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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(MARK ONE)
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 |
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD JANUARY 1, 2002 TO MARCH 31, 2002 |
COMMISSION FILE NUMBER 0-24341 |
CENTRAL EUROPEAN DISTRIBUTION CORPORATION |
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE | 54-18652710 | |
(STATE OF INCORPORATION) | (IRS EMPLOYER IDENTIFICATION NO.) | |
1343 MAIN STREET, #301 SARASOTA, FLORIDA | 34236 | |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) | (ZIP CODE) | |
(941) 330-1558 | ||
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( )
The number of shares outstanding of each class of the issuer’s common stock as of March 31, 2002:
Common Stock ($.01 par value) 5,291,401, shares
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PAGE | ||
Item 1. Financial Statements | 3 | |
3-4 | ||
5 | ||
6 | ||
7 | ||
8-13 | ||
Item 6. Exhibits and Reports on Form 8-K | 14 | |
15 |
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FINANCIAL INFORMATION
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
Amounts in columns expressed in thousands
December 31, 2001 | March 31, 2002 | |||||
CURRENT ASSETS | ||||||
Cash and cash equivalents | $ | 2,466 | $ | 9,707 | ||
Accounts receivable, (net of allowance for doubtful accounts of $1,930,000 and $2,314,000 respectively) | 38,102 | 28,888 | ||||
Inventories | 9,001 | 12,083 | ||||
Prepaid expenses and other current assets | 1,560 | 2,254 | ||||
Deferred income taxes | 480 | 523 | ||||
TOTAL CURRENT ASSETS | $ | 51,609 | $ | 53,455 | ||
Intangible assets, net | 3,002 | 2,872 | ||||
Goodwill, net | 9,969 | 9,687 | ||||
Equipment, net | 3,372 | 3,309 | ||||
Deferred income taxes | 411 | 461 | ||||
Other assets | 614 | 976 | ||||
TOTAL ASSETS | $ | 68,977 | $ | 70,760 | ||
See accompanying notes.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)—CONTINUED
Amounts in columns expressed in thousands
December 31, 2001 | March 31, 2002 | |||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Trade accounts payable | $ | 29,685 | $ | 25,844 | ||||
Bank loans and overdraft facilities | 9,861 | 7,426 | ||||||
Current portion of long term debt | 1,912 | 2,160 | ||||||
Current portion of obligations under capital leases | 269 | 196 | ||||||
Income taxes payable | 308 | 363 | ||||||
Taxes other than income taxes | 999 | 611 | ||||||
Other accrued liabilities | 1,692 | 1,422 | ||||||
TOTAL CURRENT LIABILITIES | 44,726 | 38,022 | ||||||
Long-term debt, less current maturities | 3,344 | 3,183 | ||||||
Long-term obligations under capital leases | 151 | 268 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
STOCKHOLDERS’ EQUITY | ||||||||
Preferred Stock ($0.01 par value, 1,000,000 shares authorized; no shares issued and outstanding) | — | — | ||||||
Common Stock ($0.01 par value, 20,000,000 shares authorized, 4,503,801 and 5,364,301 shares issued at December 31, 2001 and March 31, 2002, respectively) | 46 | 55 | ||||||
Additional paid-in-capital | 15,383 | 23,356 | ||||||
Retained earnings | 7,161 | 7,943 | ||||||
Accumulated other comprehensive loss | (1,684 | ) | (1,917 | ) | ||||
Less Treasury Stock at cost (72,900 shares at December 31, 2001 and March 31, 2002) | (150 | ) | (150 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 20,756 | 29,287 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 68,977 | $ | 70,760 | ||||
See accompanying notes.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
Amounts in columns expressed in thousands
(except per share data)
Three months ended March 31, 2001 | Three months ended March 31, 2002 | |||||||
Net sales | $ | 33,602 | $ | 42,650 | ||||
Cost of goods sold, excluding depreciation and amortization | 29,051 | 36,771 | ||||||
4,551 | 5,879 | |||||||
Selling, general and administrative expenses, excluding deprecation and amortization | 3,303 | 3,920 | ||||||
Depreciation of equipment | 238 | 234 | ||||||
Amortization of goodwill and trademarks | 197 | 43 | ||||||
Bad debt expense | 229 | 384 | ||||||
Operating income | 584 | 1,298 | ||||||
Non operating income (expense) | ||||||||
Interest income | 19 | 30 | ||||||
Interest expense | (297 | ) | (237 | ) | ||||
Realized and un-realized foreign currency transaction gains, (losses), net | 216 | (99 | ) | |||||
Other income, net | 14 | 89 | ||||||
Income before taxes | 536 | 1,081 | ||||||
Income tax expense | 157 | 299 | ||||||
Net income | $ | 379 | $ | 782 | ||||
Net income per share of common stock, basic | $ | 0.09 | $ | 0.17 | ||||
Net income per share of common stock, diluted | $ | 0.09 | $ | 0.16 | ||||
See accompanying notes.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
STOCKHOLDERS’ EQUITY (UNAUDITED)
Amounts in columns expressed in thousands
Capital Stock | |||||||||||||||||||||||||
Issued | In Treasury | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||
No. of Amount Shares | No. of Amount Shares | Additional Paid-in-Capital | Retained Earnings | ||||||||||||||||||||||
Balance at December 31, 2001 | 4,504 | $ | 46 | 73 | $ | (150 | ) | $ | 15,383 | $ | 7,161 | $ | (1,684 | ) | $ | 20,756 | |||||||||
Net income for the three months ended March 31, 2002 | 782 | 782 | |||||||||||||||||||||||
Foreign currency translation adjustment | (233 | ) | (233 | ) | |||||||||||||||||||||
Comprehensive income for the three months ended March 31, 2002 | 549 | ||||||||||||||||||||||||
Private placement offering of Company stock | 800 | 8 | 7,543 | 7,551 | |||||||||||||||||||||
Stock options issued to consultants | 100 | 100 | |||||||||||||||||||||||
Stock options exercised by employees and non-employees | 60 | 1 | 330 | 331 | |||||||||||||||||||||
Balance at March 31, 2002 | 5,364 | $ | 55 | 73 | $ | (150 | ) | $ | 23,356 | $ | 7,943 | $ | (1,917 | ) | $ | 29,287 | |||||||||
See accompanying notes.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
Amounts in columns expressed in thousands
(except per share data)
Three months ended March 31, 2001 | Three months ended March 31, 2002 | |||||||
OPERATING ACTIVITIES | ||||||||
Net income | 379 | 782 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||||||
Depreciation and amortization | 435 | 277 | ||||||
Deferred income tax benefit | (16 | ) | (93 | ) | ||||
Bad debt provision | 229 | 384 | ||||||
Changes in operating assets and liabilities | ||||||||
Accounts receivable | 8,148 | 8,830 | ||||||
Inventories | 1,662 | (3,082 | ) | |||||
Prepayments and other current assets | (179 | ) | (694 | ) | ||||
Trade accounts payable | (10,482 | ) | (3,841 | ) | ||||
Income taxes and other taxes payable | (318 | ) | (333 | ) | ||||
Other accrued liabilities and other assets | 524 | (439 | ) | |||||
Net Cash Provided By Operating Activities | 382 | 1,791 | ||||||
INVESTING ACTIVITIES | ||||||||
Purchased of equipment | (523 | ) | (84 | ) | ||||
Net Cash Used In Investing Activities | (523 | ) | (84 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Repayments of short-term borrowings and overdraft facilities | (30 | ) | (2,435 | ) | ||||
Proceeds from long-term borrowings | — | 744 | ||||||
Repayments of long-term borrowings | (1,304 | ) | (657 | ) | ||||
Net proceeds from private placement offering of Company’s common stock | — | 7,551 | ||||||
Stock options exercised | — | 331 | ||||||
Purchase of treasury shares | (30 | ) | — | |||||
Net Cash Provided By (Used In) Financing Activities | (1,364 | ) | 5,534 | |||||
Net Increase (Decrease) in Cash and cash equivalents | (1,505 | ) | 7,241 | |||||
Cash and cash equivalents at beginning of period | 2,428 | 2,466 | ||||||
Cash and cash equivalents at end of period | $ | 923 | $ | 9,707 | ||||
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES | ||||||||
Common stock issued to consultants | $ | — | $ | 100 | ||||
Capital leases | $ | — | $ | 60 | ||||
Supplemental disclosures of cash flow information | ||||||||
Interest paid | $ | 268 | $ | 185 | ||||
Income tax paid | $ | 169 | $ | 372 |
See accompanying notes.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
Amounts in tables expressed in thousands
(except per share data)
1. ORGANISATION AND DESCRIPTION OF BUSINESS
Central European Distribution Corporation (CEDC) was organized as a Delaware Corporation in September 1997 to operate as a holding company through its sole subsidiary, Carey Agri International Poland Sp. z o.o. (Carey Agri). In 1999 CEDC formed two additional subsidiaries (MTC and PWW) and in 2000 acquired PHA and in 2001 Astor. CEDC and its subsidiaries are referred to herein as the Company.
On March 28, 2002, the Company completed a private placement offering of 800,000 unregistered shares of its common stock at $10.50 per share for gross proceeds of $8,400,000. The funds are to be used primarily for the acquisition of Damianex S.A. and AGIS S.A., as discussed in note 12.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included and the disclosures herein are adequate to make the information presented not misleading. Operating results for the three-month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002.
The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries’ annual report on Form 10-K for the year ended December 31, 2001.
3. COMPREHENSIVE INCOME
Because the Company’s equity investments are substantially all in Polish Zloty, the gains or losses resulting from the restatement of these equity investments into U.S. Dollars are posted to the Comprehensive Income Account. Because of the depreciation of the Polish Zloty against the U.S. Dollar during the three-month period ending March 31, 2002, the Company incurred foreign currency translation losses of $233,000 on these equity investments. This movement means that the cumulative balance on the Comprehensive Income Account was a loss of $1,917,000 as at March 31, 2002 and this has been reflected in the Consolidated Condensed Balance Sheets and Statements of Changes in Stockholder’s Equity (unaudited). The total of the accumulated other comprehensive loss consist solely of currency translation adjustments. No tax benefit has been recorded.
The Company has changed its policy in regards to the repayment of inter-company debt considered to be of a long-term nature. As a result, the accumulated foreign exchange loss ($15,000) in regards to the 1,165,000 EURO ($1,014,000) inter-company loan has been reclassified from accumulated other comprehensive loss and charged to the statement of operations for the three month period ended March 31, 2002. The inter-company loan was fully repaid during the month of April 2002.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Amounts in tables expressed in thousands
(except per share data)
4. EARNINGS PER SHARE
Net income per share of common stock is calculated under the provisions of SFAS No. 128, “Earnings per Share”.
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.
Three Months Ended March 31, | ||||||
2001 | 2002 | |||||
Basic: | ||||||
Net income | $ | 379 | $ | 782 | ||
Weighted Average shares of common stock outstanding | 4,332 | 4,508 | ||||
Basic earnings per share | $ | 0.09 | $ | 0.17 | ||
Diluted: | ||||||
Net Income | $ | 379 | $ | 782 | ||
Weighted Average shares of common stock outstanding | 4,332 | 4,508 | ||||
Net effect of diluted effect of employee stock options based on the treasury stock method. | — | 180 | ||||
Net effect of diluted effect of stock options based on the treasury stock method in regards to IPO options, warrants, contingent shares from acquisition and options issued to consultants | — | 121 | ||||
Totals | 4,332 | 4,809 | ||||
Diluted earnings per share | $ | 0.09 | $ | 0.16 | ||
During the three month period ended March 31, 2002, 60,500 stock options were exercised (50,000 non-employee stock options and 10,500 employee stock options). Warrants granted in connection with the 1998 IPO and employee and non-employee stock options granted from 1998 to 2001 have been included in the above calculations of diluted shares since the exercise price is lower than or equal to the average market price of the common shares during the three month periods 2002. During the first quarter of 2001, the stock options were anti-dilutive. The Company is required to issue 80,800 common shares to Astors’s former shareholders as part of the contingency consideration payout. These shares have been included in the calculation of diluted earnings per share. The shares are to be issued in the latter part of May 2002. The shares have an immaterial effect on the Company earnings per share calculation.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Amounts in tables expressed in thousands
(except per share data)
5. AMORTIZATION OF GOODWILL
The Company has adopted SFAS No. 142 effective January 1, 2002. Under SFAS No. 142 goodwill is no longer amortized but reviewed at the beginning of the fiscal year for impairment, or more frequently if certain indicators arise. In addition, the statement requires reassessment of the useful lives of previously recognized intangible assets.
The Company’s carrying value of goodwill is approximately $10 million at March 31, 2002 and is attributable to its only reporting unit—wholesale spirit division. The Company is required to complete its transitional impairment review by June 30, 2002. As of the date hereof, the Company does not expect any impairment loss as a result of such a test when it is completed.
The change in the carrying value of goodwill from December 31, 2001 to March 31, 2002 is a result of translating the Polish zloty amount into US Dollars using the rate in effect on March 31, 2002.
With the adoption of the statement, the Company ceased amortization of goodwill as of January 01, 2002. Had the Company been accounting for its goodwill under SFAS No. 142 for all periods presented, the Company’s net income and earnings per share would have been as follows:
Three months ended March 31, | ||||||
2001 | 2002 | |||||
Reported net income | $ | 379 | $ | 782 | ||
Goodwill | 101 | — | ||||
Adjusted net income | $ | 480 | $ | 782 | ||
Basic earnings per share of common stock | ||||||
Reported net income | $ | 0.09 | $ | 0.17 | ||
Goodwill | $ | 0.02 | — | |||
Adjusted basic earnings per share of common stock | $ | 0.11 | $ | 0.17 | ||
Diluted earnings per share of common stock | ||||||
Reported net income | $ | 0.09 | $ | 0.16 | ||
Goodwill | $ | 0.02 | — | |||
Adjusted diluted earnings per share of common stock | $ | 0.11 | $ | 0.16 | ||
The following table reflects the components of intangible assets as of March 31, 2002.
March 31, 2002 | |||
Trademarks | $ | 3,943 | |
Less accumulated amortization | 1,071 | ||
Total amortized intangible assets | $ | 2,872 |
The amortization expense for the three months ended March 31, 2002 was $43,000.
Estimated aggregate future amortization expense for intangible assets is as follows:
2002 | $ | 204 | |
2003 | 204 | ||
2004 | 204 | ||
2005 | 204 |
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Thereafter | 2,099 | ||
$ | 2,915 | ||
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Amounts in tables expressed in thousands
(except per share data)
6. LONG-TERM DEBT AND SHORT-TERM BANK LOANS
Long-term loans | December 31, 2001 | March 31, 2002 | ||||
USD | $ | 5,256 | $ | 4,617 | ||
PLN | — | $ | 726 | |||
Total long-term debt | $ | 5,256 | $ | 5,343 | ||
Current-portion | $ | 1,912 | $ | 2,160 | ||
Long-term portion | $ | 3,344 | $ | 3,183 |
During January 2002, the Company obtained a 3 million zloty loan ($726,000) for its subsidiary, PHA. The loan is repayable over a three-year period. Principal payments are required to be made semi-annually starting June 2002. The interest rate on the zloty loan is considered to be market. The loan was to enable its subsidiary PHA to acquire one of the Carey Agri branches as part of an operational re-organization. The proceeds from the sale to PHA were used by Carey Agri to reduce its overdraft facilities.
December 31, 2001 | March 31, 2002 | |||||
USD | $ | 2,275 | $ | 2,132 | ||
EUR | $ | 1,219 | $ | 1,203 | ||
PLN | $ | 6,367 | $ | 4,091 | ||
Total short-term borrowing and overdraft facilities | $ | 9,861 | $ | 7,426 | ||
7. CAPITAL LEASE OBLIGATIONS
During the three-month period, the Company entered into a number of capital leases for transportation equipment. The future minimum lease payments for the assets under capital lease at March 31, 2002 are as follows:
December 31, 2001 | March 31, 2002 | |||||||
2002 | $ | 280 | $ | 147 | ||||
2003 | $ | 157 | $ | 196 | ||||
2004 | $ | 167 | ||||||
— | ||||||||
$ | 437 | $ | 510 | |||||
Less interest | (17 | ) | (46 | ) | ||||
$ | 420 | $ | 464 | |||||
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Amounts in tables expressed in thousands
(except per share data)
8. INCOME TAXES
Total income tax expense varies from expected income tax expense computed at Polish statutory rates (34% in 1999 and 30% in 2000) as follows:
Three months ended | |||||||
March 31, 2001 | March 31, 2002 | ||||||
Tax at the Polish Statutory rate | $ | 150 | $ | 303 | |||
Permanent differences and other items | 7 | (4 | ) | ||||
Income tax expense | $ | 157 | $ | 299 | |||
The enacted corporate income tax rates in Poland were 28% in both 2001 and 2002.
Tax liabilities (including corporate income tax, Value Added Tax, social security, and other taxes) of the Company’s Polish subsidiaries may be subject to examinations by Polish tax authorities for up to five years from the end of the year in which the tax is payable. CEDC’s US federal income tax returns are also subject to examination by US tax authorities. As the application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the financial statements may change at a later date upon final determination by the tax authorities.
9. COMMITMENTS AND CONTINGENT LIABILITIES
The Company is involved in litigation and has claims against it for matters arising in the ordinary course of business. In the opinion of management, the outcome will not have a material adverse effect on the Company.
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Amounts in tables expressed in thousands
(except per share data)
10. DERIVATIVE FINANCIAL INSTRUMENTS
All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. The Company uses derivatives to moderate the financial market risks of its business operations. Derivative products such as forward contracts are used to hedge the foreign currency market exposures underlying certain liabilities with financial institutions. The Company hedging policy is not based on the requirements of SFAS 133 and therefore may be considered speculative.
The Company recorded a $70,000 gain and a $58,000 gain for the three-month periods ended March 31, 2001 and 2002 respectively, in regards to their derivative financial instruments. The gains have been recognized in non-operating income.
The amount of open forward contracts as at December 31, 2001 was nil and as at March 31, 2002 were:
Values in U.S. Dollars | December 31, 2001 | March 31, 2002 | ||||
March 2002 termination date (U.S. Dollar contract) | $ | 4,000,000 | $ | 0 | ||
March 2002 termination date (EURO contract) | $ | 1,590,300 | $ | 0 | ||
June 2002 termination date (U.S. Dollar contract) | $ | 2,000,000 | $ | 5,500,000 | ||
September 2002 termination date (U.S. Dollar) | $ | 0 | $ | 4,500,000 | ||
Total un-realized losses as at period ended | $ | 357,650 | $ | 49,800 |
12. SUBSEQUENT EVENTS
The Company completed the acquisition of Damianex effective April 22, 2002, for a cash purchase price of $7,138,000 and 152,996 shares of Company stock. The shares issued may not be transferred without the Company’s consent for one year subsequent to the acquisition. As part of the purchase agreement with Damianex, a non-compete agreement was established with the former stockholders for a period of three years. The acquired company is based in Lancut, Poland (south-eastern Poland). Damianex S.A. primary area of activity is the distribution of alcoholic beverages.
The Company completed the acquisition of AGIS S.A. effective April 24, 2002, for a cash purchase price of $4,567,978 and 173,000 shares of Company stock. The shares issued may not be transferred without the Company’s consent for six months subsequent to the acquisition. As part of the purchase agreement with AGIS, a non-compete agreement was established with the former stockholders for a period of three years. The acquired company is based in Torun, Poland (northern Poland). AGIS S.A. primary area of activity is the distribution of various spirits, mainly vodka.
The acquisition of Damianex and AGIS was financed using the proceeds from the Company’s recent private placement offering of 800,000 common shares, a $4.3 million loan taken on April 24, 2002 and the issuance of Company stock as indicated above.
13. RECLASSIFICATIONS
Certain amounts in the consolidated condensed financial statements have been reclassified from the prior period to conform to the current period’s presentation.
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ITEM 2. Changes in Securities and Use of Proceeds
(c) On March 28, 2002, the Company completed a private placement offering of 800,000 shares of its common stock at $10.50 per share receiving gross proceeds of $8,400,000. Most of the securities were issued in reliance upon the exemption from registration provided by Section 506 of Regulation D in a sale to “accredited investors,” as defined by Section 501(a) of Regulation D. The remainder were issued in an off-shore private placement in reliance on Regulation S to entities which are not “United States persons,” as defined by Section 902(k)(1) of Regulation S. The stock certificates for all such securities bear a legend indicating that the stock is restricted and may not be sold in the United States without registration or an exemption from such requirements. The Company paid its placement agent a fee of 6.5% plus expenses.
(a) Exhibit
99. Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
During the quarter ended March 31, 2002 the Company filed the following 8K reports:
1. Announcement of the Damianex acquisition, filed on January 10, 2002.
2. Announcement of the AGIS acquisition, filed on February 21, 2002.
3. Announcement of the private placement of 800,000 shares of common stock, filed March 28, 2002.
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(registrant)
Date: August 21, 2002 | By: /s/ WILLIAM V. CAREY | |
William V. Carey | ||
President and Chief Executive Officer | ||
Date: August 21, 2002 | By: /s/ NEIL A.M. CROOK | |
Neil A.M. Crook | ||
Chief Financial Officer | ||
(principal financial officer and chief accounting officer) |
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Exhibit Index
Exhibit Number | Exhibit Description | |
99 | Written statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |