 2006. Offsetting these gains in margins as noted above was the impact of higher spirit pricing, which reduced gross margins by approximately $7.5 million during the 2nd half of 2006 as compared to the first half.
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 debt. Total operating expenses increased by approximately 51.7%, or $36.4 million, from $70.4 million for the twelve months ended December 31, 2005 to $106.8 million for the twelve months ended December 31, 2006. Approximately $25.9 million of this increase resulted primarily from the effects of acquisitions in 2006 and the remainder of the increase resulted primarily from the growth of the business and the impact of foreign exchange expenses.
| Operating expenses for twelve months ended December 31, 2005 |
$ | 70,404 | |
| Increase from acquisitions |
25,935 | ||
| Existing business growth |
4,624 | ||
| Impact of foreign exchange rates |
5,842 | ||
| Operating expenses for twelve months ended December 31, 2006 |
$ | 106,805 |
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Included in the existing business growth were the costs related to the expensing of employee stock options which began in 2006 following the implementation of FAS123(R), total costs related to the expensing of options was $1.9 million for the twelve months ending December 31, 2006.
The table below sets forth the items of operating expenses.
| Twelve Months Ended December 31, |
2006 | 2005 | ||||
| ($ in thousands) | ||||||
| S,G&A |
$ | 85,422 | $ | 55,925 | ||
| Marketing. |
14,078 | 9,082 | ||||
| Depreciation and amortization |
6,306 | 4,413 | ||||
| Bad debt provision |
999 | 984 | ||||
| $ | 106,805 | $ | 70,404 | |||
S,G&A increased by approximately 52.8%, or $29.5 million, from $55.9 million for the twelve months ended December 31, 2005 to $85.4 million for the twelve months ended December 31, 2006. Approximately $19.5 million of this increase resulted primarily from the effects of acquisitions in 2006 and the remainder of the increase resulted primarily from the growth of the business and the 4% appreciation of the Zloty against the Dollar. As a percent of sales, S,G&A has increased from 7.5% of net sales in the twelve months ended December 31, 2005 to 9.0% of net sales in the twelve months ended December 31, 2006 primarily due to the Bols and Polmos Bialystok acquisitions in 2005, as production companies generally run a higher S,G&A as a percent of sales than distribution companies.
As part of the Company’s entrance into brand ownership, and costs related to the promotion of our own brands, marketing expenses have increased by $5.0 million from $9.1 million for the twelve months ended December 31, 2005 to $14.1 million for the twelve months ended December 31, 2006. Included in this increase are marketing costs related to the acquired brands, which represent approximately 1% of net sales revenue.
Depreciation and amortization increased by approximately 43.2%, or $ 1.9 million, from $4.4 million for the twelve months ended December 31, 2005 to $6.3 million for the twelve months ended December 31, 2006. This increase resulted primarily from the effect of business acquisitions.
Bad debt expense remained stable at approximately 0.1% of net sales.
Operating Income
Total operating income increased by approximately 77.5%, or $40.0 million, from $51.6 million for the twelve months ended December 31, 2005 to $91.6 million for the twelve months ended December 31, 2006. This increase resulted primarily from our acquisitions. Operating margin increased from 6.9% of net sales for the twelve months ended December 31, 2005 to 9.7% of net sales for the twelve months ended December 31, 2006. The increase in operating margin is due primarily to the higher gross profit margin as described above.
Non-Operating Income and Expenses
Total interest expense increased by approximately 101.3%, or $16.0 million, from $15.8 million for the twelve months ended December 31, 2005 to $31.8 million for the twelve months ended December 31, 2006. This increase resulted primarily from interest on, and amortization of, the financial cost of our €325 million of Senior Secured Notes issued in July 2005 to finance the Bols and Bialystok acquisitions.
Other financial expenses relate primarily to the impact of movements in exchange rates and the cost of hedges. For the twelve months ended December 31, 2006, these costs included primarily $3.3 million of foreign
33
exchange rate gains related to our Senior Secured Notes financing and $13.1 million of gain on closed hedge contracts. For detailed information please refer to Note 14 to our consolidated financial statements.
Other non-operating income increased by approximately $1.4 million for the twelve months ended December 31, 2006. This increase resulted primarily from a gain in sales of assets, including a gain on sale of accounts receivable which were fully provided for. The gain on these sales amounted to approximately $1.1 million.
Income Tax
Our effective tax rate as of December 31, 2006 was 18%, which was driven primarily by the tax rate in Poland of 19%, where most of our income is generated and the tax loss carried forward generated in the U.S.
Statement of Liquidity and Capital Resources
During the periods under review, the Company’s primary sources of liquidity were cash flows generated from operations, credit facilities, the issuance of the Senior Secured Notes and proceeds from options exercised. The Company’s primary uses of cash were to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions. The following table sets forth selected information concerning the Company’s consolidated cash flow during the periods indicated.
| Twelve months ended December 31, 2007 |
Twelve months ended December 31, 2006 |
|||||
| ($ in thousands) | ||||||
| Cash flow from operating activities |
23,084 | 71,691 | ||||
| Cash flow used in investing activities |
(159,122 | ) | (41,922 | ) | ||
| Cash flow from financing activities |
56,923 | 60,786 | ||||
Fiscal year 2007 cash flow
Net cash flow from operating activities
Net cash flow from operating activities represents net cash from operations, servicing of finance and taxation. Net cash provided by operating activities for the twelve months ended December 31, 2007 was $23.1 million as compared to $71.7 million for the twelve months ended December 31, 2006. The primary drivers impacting the movements in working capital were related to the timing of payments for excise tax, as discussed below, as well as the overall growth of our business. Included in the working capital movements is an increase in other accrued liabilities and payables of $16.3 million in 2007 as compared to a $14.6 million decrease in 2006 reflecting the impact of timing of excise payments. Due to the timing of production, a greater amount of excise tax was paid in December in 2007 as compared to December 2006 which resulted in a $31 million swing in the other accrued liabilities and payables line. In order to drive sales, more products were released into the market in November 2007 requiring excise tax payments in December 2007 as compared to the prior year sales where a greater portion of excise tax was paid in January 2007. Other working capital items grew in line with business growth in 2007. However in 2006 the Company benefited from a one time cash inflow when the trade terms with wholesalers were changed, requiring either cash on delivery payments or a bank guarantee at the end of 2005. Thus, cash outflows from accounts receivables were $7.6 million for the twelve months ended December 31, 2006 as compared to $38.8 million for the twelve months ended December 31, 2007.
Net cash flow used in investing activities
Net cash flows used in investing activities represents 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 twelve months ended
34
December 31, 2007 was $159.1 million as compared to $41.9 million for the twelve months ended December 31, 2006. The primary expenditures in 2007 were the additional purchase of shares in Polmos Bialystok for $132.8 million, and investment in the new rectification facilities for $16 million. Included in cash flows from investing activities are net cash inflows of $5.0 million from the final purchase price adjustment from our Botalpol acquisition completed in 2005.
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 $56.9 million for the twelve months ended December 31, 2007 as compared to $60.8 million for the twelve months ended December 31, 2006. In January and March of 2007, the Company completed redemption of 20% of its outstanding Senior Secured Notes for a total of €65.0 million which was financed by equity offerings completed in December 2006 and February 2007. In order to finance the acquisition of the additional share of Polmos Bialystok as noted above, the Company drew down $123 million of funds from a new credit facility during 2007.
Fiscal year 2006 cash flow
Net cash flow from operating activities
Net cash flow from operating activities represents net cash from operations, servicing of finance and taxation. Net cash provided by operating activities for the twelve months ended December 31, 2006 was $71.7 million as compared to $34.1 million for the twelve months ended December 31, 2005. The primary drivers for the increase were overall business growth, improved supplier management and higher margin on sales of our own produced products. Working capital movements contributed $10.0 million of cash inflows for the twelve months ended December 31, 2006 as compared to $3.8 million of cash outflows for the twelve months ended December 31, 2005. In December of 2005, the Company changed the trade terms with wholesalers, requiring either cash on delivery payments or a bank guarantee. The impact of these changes in trade terms contributed to the improvement in cash flow from receivables. Cash outflows from accounts receivables were $23.7 million for the twelve months ended December 31, 2005 as compared to $7.6 million for the twelve months ended December 31, 2006.
Net cash flow used in investing activities
Net cash flows used in investing activities represents 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 twelve months ended December 31, 2006 was $41.9 million as compared to $460.1 million for the twelve months ended December 31, 2005. The primary expenditures in 2006 were the Bols Hungary acquisition that took place in July 2006 which resulted in cash outflow of $20.4 million, and the increase of shareholding in Polmos Bialystok for $11.5 million following our tender offer in December 2006. Included in cash flows from investing activities are net cash inflows of $4.8 million from sales of financial assets.
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 $60.8 million for the twelve months ended December 31, 2006 as compared to $476.4 million for the twelve months ended December 31, 2005. The cash inflow from financing activities during the twelve months ended December 31, 2006 resulted primarily from our $71.7 million public offering of our common stock in connection with our listing on the Warsaw Stock Exchange.
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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, and the financing arrangements described below.
Financing Arrangements
Existing Credit Facilities
As of December 31, 2007, the Company had total short-term debt outstanding under existing credit facilities in the Polish Zloty equivalent of approximately $42.8 million. In order to fund working capital and other liquidity requirements, the Company also has available non-committed credit lines with various banks and credit institutions. As of December 31, 2007, the amount of available, unutilized and uncommitted credit facilities was the Polish Zloty equivalent of approximately $73.0 million. These existing credit facilities are subject to renewal on an annual basis.
As of December 31, 2007, the company had utilized approximately $123 million of a multipurpose credit line agreement in connection with a 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, and a pledge of the shares of, 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 February 9, 2008, CEDC received a binding term sheet from Bank Zachodni WBK SA in Poland to provide up to $50 million of financing to be used to finance a portion of the Parliament acquisition. The term sheet provides a $30 million five year amortizing term facility and a one year $20 million short term facility with annual renewal. The facilities are to bear interest at 6 month LIBOR plus 1.65% for the five year facility and 1.45% for the short term facility and contains other customary terms and covenants.
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.
In order to reduce the Company’s borrowing costs, two redemptions of its Senior Secured Notes were completed during the first quarter of 2007 as described below.
On January 19, 2007, the Company completed a redemption of the Senior Secured Notes equal to €32.5 million. In addition to the payment of principal and accrued interest the Company paid a redemption premium of 8%. The repurchase was financed with the proceeds from the equity offerings completed in December 2006.
On March 29, 2007 the Company completed a second redemption of the Senior Secured Notes equal to €32.5 million. In addition to the payment of principal and accrued interest the Company paid a redemption premium of 8%. The repurchase was financed with the proceeds from the equity offerings completed in February 2007.
In connection with above redemptions of Senior Secured Notes, the Company recognized a loss of $2.8 million related to the portion of the Interest Rate Swap of $32.5 million closed in connection with the January redemption and prepaid financing costs associated with retired debt for $2.2 million relating to both.
36
As of December 31, 2007 and 2006, the Company had accrued interest included in other accrued liabilities of $15.8 million and $15.5 million respectively related to the Senior Secured Notes, with the next coupon due for payment on January 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.
Equity Offering
In February 2007, the Company closed a public offering of 1,553,571 shares of common stock at an offering price of $28 per share. The proceeds from this offering were used to repurchase an additional portion of our Senior Secured Notes described above.
Capital Expenditure
Our net capital expenditure on tangible fixed assets for the twelve months ending December 31, 2007, 2006, and 2005 was $23.1 million, $9.7 million and $5.1 million, respectively. Capital expenditures during the twelve months ended December 31, 2007 were used primarily for investments in rectification of approximately $16 million, as well as fleet, information systems and plant maintenance. Capital expenditures during the twelve months ended December 31, 2006 and 2005 were used primarily for investments in fleet, information systems and plant maintenance.
We have estimated that maintenance capital expenditure for 2008, 2009 and 2010 for our existing business combined with our acquired businesses will be approximately $8.0 to $12.0 million per year. Future capital expenditure is expected to be used for our continued investment in information technology, trucks, and routine improvements to production facilities. Pursuant to our acquisition of Polmos Bialystok, the Company is required to ensure that Polmos Bialystok will make investments of at least 77.5 million Polish Zloty (approximately $31.8 million based on year end exchange rate) during the five years after the consummation of the acquisition. As of December 31, 2007 the company has completed 54% of these investment commitments.
A substantial portion of these future capital expenditure amounts are discretionary, and we may adjust spending in any period according to our needs. We currently intend to finance all of our capital expenditure through cash generated from operating activities.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2007:
| Payments due by period | |||||||||||||||
| Total | Less than 1 year |
1-3 years |
3-5 years |
More than 5 years | |||||||||||
| (unaudited) | |||||||||||||||
| ($ in thousands) | |||||||||||||||
| Long-term debt obligations |
$ | 467,250 | $ | — | $ | 122,952 | $ | 344,298 | $ | — | |||||
| Interest on long-term debt |
162,900 | 38,592 | 63,156 | 61,152 | — | ||||||||||
| Short-term debt obligations |
42,785 | 42,785 | — | — | — | ||||||||||
| Operating leases |
18,689 | 5,241 | 8,376 | 3,450 | 1,622 | ||||||||||
| Capital leases |
4,467 | 1,759 | 2,708 | — | — | ||||||||||
| Contracts with suppliers |
448 | 448 | — | — | — | ||||||||||
| Total |
$ | 696,539 | $ | 88,825 | $ | 197,192 | $ | 408,900 | $ | 1,622 | |||||
Effects of Inflation and Foreign Currency Movements
Substantially all of Company’s operating cash flows and assets are denominated in Polish Zloty and Hungarian Forint. This means that the Company is exposed to translation movements both on its balance sheet and income statement. The impact on working capital items is demonstrated on the cash flow statement as the
37
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 €260 million Senior Secured Notes due 2012, 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. In order to manage the cash flow impact of foreign exchange changes, the Company has entered into certain hedge agreements. As of December 31, 2007, 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 6 month Euribor rate plus a margin.
The average Zloty/Dollar exchange rate used to create our income statement appreciated by approximately 10%. The actual year end Zloty/Dollar exchange rate used to create our balance sheet appreciated by approximately 16%.
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 assesed to have an indefinite life. These trademarks rights will not be amortized; however, management assesses them at least once a year for impairment.
38
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.
39
See Note 10 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 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 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 January 1, 2008. The Company is not expecting the implementation of SFAS 157 on the consolidated financial statements, when adopted, to have any material impact.
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 is business combinations in the year ending November 30, 2010 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 November 30, 2010 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.
| Item 7A. | Quantitative and Qualitative Disclosure about Market Risk |
Our operations are conducted primarily in Poland and our functional currency is the Polish Zloty and the reporting currency is the U.S. Dollar. Our financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable and receivable, inventories, bank loans, overdraft facilities and long-term debt. All of the monetary assets represented by these financial instruments are located in Poland. Consequently, they are subject to currency translation risk when reporting in U.S. Dollars.
If the U.S. Dollar increases in value against the Polish Zloty, the value in U.S. Dollars of assets, liabilities, revenues and expenses originally recorded in Polish Zloty will decrease. Conversely, if the U.S. Dollar decreases in value against the Polish Zloty, the value in U.S. Dollars of assets, liabilities, revenues and expenses originally recorded in Polish Zloty 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. Dollar 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.
40
Our commercial foreign exchange exposure mainly arises from the fact that substantially all of our revenues are denominated in Polish Zloty, and our Senior Secured Notes are denominated in Euros. This Euro debt has been lent down to the operating subsidiary level in Poland, thus exposing the Company to movements in the Euro/Polish Zloty exchange rate. Every 1% movement in this exchange rate would result in an approximately $3.8 million change in the valuation of the liability with the offsetting pre-tax gains or losses recorded in the profit and loss of the Company per annum without considering any potential early repayments of the Senior Secured Notes.
Because all of our working capital financing is at floating rates, changes in interest rates may impact our net interest expense, positively in the event of a reduction in base rates and adversely should base rates increase. A 1 basis point change in the change of our base rates for working capital financing would result in an approximately $4,280 increase or decrease in our borrowing costs, based upon year end working capital facilities utilized.
As a result of the issuance of the Company’s €260 million Senior Secured Notes due 2012, we are exposed to foreign exchange movements. Movements in the Euro/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. In order to manage the cash flow impact of foreign exchange changes, the Company has entered into certain hedge agreements. As of December 31, 2007, the Company had outstanding a hedge contract for a seven year interest rate swap agreement hedging 254.1 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 €25,410.
41
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Index to consolidated financial statements:
| 43 | ||
| 45 | ||
| Consolidated Statements of Income for the years ended December 31, 2007, 2006 and 2005 |
46 | |
| 47 | ||
| Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 |
48 | |
| 49 |
42
[PwC Office Letterhead]
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Central European Distribution Corporation
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Central European Distribution Corporation and its subsidiaries at December 31, 2007 and December 31, 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, Management has excluded PHS Sp. z o.o. from its assessment of internal controls over financial reporting as of December 31, 2007, because this company was acquired by the Company in the purchase business combination during the year ended December 31, 2007. This company is a subsidiary of Central European Distribution Corporation that is controlled by ownership of a majority of voting interest, whole total assets and
43
total revenues represent 0.97% and 2.98% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2007.
PricewaterhouseCoopers Sp. z o.o.
Warsaw, Poland
February 29, 2008
44
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
Amounts in columns expressed in thousands
(except share information)
| December 31, 2007 |
December 31, 2006 |
|||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 87,867 | $ | 159,362 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $29,277 and $24,354 respectively |
316,277 | 224,575 | ||||||
| Inventories |
141,272 | 89,522 | ||||||
| Prepaid expenses and other current assets |
16,536 | 24,299 | ||||||
| Deferred income taxes |
5,141 | 5,336 | ||||||
| Total Current Assets |
567,093 | 503,094 | ||||||
| Intangible assets, net |
545,697 | 371,624 | ||||||
| Goodwill, net |
577,282 | 398,005 | ||||||
| Property, plant and equipment, net |
79,979 | 49,801 | ||||||
| Deferred income taxes |
11,407 | 3,305 | ||||||
| Other assets |
710 | 204 | ||||||
| Total Assets |
$ | 1,782,168 | $ | 1,326,033 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current Liabilities |
||||||||
| Trade accounts payable |
$ | 172,340 | $ | 138,585 | ||||
| Bank loans and overdraft facilities |
42,785 | 24,656 | ||||||
| Income taxes payable |
5,408 | 2,975 | ||||||
| Taxes other than income taxes |
101,929 | 94,985 | ||||||
| Other accrued liabilities |
71,959 | 57,620 | ||||||
| Current portions of obligations under capital leases |
1,759 | 2,005 | ||||||
| Total Current Liabilities |
396,180 | 320,826 | ||||||
| Long-term debt, less current maturities |
122,952 | 8 | ||||||
| Long-term obligations under capital leases |
2,708 | 1,122 | ||||||
| Long-term obligations under Senior Secured Notes |
344,298 | 393,434 | ||||||
| Deferred income taxes |
100,113 | 68,275 | ||||||
| Total Long Term Liabilities |
570,071 | 462,839 | ||||||
| Minority interests |
481 | 21,395 | ||||||
| Stockholders’ Equity |
||||||||
| Common Stock ($0.01 par value, 80,000,000 shares authorized, 40,566,096 and 38,691,635 shares issued at December 31, 2007 and 2006, respectively) |
406 | 387 | ||||||
| Additional paid-in-capital |
429,554 | 374,985 | ||||||
| Retained earnings |
205,186 | 128,084 | ||||||
| Accumulated other comprehensive income |
180,440 | 17,667 | ||||||
| Less Treasury Stock at cost (246,037 shares at December 31, 2007 and 2006, respectively) |
(150 | ) | (150 | ) | ||||
| Total Stockholders’ Equity |
815,436 | 520,973 | ||||||
| Total Liabilities and Stockholders’ Equity |
$ | 1,782,168 | $ | 1,326,033 | ||||
The accompanying notes are an integral part of the consolidated condensed financial statements.
45
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
Amounts in columns expressed in thousands
(except per share information)
| Year ended December 31, | ||||||||||||
| 2007 | 2006 | 2005 | ||||||||||
| Sales |
$ | 1,483,344 | $ | 1,193,248 | $ | 828,918 | ||||||
| Excise taxes |
(293,522 | ) | (249,140 | ) | (79,503 | ) | ||||||
| Net Sales |
1,189,822 | 944,108 | 749,415 | |||||||||
| Cost of goods sold |
941,060 | 745,721 | 627,368 | |||||||||
| Gross Profit |
248,762 | 198,387 | 122,047 | |||||||||
| Operating expenses |
130,677 | 106,805 | 70,404 | |||||||||
| Operating Income |
118,085 | 91,582 | 51,643 | |||||||||
| Non operating income / (expense), net |
||||||||||||
| Interest (expense), net |
(35,829 | ) | (31,750 | ) | (15,828 | ) | ||||||
| Other financial (expense), net |
13,594 | 17,212 | (7,678 | ) | ||||||||
| Other non operating income / (expense), net |
(1,770 | ) | 1,119 | (262 | ) | |||||||
| Income before taxes |
94,080 | 78,163 | 27,875 | |||||||||
| Income tax expense |
15,910 | 13,986 | 5,346 | |||||||||
| Minority interests |
1,068 | 8,727 | 2,261 | |||||||||
| Net income |
$ | 77,102 | $ | 55,450 | $ | 20,268 | ||||||
| Net income per share of common stock, basic |
$ | 1.93 | $ | 1.55 | $ | 0.72 | ||||||
| Net income per share of common stock, diluted |
$ | 1.91 | $ | 1.53 | $ | 0.70 | ||||||
The accompanying notes are an integral part of the consolidated condensed financial statements.
46
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN
STOCKHOLDERS’ EQUITY
Amounts in columns expressed in thousands
(except per share information)
| Common Stock | Additional Paid-in Capital |
Retained Earnings |
Accumu- lated other comprehen- sive income |
Total | ||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||
| No. of Shares |
Amount | No. of Shares |
Amount | |||||||||||||||||||||||
| Balance at December 31, 2004 |
16,677 | $ | 166 | 164 | ($ | 150 | ) | $ | 55,663 | $ | 52,366 | $ | 12,271 | $ | 120,316 | |||||||||||
| Net income for 2005 |
— | — | — | 20,268 | — | 20,268 | ||||||||||||||||||||
| Foreign currency translation adjustment |
— | — | — | — | (6,626 | ) | (6,626 | ) | ||||||||||||||||||
| Comprehensive income for 2005 |
— | — | — | 20,268 | (6,626 | ) | 13,642 | |||||||||||||||||||
| Common stock issued in private placement |
3,360 | 34 | 111,560 | 111,594 | ||||||||||||||||||||||
| Common stock issued in connection with options |
438 | 5 | 3,201 | 3,206 | ||||||||||||||||||||||
| Common stock issued in connection with acquisitions |
3,410 | 34 | 126,150 | — | — | 126,184 | ||||||||||||||||||||
| Balance at December 31, 2005 |
23,885 | $ | 239 | 164 | ($ | 150 | ) | $ | 296,574 | $ | 72,634 | $ | 5,645 | $ | 374,942 | |||||||||||
| Net income for 2006 |
— | — | — | 55,450 | — | 55,450 | ||||||||||||||||||||
| Foreign currency translation adjustment |
— | — | — | — | 12,022 | 12,022 | ||||||||||||||||||||
| Comprehensive income for 2006 |
— | — | — | 55,450 | 12,022 | 67,472 | ||||||||||||||||||||
| Contractual compensation |
2 | — | 57 | 57 | ||||||||||||||||||||||
| Effect of stock split June 12, 2006 |
11,977 | 120 | 82 | (120 | ) | — | ||||||||||||||||||||
| Common stock issued in public placement |
2,550 | 26 | 71,571 | 71,597 | ||||||||||||||||||||||
| Common stock issued in connection with options |
274 | 2 | 6,729 | 6,731 | ||||||||||||||||||||||
| Common stock issued in connection with acquisitions |
4 | — | 161 | — | — | 161 | ||||||||||||||||||||
| Share purchase in Polmos |
0 | 0 | ||||||||||||||||||||||||
| Other |
13 | 13 | ||||||||||||||||||||||||
| Balance at December 31, 2006 |
38,692 | $ | 387 | 246 | ($ | 150 | ) | $ | 374,985 | $ | 128,084 | $ | 17,667 | $ | 520,973 | |||||||||||
| Net income for 2007 |
— | — | — | — | — | 77,102 | — | 77,102 | ||||||||||||||||||
| Foreign currency translation adjustment |
— | — | — | — | — | — | 162,773 | 162,773 | ||||||||||||||||||
| Comprehensive income for 2007 |
— | — | — | — | — | 77,102 | 162,773 | 239,875 | ||||||||||||||||||
| Common stock issued in public placement |
1,554 | 16 | — | — | 42,338 | — | — | 42,354 | ||||||||||||||||||
| Common stock issued in connection with options |
272 | 3 | — | — | 5,538 | — | — | 5,541 | ||||||||||||||||||
| Common stock issued in connection with acquisitions |
48 | 0 | — | — | 1,693 | — | — | 1,693 | ||||||||||||||||||
| Refundable purchase price related to Botapol acquisition |
— | — | — | — | 5,000 | — | — | 5,000 | ||||||||||||||||||
| Balance at December 31, 2007 |
40,566 | $ | 406 | 246 | ($ | 150 | ) | $ | 429,554 | $ | 205,186 | $ | 180,440 | $ | 815,436 | |||||||||||
The accompanying notes are an integral part of the consolidated condensed financial statements.
47
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
Amounts in columns expressed in thousands
| Year ended December 31, | ||||||||||||
| 2007 | 2006 | 2005 | ||||||||||
| CASH FLOW |
||||||||||||
| Operating Activities |
||||||||||||
| Net income |
$ | 77,102 | $ | 55,450 | $ | 20,268 | ||||||
| Adjustments to reconcile net income to net cash provided by / (used in) operating activities: |
||||||||||||
| Depreciation and amortization |
9,968 | 8,739 | 4,529 | |||||||||
| Deferred income taxes |
9,957 | 2,205 | (317 | ) | ||||||||
| Bad debt provision |
249 | 999 | 984 | |||||||||
| Minority interests |
1,044 | 8,727 | 2,261 | |||||||||
| Hedge valuation |
— | (13,118 | ) | 16,957 | ||||||||
| Unrealized foreign exchange (gains) / losses |
(23,940 | ) | (3,274 | ) | (14,351 | ) | ||||||
| Cost of debt extinguishment |
11,864 | — | — | |||||||||
| Stock options expense |
1,866 | 1,908 | — | |||||||||
| Other non cash items |
7,059 | 80 | — | |||||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Accounts receivable |
(38,812 | ) | (7,554 | ) | (23,730 | ) | ||||||
| Inventories |
(21,986 | ) | (3,165 | ) | (238 | ) | ||||||
| Prepayments and other current assets |
5,865 | (2,026 | ) | (6,575 | ) | |||||||
| Trade accounts payable |
(880 | ) | 8,123 | (7,149 | ) | |||||||
| Other accrued liabilities and payables |
(16,272 | ) | 14,597 | 41,442 | ||||||||
| Net Cash provided by Operating Activities |
23,084 | 71,691 | 34,081 | |||||||||
| Investing Activities |
||||||||||||
| Investment in fixed assets |
(25,787 | ) | (11,713 | ) | (8,091 | ) | ||||||
| Proceeds from the disposal of fixed assets |
2,670 | 2,045 | 2,454 | |||||||||
| Investment in trademarks |
— | (1,210 | ) | — | ||||||||
| Purchase of financial assets |
— | — | (79,412 | ) | ||||||||
| Proceeds from the disposal of financial assets |
— | 4,784 | 115,028 | |||||||||
| Refundable purchase price related to Botapol acquisition |
5,000 | — | — | |||||||||
| Acquisitions of subsidiaries, net of cash acquired |
(141,005 | ) | (35,828 | ) | (490,092 | ) | ||||||
| Net Cash used in Investing Activities |
(159,122 | ) | (41,922 | ) | (460,113 | ) | ||||||
| Financing Activities |
||||||||||||
| Borrowings on bank loans and overdraft facility |
13,225 | 15,379 | 4,804 | |||||||||
| Borrowings on long-term bank loans |
122,508 | — | — | |||||||||
| Payment of bank loans and overdraft facility |
(30,153 | ) | (21,526 | ) | (13,565 | ) | ||||||
| Payment of long-term borrowings |
8 | (3 | ) | (6,438 | ) | |||||||
| Net Borrowings of Senior Secured Notes |
— | — | 378,447 | |||||||||
| Payment of Senior Secured Notes |
(95,440 | ) | — | — | ||||||||
| Hedge closure |
— | (7,323 | ) | — | ||||||||
| Movements in capital leases payable |
445 | (2,232 | ) | (1,676 | ) | |||||||
| Issuance of shares in public placement |
42,354 | 71,719 | — | |||||||||
| Issuance of shares in private placement |
— | — | 111,594 | |||||||||
| Options exercised |
3,976 | 4,772 | 3,205 | |||||||||
| Net Cash provided by Financing Activities |
56,923 | 60,786 | 476,371 | |||||||||
| Currency effect on brought forward cash balances |
7,620 | 8,062 | (86 | ) | ||||||||
| Net Increase / (Decrease) in Cash |
(71,495 | ) | 98,617 | 50,254 | ||||||||
| Cash and cash equivalents at beginning of period |
159,362 | 60,745 | 10,491 | |||||||||
| Cash and cash equivalents at end of period |
$ | 87,867 | $ | 159,362 | $ | 60,745 | ||||||
| Supplemental Schedule of Non-cash Investing Activities |
||||||||||||
| Common stock issued in connection with investment in subsidiaries |
1,693 | $ | 161 | $ | 126,156 | |||||||
| Supplemental disclosures of cash flow information |
||||||||||||
| Interest paid |
$ | 40,136 | $ | 37,256 | $ | 2,669 | ||||||
| Income tax paid |
$ | 21,362 | $ | 11,980 | $ | 4,580 | ||||||
The accompanying notes are an integral part of the consolidated condensed financial statements.
48
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Amounts in tables expressed in thousands, except per share information
1. Organization and Significant Accounting Policies
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. Historically the Company has operated as a distributor and importer of alcoholic beverages in Poland. Since acquisitions made in 2005, the Company became the largest vodka producer and the leading distributor and importer of alcoholic beverages in Poland. In July 2006, the Company expanded outside of Poland through the acquisition of Bols Hungary, becoming a leading importer of alcoholic beverages in Hungary. The Company is based in Warsaw and operates through its subsidiaries in Poland and Hungary.
Significant Accounting Policies
The significant accounting policies and practices followed by the Company are as follows:
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).
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.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements.
Foreign Currency Translation and Transactions
For all of the Company’s subsidiaries the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each year-end. The Income Statements are translated at the average rate of exchange prevailing during the respective year. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of stockholders’ equity. Transaction adjustments arising from operations as well as gains and losses from any specific foreign currency transactions are included in the reported net income for the period.
The accompanying consolidated financial statements have been presented in U.S. Dollars.
49
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
Tangible Fixed Assets
Tangible fixed assets are stated at cost, less accumulated depreciation. Depreciation of tangible fixed assets is computed by the straight-line method over the following useful lives:
| Type |
Depreciation life in years | |
| Transportation equipment including capital leases |
5 | |
| Production equipment |
10 | |
| Software |
5 | |
| Computers and IT equipment |
3 | |
| Beer dispensing and other equipment |
2-10 | |
| Freehold land |
Not depreciated | |
| Freehold buildings |
40 |
Leased equipment meeting appropriate criteria is capitalized and the present value of the related lease payments is recorded as a liability. Amortization of capitalized leased assets is computed on a straight-line method over the useful life of the relevant assets.
Where the cost of equipment is approximately $1,500 per transaction, it is expensed to the income statement as incurred.
The Company periodically reviews its investment in tangible fixed assets and when indicators of impairment exist, an impairment loss is recognized.
Goodwill
As required by 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 business units of a similar economic nature may not be sufficient to support the recorded goodwill. If undiscounted cash flows were to be insufficient 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 units. No such charge has been considered necessary through the date of the accompanying financial statements.
Purchase price allocations
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.
Intangible assets other than Goodwill
Intangibles consist primarily of acquired trademarks relating to well established brands, and as such have been deemed to have an indefinite life. In accordance with SFAS 142, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment. Additional intangible assets include the valuation of customer contracts arising as a result of acquisitions, these intangible assets are amortized over their estimated useful life of 8 years.
50
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
Impairment of long lived assets
In accordance with SFAS 144, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of an asset exceeds its fair value.
Revenue Recognition
Sales are recognized when title passes to the customer, which is generally when the goods are shipped to customers and where a delivery acceptance note signed by the customer has been returned to the Company. Sales are stated net of turnover related customer discounts, an estimate of customer returns and sales tax (VAT). Net sales revenue includes excise tax except in the case where the sales is made directly from the production unit, in which case it is recorded net of excise tax.
Shipping and Handling Costs
Where the Company has incurred costs in shipping goods to its warehouse facilities these costs are recorded as part of inventory and then to costs of goods sold. Shipping and handling costs associated with distribution are recorded in Selling, General and Administrative (S,G&A) costs.
Accounts Receivable
Accounts receivables are recorded based on the invoice price, inclusive of VAT (sales tax), and where a delivery note has been signed by the customer and returned to the Company. The allowances for doubtful accounts are based upon the aging of the accounts receivable, whereby the Company makes an allowance based on a sliding scale. The Company typically does not provide for past due amounts due from large international retail chains (hypermarkets and supermarkets) as there have historically not been any issues with collectability of these amounts. However, where circumstances require, the Company will also make specific provisions for any excess not provided for under the general provision. When a final determination is delivered to the Company regarding the non-recovery of a receivable, the Company then charges the unrecoverable amount to the accumulated allowance.
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:
| December 31, 2007 |
December 31, 2006 | |||||
| Raw materials and supplies |
$ | 19,051 | $ | 13,084 | ||
| In-process inventories |
2,479 | 298 | ||||
| Finished goods and goods for resale |
119,742 | 76,140 | ||||
| Total |
$ | 141,272 | $ | 89,522 | ||
51
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
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.
Cash and Cash Equivalents
Short-term investments which have a maturity of three months or less from the date of purchase are classified as cash equivalents.
Income Taxes and Deferred Taxes
The Company computes and records income taxes in accordance with the liability method. Deferred tax assets and liabilities are recorded based on the difference between the accounting and tax basis of the underlying assets and liabilities based on enacted tax rates expected to be in effect for the year in which the differences are expected to reverse.
Employee Retirement Provisions
The Company’s employees are entitled to retirement payments and in some cases payments for long-service (“jubilee awards”) and accordingly the Company provides for the current value of the liability related to these benefits. A provision is calculated based on the terms set in the collective labor agreement. The amount of the provision for retirement bonuses depends on the age of employees and the pre-retirement time of work for the Company and typically equals one months salary.
The Company does not create a specific fund designated for these payments and all payments related to the benefits are charged to the accrued liability. The provision for the employees’ benefits is calculated annually using the projected unit method and any losses or gains resulting from the valuation are immediately recognized in the income statement.
The Company also contributes to State and privately managed defined contribution plans. Contributions to defined contribution plans are charged to the income statement in the period in which they are incurred.
Employee Stock-Based Compensation
At December 31, 2007, the Company had in place the 1997 Stock Incentive Plan (“the 1997 Incentive Plan”) under which all stock-based compensation awards are granted to directors, executives, and other employees and to non-employee service providers of the Company. The 1997 Incentive Plan expired in November 2007; however, a new plan (the 2007 Stock Incentive Plan) was approved by CEDC shareholders during the annual shareholders meeting on April 30, 2007. The 2007 Stock Incentive Plan will expire in November 2017. The terms and conditions of the 2007 Stock Incentive Plan are substantially similar to those of the 1997 Stock Incentive Plan. See Note 10 for more information regarding stock-based compensation, including pro forma information required under SFAS No. 123 for periods prior to Fiscal 2006.
52
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
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 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 2007 Stock 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 within 1-2 years. Stock options granted to general employees as part of a loyalty program vest after three years.
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.
53
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
See Note 10 for more information regarding stock-based compensation, including pro forma information required under SFAS No. 123 for periods prior to Fiscal 2006.
Derivative Financial Instruments
The Company uses derivative financial instruments, including interest rate swaps and currency derivatives. Derivative financial instruments are initially recognized in the balance sheet at cost and are subsequently remeasured at their fair value. Changes in the fair value of derivative financial instruments are recognized periodically in either income or in shareholders’ equity as a component of comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or a cash flow hedge.
Generally, changes in fair values of derivative financial instruments accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivative financial instruments not qualifying as hedges are reported in income. At the inception of a transaction the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objective and the strategy for undertaking various hedge transactions. This process includes linking all derivatives designated to specific firm commitments or forecasted transactions. 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 values or cash flows of hedged items.
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 includes net income adjusted by, among other items, foreign currency translation adjustments. The translation losses/gains on the re-measurements from foreign currencies (primarily the Polish Zloty) to US dollars are classified separately as a component of accumulated other comprehensive income included in stockholders’ equity.
As of December 31, 2007, the Polish zloty exchange rate used to translate the balance sheet strengthened as compared to the exchange rate as of December 31, 2006, and as a result a gain to 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 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.
Segment Reporting
The Company primarily operates in one industry segment, the production and sale of alcoholic beverages. These activities are conducted by the Company’s subsidiaries in Poland and Hungary. Substantially all revenues, operating profits and assets relate to this business. CEDC assets (excluding inter-company loans and investments) located in the United States of America represent less than 1% of consolidated assets.
54
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
Net Income per Common Share
Net income per common share is calculated in accordance with SFAS No. 128, “Earnings per Share”. Basic earnings per share (EPS) are computed by dividing income available to common shareholders by the weighted- average number of common shares outstanding for the year. The stock options and warrants discussed in Note 10 were included in the computation of diluted earnings per common share (Note 15).
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 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 January 1, 2008. The Company is not expecting the implementation of SFAS 157 to have any material impact on the consolidated financial statements when adopted.
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 is business combinations in the year ending November 30, 2010 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 November 30, 2010 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.
2. Acquisitions
On July 27, 2007, the Company signed the final Share Purchase Agreement to acquire 100% of the outstanding shares of PHS Sp. z o.o. “PHS”, a leading Polish distributor of alcoholic beverages. The total purchase price of approximately $8.4 million was funded through a combination of 80% cash and 20% shares of common stock of CEDC.
55
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
On July 16, 2007, the Company signed a Letter of Intent to acquire a significant majority interest in a company in Russia holding various alcoholic beverage production and distribution assets, including the trademark rights for the Parliament brand in Russia. The Letter of Intent is subject to the execution of definitive agreements, which would be subject to customary closing conditions. The acquisition is currently expected to close during the first quarter of 2008 and will be financed through a combination of cash, debt and equity.
On March 31, 2007, the Company also acquired the distribution assets of a small distributor in Northeast Poland for a total consideration of $1.2 million.
On February 20, 2007, the Company closed a tender for the remaining outstanding shares of common stock of Polmos Bialystok, obtaining an additional 2.54 million shares for approximately $90.9 million, thus increasing the Company’s ownership in Polmos Bialystok to 90.14%. In addition, the Company purchased additional shares on the market and performed a mandatory buyout to purchase an additional 9.79% of the outstanding shares of common stock of Polmos Bialystok S.A for approximately $41.9 million. As of December 31, 2007 the Company’s owned 99.93% of the outstanding common stock of Polmos.
In connection with the tender and the mandatory buyout, the Company partially financed the purchase price for the shares through a draw down on a credit facility for approximately $112.8 million.
On November 29, 2006 the Company purchased an additional 338,741 shares of Polmos Bialystok S.A. as part of its tender offer for the remaining shares, in exchange for $11.5 million. As a result of this tender offer the Company owned as of December 31, 2006 approximately 69% of Polmos Bialystok.
In addition, on September 15, 2006 the Company completed the acquisition of Classic, an alcohol distribution company in the northeast of Poland, for approximately $1.4 million in cash. The Company also has completed other acquisitions for approximately $2.2 million in cash and $0.2 million in shares which were accounted for as business combinations.
On July 12, 2006 the Company finalized the Share Purchase Agreement with DELB Holding BV (part of Remy Cointreau SA) for the purchase of 100% of the share capital of Bols Hungary for $14.0 million and the Royal trademark for $7.6 million. The total acquisition price of $21.6 million was funded entirely with cash.
56
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
The fair value of the net assets acquired in connection with all 2007 acquisitions as of the acquisition date are:
| Fair value of assets purchased and liabilities assumed |
December 31, | |||||||
| 2007 | 2006 | |||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 265 | $ | 1,270 | ||||
| Financial assets |
1 | 0 | ||||||
| Accounts receivable, net of allowance for doubtful accounts |
3,572 | 7,328 | ||||||
| Inventories |
7,871 | 4,098 | ||||||
| Prepaid expenses and other current assets |
1,072 | 761 | ||||||
| Deferred income taxes |
334 | 387 | ||||||
| Total Current Assets |
13,115 | 13,844 | ||||||
| Equipment, net |
1,357 | 2,267 | ||||||
| Trademarks, net |
87,552 | 15,949 | ||||||
| Total Assets |
$ | 102,024 | $ | 32,060 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current Liabilities |
||||||||
| Trade accounts payable |
$ | 7,093 | $ | 4,026 | ||||
| Bank loans and overdraft facilities |
3,952 | 832 | ||||||
| Income taxes payable |
— | — | ||||||
| Taxes other than income taxes |
262 | 2,743 | ||||||
| Other accrued liabilities |
17,152 | 3,550 | ||||||
| Total Current Liabilities |
28,459 | 11,152 | ||||||
| Long-term debt, less current maturities |
193 | 0 | ||||||
| Deferred tax—long term liability |
0 | 0 | ||||||
| Minority interests |
(21,959 | ) | (1,984 | ) | ||||
| Net identifiable assets and liabilities |
95,331 | 22,892 | ||||||
| Goodwill on acquisition |
47,647 | 14,570 | ||||||
| Consideration paid, satisfied in shares |
1,694 | 161 | ||||||
| Consideration paid, satisfied in cash |
141,270 | 37,097 | ||||||
| Consideration to be paid, presented in liabilities |
— | — | ||||||
| Cash (acquired) |
$ | 265 | $ | 1,270 | ||||
| Net Cash Outflow |
$ | 141,005 | $ | 35,828 | ||||
The following table sets forth the unaudited pro forma results of operations of the Company for the twelve month periods ending December 31, 2007, 2006 and 2005. The unaudited pro forma results of operations give effect to the Company’s acquisitions as if they occurred on January 1, 2007, 2006 and 2005. The unaudited pro forma results of operations are presented after giving effect to certain adjustments for depreciation, amortization of deferred financing costs, interest expense on the acquisition financing, and related income tax effects. The unaudited pro forma results of operations are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma results of operations
57
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
do not purport to present what the Company’s results of operations would actually have been if the aforementioned transactions had in fact occurred on such date or at the beginning of the period indicated, nor do they project the Company’s financial position or results of operations at any future date or for any future period.
| Year ended December 31, | |||||||||
| 2007 | 2006 | 2005 | |||||||
| Net sales |
$ | 1,230,588 | $ | 969,233 | $ | 890,707 | |||
| Net income |
78,200 | 53,650 | 15,007 | ||||||
| Net income per share data: |
|||||||||
| Basic earnings per share of common stock |
$ | 1.96 | $ | 1.50 | $ | 0.53 | |||
| Diluted earnings per share of common stock |
$ | 1.94 | $ | 1.48 | $ | 0.52 | |||
3. Trade Receivables and Allowances for Doubtful Accounts
Changes in the allowance for doubtful accounts during each of the three years in the period ended December 31, were as follows:
| Year ended December 31, | ||||||||||||
| 2007 | 2006 | 2005 | ||||||||||
| Net trade receivables—excluding VAT |
$ | 283,241 | $ | 204,040 | $ | 164,487 | ||||||
| VAT (sales tax) |
62,313 | 44,889 | 46,393 | |||||||||
| Gross trade receivables |
$ | 345,554 | $ | 248,929 | $ | 210,880 | ||||||
| Allowances for doubtful debts |
||||||||||||
| Balance, beginning of year |
$ | 24,354 | $ | 22,851 | $ | 10,038 | ||||||
| Effect of FX movement on opening balance |
4,696 | 2,754 | (834 | ) | ||||||||
| Provision for bad debts—reported in income statement |
(249 | ) | 999 | 984 | ||||||||
| Charge-offs, net of recoveries |
476 | (2,378 | ) | (4,088 | ) | |||||||
| Increase in allowance from purchase of subsidiaries |
— | 128 | 16,751 | |||||||||
| Balance, end of year |
$ | 29,277 | $ | 24,354 | $ | 22,851 | ||||||
| Trade receivables, net |
$ | 316,277 | $ | 224,575 | $ | 188,029 | ||||||
4. Property, plant and equipment
Property, plant and equipment, presented net of accumulated depreciation in the consolidated balance sheets, consists of:
| December 31, | ||||||||
| 2007 | 2006 | |||||||
| Land and buildings |
$ | 35,443 | $ | 23,643 | ||||
| Equipment |
56,780 | 34,576 | ||||||
| Motor vehicles |
20,985 | 15,391 | ||||||
| Motor vehicles under lease |
7,200 | 6,884 | ||||||
| Computer hardware and software |
16,817 | 12,021 | ||||||
| Total gross book value |
137,225 | 92,515 | ||||||
| Less—Accumulated depreciation |
(57,246 | ) | (42,714 | ) | ||||
| Total |
$ | 79,979 | $ | 49,801 | ||||
58
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
5. Goodwill
Goodwill, presented net of accumulated amortization in the consolidated balance sheets, consists of:
| December 31, | ||||||
| 2007 | 2006 | |||||
| Balance at January 1, |
$ | 398,005 | $ | 372,664 | ||
| Impact of foreign exchange |
131,630 | 10,771 | ||||
| Additional purchase price adjustments |
— | — | ||||
| Acquisition through business combinations |
47,647 | 14,570 | ||||
| Balance at December 31, |
$ | 577,282 | $ | 398,005 | ||
During the fourth quarter of 2007, the Company determined that the exchange rates that have been applied historically to translate goodwill from the functional currency of the acquired entity to the reporting currency were incorrectly applied. As such the gross balance of goodwill was updated during the fourth quarter of 2007, to properly reflect this impact of exchange rate movements and a one time revaluation of goodwill of $131 million was recorded in the 2007 financial statements, with the corresponding offset to other compressive income. In accordance with the guidance provided by SAB 99, the Company has determined that this adjustment is not material based upon a combination of qualitative and quantitative factors.
6. Intangible Assets other than Goodwill
The major components of intangible assets are:
| December 31, | December 31, | |||||||
| 2007 | 2006 | |||||||
| Non-amortizable intangible assets: |
||||||||
| Trademarks |
$ | 543,123 | $ | 369,052 | ||||
| Total |
543,123 | 369,052 | ||||||
| Amortizable intangible assets: |
||||||||
| Trademarks |
$ | 6,754 | $ | 5,663 | ||||
| Customer relationships |
1,913 | 1,228 | ||||||
| Less accumulated amortization |
(6,093 | ) | (4,319 | ) | ||||
| Total |
2,574 | 2,572 | ||||||
| Total intangible assets |
$ | 545,697 | $ | 371,624 | ||||
Following the tender for the additional shares of Polmos Bialystok in February and June 2007, the Company recorded an additional $87.1 million of the carrying value of the trademarks to reflect the ownership increase from 69% to 99% as well as the updated trademarks valuation. This relates mainly to Absolwent and Zubrówka trademarks which have indefinite lives.
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 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.
59
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
Estimated aggregate future amortization expenses for intangible assets that have a definite life are as follows:
| 2008 |
$ | 926 | |
| 2009 |
779 | ||
| 2010 |
315 | ||
| 2011 |
232 | ||
| 2012 and above |
322 | ||
| Total |
$ | 2,574 | |
Intangible assets are tested for impairment at least once a year at year end.
7. Accrued liabilities
The major components of accrued liabilities are:
| December 31, | December 31, | |||||
| 2007 | 2006 | |||||
| Operating accruals |
$ | 28,672 | $ | 22,119 | ||
| Hedge valuation |
27,520 | 19,991 | ||||
| Accrued interest |
15,767 | 15,510 | ||||
| Total |
$ | 71,959 | $ | 57,620 | ||
The hedge valuation represents the mark to market valuation of the open fair value hedge as described further in Note 16. Accrued interest represents interest on the Senior Secured Notes as of December 31, 2007 which was subsequently paid on January 25, 2008.
8. Borrowings
Bank Facilities
In June 2006, the Company consolidated all working capital facilities to three banks. These facilities are used primarily to support the Company’s working capital requirements. These credit lines are only denominated in Polish Zloty.
As of December 31, 2007, $73.0 million remained available under the Company’s overdraft facilities. These overdraft facilities are renewed on an annual basis.
As of December 31, 2007, the company had utilized approximately $123 million of a multipurpose credit line agreement in connection with a 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.
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
60
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
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.
In order to reduce the Company’s borrowing costs, two redemptions of its Senior Secured Notes were completed during the first quarter of 2007 as described below.
On January 19, 2007, the Company completed a redemption of the Senior Secured Notes equal to €32.5 million. In addition to the payment of principal and accrued interest the Company paid a redemption premium of 8%. The repurchase was financed with the proceeds from the equity offerings completed in December 2006.
On March 29, 2007 the Company completed a second redemption of the Senior Secured Notes equal to €32.5 million. In addition to the payment of principal and accrued interest the Company paid a redemption premium of 8%. The repurchase was financed with the proceeds from the equity offerings completed in February 2007.
In line with above redemptions of the Senior Secured Notes the Company recognized a loss of $2.8 million related to the portion of the Interest Rate Swap of $32.5 million closed in connection with the January redemption and prepaid financing costs associated with retired debt for $2.2 million relating to both redemptions.
As of December 31, 2007 and 2006, the Company had accrued interest included in other accrued liabilities of $15.8 million and $15.5 million respectively related to the Senior Secured Notes, with the next coupon due for payment on January 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:
| December 31, | December 31, | |||||||
| 2007 | 2006 | |||||||
| Senior Secured Notes |
$ | 381,689 | $ | 427,810 | ||||
| Fair value bond mark to market |
(28,204 | ) | (20,452 | ) | ||||
| Unamortized portion of closed hedges |
(858 | ) | (3,760 | ) | ||||
| Unamortized bond costs |
(8,329 | ) | (10,164 | ) | ||||
| Total |
$ | 344,298 | $ | 393,434 | ||||
Total borrowings as disclosed in the financial statements are:
| December 31, | December 31, | |||||
| 2007 | 2006 | |||||
| Short term bank loans and overdraft facilities for working capital |
$ | 42,785 | $ | 24,656 | ||
| Total short term bank loans and overdraft facilities |
42,785 | 24,656 | ||||
| Long term bank loans for share tender |
122,952 | — | ||||
| Long term obligations under Senior Secured Notes |
344,298 | 393,434 | ||||
| Other total long term debt, less current maturities |
— | 8 | ||||
| Total debt |
$ | 510,035 | $ | 418,098 | ||
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
| December 31, 2007 | |||
| Principal repayments for the following years |
|||
| 2008 |
$ | 42,785 | |
| 2009 |
122,952 | ||
| 2010 |
— | ||
| 2011 |
— | ||
| 2012 and beyond |
344,298 | ||
| Total |
$ | 510,035 | |
9. Income and Deferred Taxes
The Company operates in four tax jurisdictions: the United States of America, Poland, The Netherlands and Hungary. All Polish 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 is currently generating tax loss carry forwards in the United States at a 35% tax rate, which has the effect of reducing the overall effective tax rate below the 19% Polish statutory rate.
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 has recorded a provision for the penalty and interest on penalty for a Polish subsidiary in the amount of approximately $0.3 million. This provision was recognized during 2006 and was not related to the implementation of FASB Interpretation No. 48.
In August 2007, the Company received confirmation from the Polish tax office regarding a change in tax treatment for unrealized gains. As such the Company recognized a one time increase in a deferred tax asset during the period. Partially offsetting this was an increase in the provision for unutilized tax loss carry forwards in Poland from $1 million to $3.4 million, which resulted in a reduction of a deferred tax asset. The net difference was fully recognized in the current period resulting in an effective tax rate of 17% for the quarter as compared to a normal rate of 18%-19%.
62
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
The Company files income tax returns in the U.S., Poland, Hungary and the Netherlands. Tax liabilities of the Company’s subsidiaries may be subject to examinations by the tax authorities for the year as indicated in the table below and subsequent years:
| Tax jurisdiction |
||
| U.S. |
2003 | |
| Poland |
2001 | |
| Hungary |
2001 | |
| The Netherlands |
2001 |
Currently there is one ongoing examination of the Corporation’s income tax returns for prior years in Polmos Bialystok. The Company does not expect any material issues to arise as a result of this tax examination. As the application of tax laws and regulations and transactions are susceptible to varying interpretations, amounts reported in the consolidated financial statements could be changed at a later date upon final determination by the tax authorities.
| Year ended December 31, | ||||||||||||
| 2007 | 2006 | 2005 | ||||||||||
| Tax at Polish statutory rate |
$ | 17,875 | $ | 14,851 | $ | 5,269 | ||||||
| Tax rate differences |
(740 | ) | (679 | ) | (317 | ) | ||||||
| Permanent differences |
(1,225 | ) | (186 | ) | 367 | |||||||
| Income tax expense |
$ | 15,910 | $ | 13,986 | $ | 5,346 | ||||||
Total Polish income tax payments during 2007, 2006 and 2005 were $21,362, $11,980 and $4,580 respectively. CEDC has paid no U.S. income taxes and has net operating U.S. loss carry-forward totaling $11,755.
63
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
Significant components of the Company’s deferred tax assets are as follows:
| December 31, | ||||||||
| 2007 | 2006 | |||||||
| Deferred tax assets |
||||||||
| Accrued expenses, deferred income and prepaid, net |
$ | 10,567 | $ | 7,041 | ||||
| Allowance for doubtful accounts receivable |
3,749 | 1,763 | ||||||
| Unrealized foreign exchange losses |
— | 16 | ||||||
| Net operating loss carry-forward benefit, |
||||||||
| Expiring in 2010 – 2026 |
7,658 | 7,968 | ||||||
| Net deferred tax asset |
$ | 21,974 | $ | 16,788 | ||||
| Deferred tax liability |
||||||||
| Trade marks |
100,113 | 68,275 | ||||||
| Unrealized foreign exchange gains |
5,069 | 6,777 | ||||||
| Timing differences in finance type leases |
60 | 274 | ||||||
| Investment credit |
297 | 818 | ||||||
| Deferred income |
— | 278 | ||||||
| Net deferred tax liability |
$ | 105,539 | $ | 76,422 | ||||
| Total net deferred tax asset |
21,974 | 16,788 | ||||||
| Total net deferred tax liability |
105,539 | 76,422 | ||||||
| Total net deferred tax |
(83,565 | ) | (59,634 | ) | ||||
| Classified as |
||||||||
| Current deferred tax asset |
5,141 | 5,336 | ||||||
| Non-current deferred tax asset |
11,407 | 3,305 | ||||||
| Non-current deferred tax liability |
(100,113 | ) | (68,275 | ) | ||||
| Total net deferred tax |
($ | 83,565 | ) | ($ | 59,634 | ) | ||
No deferred taxes have been recorded for the remaining undistributed earnings as the Company intends to permanently reinvest these earnings.
Tax losses in Poland can be carried forward for 5 years and tax losses in the United States can be earned forward for 20 years.
Tax liabilities (including corporate income tax, Value Added Tax (VAT), 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 U.S. federal income tax returns are also subject to examination by the U.S. tax authorities. As the application of tax laws and regulations, and transactions are susceptible to varying interpretations, amounts reported in the consolidated financial statements could be changed at a later date upon final determination by the tax authorities.
10. Stock Option Plans and Warrants
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
64
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
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.
65
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
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 period ended December 31, 2007 is as follows:
| Total Options |
Number of Options |
Weighted- Average Exercise Price |
|||||
| Outstanding at January 1, 2005 |
1,095,297 | $ | 20.12 | ||||
| Granted |
259,578 | $ | 35.68 | ||||
| Exercised |
(434,375 | ) | $ | 7.35 | |||
| Forfeited |
(30,950 | ) | $ | 25.41 | |||
| Outstanding at December 31, 2005 |
889,550 | $ | 25.64 | ||||
| Exercisable at December 31, 2005 |
576,200 | $ | 21.09 | ||||
| Outstanding at January 1, 2006 |
889,550 | $ | 25.64 | ||||
| Effect of Stock Split |
444,776 | ($ | 10.21 | ) | |||
| Granted |
303,000 | $ | 26.55 | ||||
| Exercised |
(305,613 | ) | $ | 15.61 | |||
| Forfeited |
(11,813 | ) | $ | 21.32 | |||
| Outstanding at December 31, 2006 |
1,319,900 | $ | 19.31 | ||||
| Exercisable at December 31, 2006 |
1,014,014 | $ | 18.78 | ||||
| Outstanding at January 1, 2007 |
1,319,900 | $ | 19.31 | ||||
| Granted |
266,250 | $ | 30.84 | ||||
| Exercised |
(272,475 | ) | $ | 17.12 | |||
| Forfeited |
(60,638 | ) | $ | 23.26 | |||
| Outstanding at December 31, 2007 |
1,253,037 | $ | 22.02 | ||||
| Exercisable at December 31, 2007 |
964,849 | $ | 19.50 | ||||
| Nonvested restricted stock units |
Number of Restricted Stock Units |
Weighted- Average Grant Date Fair Value | ||||
| Nonvested at January 1, 2007 |
— | $ | — | |||
| Granted |
37,930 | $ | 34.71 | |||
| Vested |
— | $ | — | |||
| Forfeited |
(2,100 | ) | $ | 34.51 | ||
| Nonvested at December 31, 2007 |
35,830 | $ | 34.73 | |||
During 2007, the range of exercise prices for outstanding options was $1.13 to $44.15. During 2007, the weighted average remaining contractual life of options outstanding was 5.5 years. Exercise prices for options exercisable as of December 31, 2007 ranged from $1.13 to $29.14. The Company has also granted 37,930 restricted stock units to its employees priced at average of $34.71.
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 December 31, 2007, the Company has not changed the terms of any outstanding awards.
During the twelve months ended December 31, 2007, the Company recognized compensation cost of $1.9 million and a related deferred tax asset of $0.36 million.
66
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
As of December 31, 2007, there was $5.0 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 18 months through 2008-2009.
Total cash received from exercise of options during the twelve months ended December 31, 2007 amounted to $4.0 million.
For the twelve months period ended December 31, 2007, 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:
| 2007 | 2006 | |||
| Fair Value |
$ 10.03 | $7.33 | ||
| Dividend Yield |
0% | 0% | ||
| Expected Volatility |
30.5% - 38.4% | 31.9 - 50.7% | ||
| Weighted Average Volatility |
37.1% | 33.9% | ||
| Risk Free Interest Rate |
4.7% - 5.1% | 4.3 - 5.1% | ||
| Expected Life of Options from Grant |
3.2 | 3.2 |
11. Commitments and Contingencies
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 (approximately $23 million based on the then-current exchange rate) during the five years after the acquisition was consummated. As of December 31, 2007, the Company has invested 45.8 million Polish Zloty (approximately $18.8 million) in Polmos Bialystok.
As of December 31, 2007, the Company has secured letters for credit for the construction of rectification lines with a cash deposit of $5.2 million. Moreover, custom liabilities with the local tax office for imported products have been secured by cash held by the bank for $1.6 million.
Operating Leases and Rent Commitments
In February 2004, the Company entered into a non cancelable operating lease agreement commencing May 1, 2004 for its main warehouse and office in Warsaw, which stipulated monthly payments of $108,000 per month. This agreement was signed for a seven-year period.
67
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
In September 2006, the Company entered into a non cancelable operating lease agreement commencing October 1, 2006 for its headquarters in Warsaw, which stipulated monthly payments of $52,000. This agreement was signed for a four-year period.
The Company also has rental agreements for all of the regional offices and warehouse space. Monthly rentals range from approximately $2,000 to $11,670. All of the regional office and warehouse leases can be terminated by either party within two or three month’s prior notice.
The following is a schedule by years of the future rental payments under the non-cancelable operating lease as of December 31, 2007:
| 2008 |
$ | 5,241 | |
| 2009 |
5,145 | ||
| 2010 |
3,231 | ||
| 2011 |
1,828 | ||
| Thereafter |
1,622 | ||
| Total |
$ | 17,067 | |
During the fourth quarter of 2007, the Company continued its policy of renewing its transportation fleet by way of capital leases. The future minimum lease payments for the assets under capital lease as of December 31, 2007 are as follows:
| 2008 |
$ | 1,759 | ||
| 2009 |
2,708 | |||
| 2010 |
— | |||
| Gross payments due |
$ | 4,467 | ||
| Less interest |
(358 | ) | ||
| Net payments due |
$ | 4,109 | ||
Supply contracts
The Company has various agreements covering its sources of supply, which, in some cases, may be terminated by either party on relatively short notice. Thus, there is a risk that a portion of the Company’s supply of products could be curtailed at any time.
In 2007, over 5% of the Company’s net sales resulted from sales of products purchased from the following companies: Polmos Lublin (7%), Brown Forman (6%), Polmos Zielona Góra (5%) and Kompania Piwowarska (5%).
12. Stockholders Equity
In February 2007, the Company completed a public offering of 1,553,571 shares of common stock at an offering price of $28 per share. The offering raised $42.3 million net of expenses, which was used to repurchase an additional portion of the Senior Secured Notes on March 30, 2007.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
According to the share sale agreement with Takirra Investment Corporation, Rémy Cointreau S.A., and Botapol Management B.V. (an indirect subsidiary of Rémy) to acquire 100% of the outstanding capital stock of Botapol Holding B.V., the Company was entitled to the potential reimbursement of $5.0 million to be paid in cash if the weighted average of the closing price of the Company’s common stock exceeded $27.1 per share at any time during the period from twelve to eighteen months after the closing of the Bols Acquisition. This condition was met, and the Company was reimbursed with $5.0 million recorded in additional paid in capital.
13. Interest income / (expense)
For the twelve months ended December 31, 2007 and 2006 respectively, the following items are included in Interest income / (expense):
| Twelve months ended December 31, |
||||||||
| 2007 | 2006 | |||||||
| Interest income |
$ | 5,463 | $ | 4,120 | ||||
| Interest expense |
(41,292 | ) | (35,870 | ) | ||||
| Total interest (expense), net |
($ | 35,829 | ) | ($ | 31,750 | ) | ||
14. Other financial income / (expense)
For the twelve months ended December 31, 2007 and 2006, the following items are included in Other financial income / (expense):
| Twelve months ended December 31, | |||||||
| 2007 | 2006 | ||||||
| Foreign exchange impact related to Senior Secured Notes financing |
$ | 23,940 | $ | 3,274 | |||
| Cost of bank guarantee for tender |
(349 | ) | — | ||||
| Premium for early debt retirement |
(6,940 | ) | — | ||||
| Net mark to market valuation adjustment on fair value hedge and Senior Secured Notes |
— | 363 | |||||
| Gain on closed CIRS contracts (described in Note 16, below) |
— | 13,118 | |||||
| Write-off of hedge associated with retired debt |
(2,757 | ) | — | ||||
| Write-off of financing costs associated with retired debt |
(2,167 | ) | — | ||||
| Other foreign exchange gains / (losses) |
1,867 | 457 | |||||
| Total other financial income / (expense), net |
$ | 13,594 | $ | 17,212 | |||
69
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
15. Earnings per share
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.
| Year ended December 31, | |||||||||
| 2007 | 2006 | 2005 | |||||||
| Basic: |
|||||||||
| Net income |
$ | 77,102 | $ | 55,450 | $ | 20,268 | |||
| Weighted average shares of common stock outstanding |
39,871 | 35,799 | 28,344 | ||||||
| Basic earnings per share |
$ | 1.93 | $ | 1.55 | $ | 0.72 | |||
| Diluted: |
|||||||||
| Net income |
$ | 77,102 | $ | 55,450 | $ | 20,268 | |||
| Weighted average shares of common stock outstanding |
39,871 | 35,799 | 28,344 | ||||||
| Net effect of dilutive employee stock options based on the treasury stock method |
540 | 338 | 476 | ||||||
| Totals |
40,411 | 36,137 | 28,820 | ||||||
| Diluted earnings per share |
$ | 1.91 | $ | 1.53 | $ | 0.70 | |||
Contingent shares for acquisitions and 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 twelve month periods ended December 31, 2007, 2006 and 2005.
16. 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. All of the monetary assets represented by these financial instruments are located in Poland. 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
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
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.
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 twelve months ended December 31, 2007, the company recorded a net gain of $178,000. 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 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 December 31, 2007, there is an unamortized asset of $0.9 million recorded as an adjustment to the valuation of the Senior Secured Notes.
17. Related Party Transactions
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 twelve months of 2007, 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 twelve months ended December 31, 2007 and 2006 were approximately $129,000 and $106,600.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS—(Continued)
Amounts in tables expressed in thousands, except per share information
18. Subsequent Events
On February 27, 2007 the Company announced that it has signed Heads of Terms, outlining the main terms on which CEDC would invest in the Whitehall Group in Russia.
Subject to the execution of a definitive agreement, CEDC proposes to acquire a 49.9% voting stake and a 75% economic interest in the Whitehall Group at closing, with an option to acquire, subject to certain conditions, the remaining interests in the Whitehall Group no earlier than December 31, 2013. The Whitehall Group will continue to be led by its founder and CEO Mr. Mark Kaouffman, who will retain voting and management control over the entire Whitehall Group. The proposed investment is subject to satisfactory confirmatory due diligence; the negotiation and execution of a definitive acquisition agreement subject to customary closing conditions, including anti-trust approval, if required; and approval by the CEDC board.
The Whitehall Group is the exclusive importer for many leading wine companies, including, among others, Concha y Toro and Constellation Brands as well as certain Gruppo Campari brands. The Whitehall Group also imports and distributes on an exclusive basis brands such as Hennessy, Dom Pérignon, Moet & Chandon and Veuve Clicquot among other brands from the Moet Hennessey portfolio. In addition to its import activities, the Whitehall Group has extensive distribution coverage with its own distribution centers in Moscow, Saint Petersburg, Rostov and Siberia as well as an upscale wine and spirit retail network in Moscow.
19. Quarterly financial information (Unaudited)
The Company’s net sales have been historically seasonal with an average of over 30% of the net sales occurring in the fourth quarter. The table below demonstrates the movement and significance of seasonality in income statement. For further information, please refer to Item 6. Selected Financial Data.
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||||||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |||||||||||||||||||||||||
| Net Sales |
$ | 228,214 | $ | 190,117 | $ | 268,635 | $ | 222,029 | $ | 299,599 | $ | 233,902 | $ | 393,374 | $ | 298,060 | ||||||||||||||||
| Seasonality |
19.2 | % | 20.1 | % | 22.6 | % | 23.5 | % | 25.1 | % | 24.8 | % | 33.1 | % | 31.6 | % | ||||||||||||||||
| Gross Profit |
46,317 | 37,461 | 55,554 | 45,779 | 61,707 | 50,704 | 85,184 | 64,443 | ||||||||||||||||||||||||
| Gross Profit % |
20.3 | % | 19.7 | % | 20.7 | % | 20.6 | % | 20.6 | % | 21.7 | % | 21.7 | % | 21.6 | % | ||||||||||||||||
| Operating Income |
18,915 | 14,572 | 25,149 | 22,031 | 28,410 | 24,042 | 45,611 | 30,937 | ||||||||||||||||||||||||
| Net Income / (Loss) |
($ | 5,176 | ) | $ | 7,815 | $ | 19,971 | $ | 109 | $ | 17,020 | $ | 15,438 | $ | 45,287 | $ | 32,088 | |||||||||||||||
| Basic earning per share |
($ | 0.13 | ) | $ | 0.22 | $ | 0.50 | $ | 0.00 | $ | 0.42 | $ | 0.43 | $ | 1.13 | $ | 0.88 | |||||||||||||||
| Diluted earning per share |
($ | 0.13 | ) | $ | 0.22 | $ | 0.49 | $ | 0.00 | $ | 0.42 | $ | 0.43 | $ | 1.11 | $ | 0.87 | |||||||||||||||
Seasonality is calculated as a percent of full year sales recognized in the relevant quarter.
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20. Geographic Data
Net sales and long-lived assets, by geographic area, consisted of the following for the three years ended December 31, 2007, 2006 and 2005:
| Year ended December 31, | |||||||||
| (In thousands) | 2007 | 2006 | 2005 | ||||||
| Net Sales to External Customers (a): |
|||||||||
| United States |
$ | 7,086 | $ | 463 | $ | 176 | |||
| International |
|||||||||
| Poland |
1,139,431 | 920,461 | 748,403 | ||||||
| Hungary |
37,221 | 17,816 | — | ||||||
| Other |
6,084 | 5,368 | 836 | ||||||
| Total international |
1,182,736 | 943,645 | 749,239 | ||||||
| Total |
$ | 1,189,822 | $ | 944,108 | $ | 749,415 | |||
| Long-lived assets (b): |
|||||||||
| United States |
$ | 9 | $ | 18 | $ | 23 | |||
| International |
|||||||||
| Poland |
636,696 | 424,983 | 360,287 | ||||||
| Hungary |
1,088 | 1,789 | — | ||||||
| Total international |
637,784 | 426,772 | 360,287 | ||||||
| Total consolidated long-lived assets |
$ | 637,793 | $ | 426,790 | $ | 360,310 | |||
| (a) | Net sales to external customers based on the location to which the sale was delivered. |
| (b) | Long-lived assets primarily consist of property, plant and equipment and trademarks |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
There were no changes in or disagreements with the accountants within the past two years.
| Item 9A. | Control 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.
Management’s Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15(d)-15(f) of the Securities Exchange Act of 1934). Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework”.
73
The Company’s management has excluded PHS Sp. z o.o. from its assessment of internal controls over financial reporting as of December 31, 2007, because this company was acquired by the Company in purchase business combinations during the year ended December 31, 2007. This company is a subsidiary of the Company that is controlled by ownership of a majority voting interest, whose total assets and total revenues represent 0.97% and 2.98%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2007.
Based on its assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.
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.
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.
74
| Item 10. | Directors and Executive Officers of the Registrant. |
The information regarding our executive officers and directors required by this item is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on May 1, 2008. We will file our proxy statement for our 2008 annual meeting of stockholders within 120 days of December 31, 2007, our fiscal year-end.
| Item 11. | Executive Compensation. |
The information regarding executive compensation required by this item is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on May 1, 2008. We will file our proxy statement for our 2008 annual meeting of stockholders within 120 days of December 31, 2007, our fiscal year-end.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management. |
The information regarding security ownership of certain beneficial owners and management is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on May 1, 2008. We will file our proxy statement for our 2008 annual meeting of stockholders within 120 days of December 31, 2007, our fiscal year-end.
| Item 13. | Certain Relationships and Related Transactions. |
The information regarding certain relationships and related transactions required by this item is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on May 1, 2008. We will file our proxy statement for our 2008 annual meeting of stockholders within 120 days of December 31, 2007, our fiscal year-end.
| Item 14. | Principal Accountant Fees and Services. |
The information regarding principal accountant fees and services required by this item is incorporated into this annual report by reference to the proxy statement for the annual meeting of stockholders to be held on May 1, 2008. We will file our proxy statement for our 2008 annual meeting of stockholders within 120 days of December 31, 2007, our fiscal year-end.
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| Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K. |
(a)(1) The following consolidated financial statements of the Company and report of independent auditors are included in Item 8 of this Annual Report on Form 10-K.
Report of Independent Auditors
Consolidated Balance Sheets at December 31, 2006 and 2007
Consolidated Statements of Income for the years ended December 31, 2005, 2006 and 2007
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2005, 2006 and 2007
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2006 and 2007
Notes to Consolidated Financial Statements
(a)(2) Schedules
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission either have been included in the Company’s consolidated financial statements or the notes thereto, are not required under the related instructions or are inapplicable, and therefore have been omitted.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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) | ||
| By: | /s/ WILLIAM V. CAREY | |
| William V. Carey | ||
| Chairman, President and Chief Executive Officer | ||
| Date: February 29, 2008 | ||
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints William V. Carey and Chris Biedermann, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ WILLIAM V. CAREY William V. Carey |
Chairman, President and Chief Executive Officer (principal executive officer) |
February 29, 2008 | ||
| /s/ CHRISTOPHER BIEDERMANN Christopher Biedermann |
Chief Financial Officer (principal financial and accounting officer) |
February 29, 2008 | ||
| /s/ DAVID BAILEY David Bailey |
Director |
February 29, 2008 | ||
| /s/ N. SCOTT FINE N. Scott Fine |
Director |
February 29, 2008 | ||
| /s/ TONY HOUSH Tony Housh |
Director |
February 29, 2008 | ||
| /s/ ROBERT P. KOCH Robert P. Koch |
Director |
February 29, 2008 | ||
| /s/ JAN W. LASKOWSKI Jan W. Laskowski |
Director |
February 29, 2008 | ||
| /s/ MARKUS SIEGER Markus Sieger |
Director |
February 29, 2008 | ||
77
(a)(3) The following exhibits are either provided with this Form 10-K or are incorporated herein by reference.
| Exhibit |
Exhibit Description | |
| 2.1 | Contribution Agreement among Central European Distribution Corporation, William V. Carey, William V. Carey Stock Trust, Estate of William O. Carey and Jeffrey Peterson dated November 28, 1997 (filed as Exhibit 2.1 to the Registration Statement on Form SB-2, File No. 333-42387, with the SEC on December 17, 1997 (the “1997 Registration Statement”), and incorporated herein by reference). | |
| 2.2 | Investment Agreement for Damianex S.A. dated April 22, 2002, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Michael Ciapala, Boguslaw Barnat and Iwona Barnat (filed as Exhibit 2 to the Current Report on Form 8-K/A filed with the SEC on May 14, 2002, and incorporated herein by reference). | |
| 2.3 | Share Purchase Agreement for AGIS S.A. dated April 24, 2002, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Jacek Luczak and Slawomir Wisniewski (filed as Exhibit 2.2 to the Current Report on Form 8-K/A filed with the SEC on June 3, 2002, and incorporated herein by reference). | |
| 2.4 | Share Purchase Agreement for Onufry S.A. dated October 15, 2002, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Zbigniew Trafalski and Henryk Gawin (filed as Exhibit 2.4 to the Annual Report on Form 10-K filed with the SEC on March 17, 2003, and incorporated herein by reference). | |
| 2.5 | Share Purchase Agreement for Dako Sp. z o.o. dated April 16, 2003, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Waclaw Dawidowicz and Miroslaw Sokalski (filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 15, 2003, and incorporated herein by reference). | |
| 2.6 | Share Purchase Agreement for Panta Hurt Sp. z o.o. dated September 5, 2003, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Wlodzimierz Szydlarski, Sylwester Zakrzewski and Wojciech Piatkowski (filed as Exhibit 2.6 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2003, and incorporated herein by reference). | |
| 2.7 | Share Purchase Agreement for Multi-Ex S.A. dated November 14, 2003, among Carey Agri International Sp. z o.o., Piotr Pabianski and Ewa Maria Pabianska (filed as Exhibit 2.7 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference). | |
| 2.8 | Share Purchase Agreement for Multi-Ex S.A. dated November 14, 2003, between Central European Distribution Corporation and Piotr Pabianski (filed as Exhibit 2.8 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference). | |
| 2.9 | Share Purchase Agreement for Multi-Ex S.A. dated December 18, 2003, between Central European Distribution Corporation and Piotr Pabianski (filed as Exhibit 2.9 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference). | |
| 2.10 | Share Sale Agreement for Miro sp. z.o.o. dated May 14, 2004, among Central European Distribution Corporation, Miroslawem Grzadkowskim, Halina Grzadkowska, Jackiem Grzadkowskim and Kinga Grzadkowska (filed as Exhibit 2.10 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2004, and incorporated herein by reference). | |
| 2.11 | Conditional Share Sale Agreement for Delikates Sp. z o.o. dated April 28, 2005 by and among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Barbara Jernas, Szymon Jernas, Magdalena Namysl and Karol Jaskula (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2005 and incorporated herein by reference). | |
| Exhibit |
Exhibit Description | |
| 2.12 | Share Sale Agreement, dated June 27, 2005, by and among Rémy Cointreau S.A., Botapol Management B.V., Takirra Investment Corporation N.B., Central European Distribution Corporation and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 1, 2005 and incorporated herein by reference). | |
| 2.15 | Share Purchase Agreement, dated July 11, 2005, by and among the State Treasury of the Republic of Poland, Carey Agri International-Poland Sp. z o.o. and Central European Distribution Corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 15, 2005 and incorporated herein by reference). | |
| 2.16 | Conditional Share Sale Agreement for Imperial Sp. z o.o. dated August 16, 2005 by and among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, and Tadeusz Walkuski (filed as Exhibit 2.11 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005 and incorporated herein by reference). | |
| 3.1 | Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Quarterly Report of 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). Exhibit Number Exhibit Description | |
| 4.1 | Form of Common Stock Certificate (filed as Exhibit 4.1 to the 1997 Registration Statement and incorporated herein by reference). | |
| 4.2 | Indenture, dated July 25, 2005, by and among Central European Distribution Corporation, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o. and Miro Sp. z o.o., as Guarantors, The Bank of New York, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on July 25, 2005 and incorporated herein by reference). | |
| 4.2 | First Supplemental Indenture, dated August 31, 2005, by and among Central European Distribution Corporation, as Issuer, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o. and Miro Sp. z o.o., as Initial Guarantors, Botapol Holding B.V. and Bols Sp. z o.o., as Additional Guarantors, The Bank of New York, as Trustee, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 2, 2005 and incorporated herein by reference). | |
| 4.3 | Second Supplemental Indenture, dated as of March 30, 2006 among Central European Distribution Corporation, as Issuer, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o. and Miro Sp. z o.o., as Initial Guarantors, Botapol Holding B.V. and Bols Sp. z o.o., as Additional Guarantors, The Bank of New York, as Trustee, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006 and incorporated herein by reference). | |
| Exhibit |
Exhibit Description | |
| 4.4 | Third Supplemental Indenture, dated as of July 7, 2006 among Central European Distribution Corporation, as Issuer, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o., Miro Sp. z o.o., Botapol Holding B.V. and Bols Sp. z o.o., as Guarantors, Delikates Sp. z o.o., Panta Hurt Sp. z o.o., Polnis Dystrybucja Sp. z o.o., Imperial Sp. z o.o. and Krokus Sp. z o.o., as New Guarantors, The Bank of New York, as Trustee, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006 and incorporated herein by reference). | |
| 10.1 | 2007 Stock Incentive Plan (filed as Exhibit A to the definitive Proxy Statement as filed with the SEC on March 27, 2007, and incorporated herein by reference). | |
| 10.2* | Form of Stock Option Agreement with Directors under 2007 Stock Incentive Plan. | |
| 10.3* | Form of Stock Option Agreement with Officers under 2007 Stock Incentive Plan. | |
| 10.4 | Employment Agreement dated as of August 1, 2004, between William V. Carey and Central European Distribution Corporation (filed as Exhibit 10.2 to the Annual Report on Form 10-K filed with the SEC on March 15, 2005, and incorporated herein by reference). | |
| 10.5 | Annex, dated January 24, 2007, to the Employment Agreement dated as of August 1, 2004, between William V. Carey and Central European Distribution Corporation (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 24, 2007, and incorporated herein by reference). | |
| 10.6 | Employment Agreement dated as of September 16, 2004, between Evangelos Evangelou and Central European Distribution Corporation (filed as Exhibit 10.4 to the Annual Report on Form10-K filed with the SEC on March 15, 2005, and incorporated herein by reference). | |
| 10.7 | Annex, dated January 24, 2007, to the Employment Agreement dated as of September 16, 2004,between Evangelos Evangelou and Central European Distribution Corporation (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 24, 2007, and incorporated herein by reference). | |
| 10.8 | Employment Agreement dated as of January 17, 2005, between Central European Distribution Corporation and Chris Biedermann (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 7, 2004, and incorporated herein by reference). | |
| 10.9 | Annex to January 17, 2005 Employment Agreement dated as of January 1, 2006, between Central European Distribution Corporation and Chris Biedermann (filed as Exhibit 10.51 to the Annual Report on Form 10-K filed with the SEC on March 14, 2006 and incorporated herein by reference). | |
| 10.10 | Annex, dated January 24, 2007, to the Employment Agreement dated as of January 17, 2005, between Christopher Biedermann and Central European Distribution Corporation (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on January 24, 2007, and incorporated herein by reference). | |
| 10.11 | Employment Agreement dated as of October 1, 2004, between Central European Distribution Corporation and James Archbold (filed as Exhibit 10.6 to the Annual Report on Form 10-K filed with the SEC on March 15, 2005, and incorporated herein by reference). | |
| 10.12 | Annex, dated January 24, 2007, to the Employment Agreement dated as of October 1, 2004, between James Archbold and Central European Distribution Corporation (filed as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on January 24, 2007, and incorporated herein by reference). | |
| 10.13 | Executive Bonus Plan (filed as Exhibit 10.13 to the annual Report on Form 10-K filed with the SEC on March 15, 2007, and incorporated by reference). | |
| Exhibit |
Exhibit Description | |
| 10.14 | Lease Agreement for warehouse at Bokserska Street 66a, Warsaw, Poland (filed as Exhibit 10.15 to the Current Report on Form 8-K filed with the SEC on April 16, 2001, and incorporated herein by reference). | |
| 10.15 | Annex 2 to Lease Agreement dated February 19, 2003, for the warehouse located at Bokserska Street 66a, Warsaw, Poland (filed as Exhibit 10.11 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference). | |
| 10.16 | Social guarantee package for the employees of Polmos Bialystok S.A. (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2005 and incorporated herein by reference). | |
| 10.17 | Loan Agreement, dated June 23, 2005, by and between Carey Agri International-Poland Sp. z o.o. and Fortis Bank Polska S.A. (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2005 and incorporated herein by reference). | |
| 10.18 | Annex to Loan Agreement, dated June 26, 2005, by and between Carey Agri International-Poland Sp. z o.o. and BRE Bank S.A. (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2005 and incorporated herein by reference). | |
| 10.19 | Purchase Agreement dated as of August 3, 2005 by and among Central European Distribution Company and the investors signatory thereto (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005 and incorporated herein by reference). | |
| 10.21 | Registration Rights Agreement dated as of August 3, 2005 by and among Central European Distribution Corporation and the investors signatory thereto (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005 and incorporated herein by reference). | |
| 10.22 | Registration Rights Agreement, dated August 17, 2005, by and among Central European Distribution Corporation, Botapol Management B.V. and Takirra Investment Corporation N.V. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 23, 2005 and incorporated herein by reference). | |
| 10.23 | Employment Agreement, dated August 10, 2005, by and between Central European Distribution Corporation and Richard Roberts (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 13, 2005 and incorporated herein by reference). | |
| 10.24 | Annex, dated January 24, 2007, to the Employment Agreement dated as of August 10, 2005, between Richard Roberts and Central European Distribution Corporation (filed as Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on January 24, 2007, and incorporated herein by reference). | |
| 10.25 | Trade Mark License, dated August 17, 2005, by and among Distilleerderijen Erven Lucas Bols B.V., Central European Distribution Corporation and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 23, 2005 and incorporated herein by reference). | |
| 10.26 | Deed of Tax Covenant, dated August 17, 2005, by and among Botapol Management B.V., Takirra Investment Corporation N.V., Rémy Cointreau S.A., Carey Agri International Poland Sp. z o.o. and Central European Distribution Corporation (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on August 23, 2005 and incorporated herein by reference). | |
| 10.27 | Multipurpose Credit Line Agreement, dated October 12, 2006, by and between Fortis Bank SA/NV, Austrian Branch and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 18, 2006 and incorporated herein by reference). | |
| 10.28 | Annex No. 1, dated January 16, 2007, to Multipurpose Credit Line Agreement, dated October 12, 2006, by and between Fortis Bank SA/NV, Austrian Branch and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 22, 2007 and incorporated herein by reference). | |
| Exhibit |
Exhibit Description | |
| 10.29 | Bank Guarantee, dated October 12, 2006, by and between Fortis Bank SA/NV, Austrian Branch and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 10.2 to the Current Report on Form 8K filed with the SEC on October 18, 2006 and incorporated herein by reference). | |
| 10.30 | Summary of Director Compensation (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 8, 2006 and incorporated herein by reference). | |
| 10.31* | Facility Agreement among Fortis Bank Polska S.A., Fortis Bank S.A./NV, Austrian Branch, and Bank Polska Kasa Opieki S.A. and Carey Agri International-Poland Sp. z o.o. | |
| 10.32* | Corporate Guarantee Agreement, dated December 21, 2007, between Fortis Bank Polska S.A., Fortis Bank S.A./NV, Austrian Branch, Bank Polska Kasa Opieki S.A. and Central European Distribution Corporation. | |
| 21* | Subsidiaries of the Company. | |
| 23* | Consent of PricewaterhouseCoopers Sp. z o.o. | |
| 24.1* | Power of Attorney (contained on signature page). | |
| 31.1* | Rule 13a-14(a) Certification of the CEO in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Rule 13a-14(a) Certification of the CFO in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Section 1350 Certification of the CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Section 1350 Certification of the CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| * | Filed herewith. |