Exhibit 99.2
FINANCIAL STATEMENTS FOR AGIS S.A.
INDEX
Page
----
Item 1. Report of Independent Auditors ................................................... EXA-2
Item 2. Financial Statements
Balance Sheets at December 31, 2000, 2001 and
March 31, 2001 (unaudited) and March 31, 2002 (unaudited) ........................ EXA-3
Statements of Income for the years ended December 31, 2000
and 2001 and for the three month periods ended March 31, 2001 (unaudited)
and March 31, 2002(unaudited) .................................................... EXA-4
Statements of Changes in Stockholders' Equity for the years ended
December 31, 2000 and 2001 ....................................................... EXA-5
Statements of Cash Flows for the years ended December 31, 2000
and 2001 and for the three month periods ended March 31, 2001(unaudited)
and March 31, 2002 (unaudited) ................................................... EXA-6
Notes to Financial Statements .................................................... EXA-7
EXA-1
REPORT OF INDEPENDENT AUDITORS
The Board of Directors of AGIS S.A.
We have audited the accompanying balance sheets of AGIS S.A. as of December 31,
2000 and 2001 and the related statements of income, changes in stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AGIS S.A. at December 31, 2000
and 2001, and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States.
ERNST & YOUNG AUDIT Sp. z o.o.
Warsaw, Poland
April 24, 2002
EXA-2
AGIS S.A.
BALANCE SHEETS
(Monetary amounts in columns expressed in thousands)
December 31, December (Unaudited) (Unaudited)
2000 31, 2001 March 31, March 31,
2001 2002
-----------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents $ 651 $ 344 $ 228 $ 219
Accounts receivable, (net of allowance for doubtful accounts of
$398,000 and $504,000 for December 31, 2000 and 2001 respectively
and $504,000 and $641,000 for March 31, 2000 (unaudited) and 2001
(unaudited), respectively 7,155 6,873 6,204 6,755
Inventories 2,352 2,536 2,985 3,495
Deferred income taxes 37 48 46 67
Value added tax receivable - 911 - -
Prepaid expenses and other current assets 20 31 30 67
-----------------------------------------------------
Total Current Assets 10,215 10,743 9,493 10,603
Property, plant, and equipment, net 1,023 1,418 1,091 572
-----------------------------------------------------
Total Assets $ 11,238 $ 12,161 $ 10,584 $ 11,175
=====================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 6,463 $ 6,132 $ 4,966 $ 6,207
Bank loans and overdraft facilities 3,532 3,755 3,976 2,726
Income and other taxes payable 163 141 309 198
Other current liabilities 123 124 111 110
-----------------------------------------------------
Total Current Liabilities 10,281 10,152 9,362 9,241
Commitments and contingencies
Stockholders' Equity
Common Stock ($38.17 par value, 6,000 shares authorized, issued
and outstanding at respective dates) 229 229 229 229
Retained earnings 775 1,780 1,027 1,791
Accumulated other comprehensive loss (47) - (34) (86)
-----------------------------------------------------
Total Stockholders' Equity 957 2,009 1,222 1,934
-----------------------------------------------------
Total Liabilities and Stockholders' Equity $ 11,238 $ 12,161 $ 10,584 $ 11,175
=====================================================
See accompanying notes.
EXA-3
AGIS S.A.
STATEMENTS OF INCOME
(Monetary amounts in columns expressed in thousands)
Year ended Year ended (Unaudited) (Unaudited)
December December 3 month 3 month
31, 2000 31, 2001 period ended period ended
March 31, March 31,
2001 2002
-------------------------------------------------------------
Net sales $49,795 $ 75,449 $ 14,685 $ 16,374
Cost of goods sold, excluding depreciation 45,849 69,649 13,422 15,614
-------------------------------------------------------------
3,946 5,800 1,263 760
Selling, general and administrative expenses,
excluding depreciation 2,270 2,703 530 555
Bad debt expense 115 106 106 137
Depreciation of tangible fixed assets 155 165 38 52
-------------------------------------------------------------
Operating income 1,406 2,826 589 16
Non-operating income (expense)
Interest expense (421) (665) (215) (132)
Interest income 4 12 - -
Gain on sale of tangible fixed assets to related
parties - - - 134
Other income (expenses), net 14 (26) 9 50
-------------------------------------------------------------
Income before income taxes 1,003 2,147 383 68
Income tax expense (362) (650) (131) (57)
-------------------------------------------------------------
Net income $ 641 $ 1,497 $ 252 $ 11
=============================================================
See accompanying notes.
EXA-4
AGIS S.A.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Monetary amounts in columns expressed in thousands)
Common Retained Accumulated Total
Stock Earnings other
comprehensive
income/(loss)
----------------------- ----------- --------------- -------------
No. of Amount
shares
---------- ---------
Balance at December 6,000 $ 229 $ 272 $ 7 $ 508
31, 1999
Net income 641 - 641
Foreign currency
translation adjustment
(net of tax ) (54) (54)
-------------
Comprehensive income - - 587
Dividend declared and
paid - - (138) - (138)
------------------------- ----------- --------------- -------------
Balance at December 6,000 229 775 (47) 957
31, 2000
Net income - - 1,497 - 1,497
Foreign currency
translation adjustment
(net of tax ) 47 47
-------------
Comprehensive income - - 1,544
Dividend declared and
paid - - (492) - (492)
------------------------- ----------- --------------- -------------
Balance at 31
December 2001 6,000 $ 229 $ 1,780 $ - $ 2,009
========================= =========== =============== =============
See accompanying notes.
EXA-5
AGIS S.A.
STATEMENTS OF CASH FLOWS
(Amounts in columns expressed in thousands)
Year ended Year ended (Unaudited) (Unaudited)
December 31, December 31, 3 month 3 month
2000 2001 period ended period ended
March 31, March 31,
2001 2002
----------------------------------------------------------------
Operating Activities
Net income $ 641 $1,497 $ 252 $ 11
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 155 165 38 52
Bad debt provision 115 106 106 137
Deferred income tax benefit (10) (11) (9) (19)
Gain on disposal of fixed assets (10) (4) - (159)
Changes in operating assets and liabilities:
Accounts receivable (1,845) 176 845 19
Inventories (386) (184) (633) (959)
Prepayments and other current assets (3) (11) (10) (48)
Value added tax receivable - (911) - 911
Trade accounts payable 69 (331) (1,497) 75
Income and other taxes payable 38 (22) 146 57
Other liabilities (72) 52 (14) (42)
----------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities (1,308) 522 (776) 35
Investing Activities
Purchase of property and equipment (234) (564) (91) -
Proceeds from sale of equipment 31 4 - 869
---------------------------------------------------------------
Net Cash provided by (Used in) Investing Activities (203) (560) (91) 869
Financing Activities
Proceeds from short-term borrowings 3,367 3,755 3,976 2,726
Repayment of short-term borrowings (1,656) (3,532) (3,532) (3,755)
Dividends paid (138) (492) - -
---------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities 1,573 (269) 444 (1,029)
---------------------------------------------------------------
Net Increase (Decrease) in cash and cash equivalents 62 (307) (423) (125)
Cash and cash equivalents at beginning of period 589 651 651 344
---------------------------------------------------------------
Cash and cash equivalents at end of period $ 651 $ 344 $ 228 $ 219
===============================================================
Supplement cash flow information:
Interest paid $ 421 $ 665 $ 215 $ 134
Income taxes paid $ 289 $ 678 $ 82 $ 7
See accompanying notes.
EXA-6
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
1. Organization and Description of Business
The business AGIS S.A. was originally organized as a Polish limited liability
company during 1990 and on December 15, 1995 was transformed into a Polish joint
stock company - AGIS S.A. (the "Company"). The Company's main activities are the
wholesale of alcoholic (mainly vodka) beverages. The Company has approximately
200 employees and 14 branch offices, which are located throughout
northern-central Poland. The Company's headquarters are located in Torun, Poland
and all of the Company's operations are conducted within the boundaries of
Poland.
Pursuant to Polish statutory requirements, AGIS S.A. may pay annual dividends,
based on its audited Polish statutory financial statements, to the extent of its
retained earnings as defined. At December 31, 2001, substantially all retained
earnings were available for payment of dividends referred to in Note 8.
2. Accounting Policies
The significant accounting policies and practices followed by the Company are as
follows:
Basis of Presentation
The Company maintains its books of account and prepares its statutory financial
statements in Polish zloties (PLN) in accordance with Polish statutory
requirements and the Accounting Act of September 29, 1994. The accompanying
financial statements have been adjusted to reflect accounting principles
generally accepted in the United States ("US GAAP").
In the opinion of Company management, the unaudited financial statements as of
and for each three month period ended March 31, 2001 and 2002 include all
adjustments necessary to present financial position, results of operations and
cash flows in accordance with US GAAP. Such adjustments are of a normal
recurring nature. The results of operations for the three month period ended
March 31, 2002 are not necessarily indicative of the results for the entire year
ended December 31, 2002.
Foreign Currency Translation and Transactions
The accompanying financial statements have been prepared in US Dollars.
The Company's functional currency is the local currency - Polish Zloty (PLN).
Assets and liabilities are translated to US Dollars at the exchange rate in
effect at each year end. Income statement accounts are translated to US dollars
at the average rate of exchange prevailing during the year. Translation
adjustments arising from the use of differing exchange rates from period to
period are included as a separate component of stockholders' equity. Gains and
losses from foreign currency transactions are included in net income for the
period.
The exchange rate used on zloty denominated transactions and balances for
translation purposes as of December 31, 2000 and 2001 for one U.S. dollar was
4.14 PLN and 3.98 PLN, respectively. The exchange rate as of April 24, 2002 was
4.04 PLN.
The exchange rate used on zloty denominated transactions and balances for
translation purposes as of March 31, 2000 and 2001 for one U.S. dollar was 4.10
PLN and 4.13 PLN, respectively. The exchange rate as of August 19, 2002 was 4.16
PLN.
EXA-7
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, less accumulated
depreciation. Depreciation is provided using the straight-line method over the
estimated useful lives of the assets. Depreciation periods are as follows:
Type Depreciation life in years
- -------------------------------------- -----------------------------------------
Land -
Buildings 25-40
Machinery and Equipment 3-10
Transportation Equipment 2-5
Other 2-10
The Company periodically reviews property, plant and equipment, when indicators
of impairment exist and if the value of the asset is impaired, an impairment
loss is recognized. The Company recognizes impairment losses on long-lived
assets in the event the net book values of such assets exceeds the future
undiscounted cash flows attributable to such assets. No such impairment
adjustment has been recorded by the Company.
Revenue Recognition
Revenue is recognized when goods have been delivered to customers in accordance
with United States Securities and Exchange Commission Staff Accounting Bulletin
101. Sales are presented net of sales returns, customer discounts and sales
taxes.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or
market value. Inventories are comprised of spirits and non-alcoholic beverages.
The Company has not experienced significant losses from spoilage or
obsolescence.
Cash and Cash Equivalents
Short-term investments that have a maturity of three months or less at the date
of purchase are classified as cash equivalents. All of the amounts were located
in bank accounts in Poland at December 31, 2001 and 2000, and March 31, 2001 and
2002.
Estimates
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results may differ from
those estimates and such differences may be material to the financial
statements.
Income Taxes
The Company computes and records income taxes in accordance with the liability
method.
Comprehensive income
Comprehensive income, 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 currency translation gains and losses on
the translation from Polish zloties to US dollars are classified as a separate
component of stockholders' equity as "accumulated other comprehensive loss".
Such adjustments were the only items effecting accumulated other comprehensive
income or loss and 2002 interim periods
During the period ended December 31, 2001, the Company incurred foreign currency
translation gains of $47,000 (net of tax). The total of the accumulated other
comprehensive loss consists of currency translation adjustments ($8,000 net
loss, net of taxes) and hyper-inflation adjustments related to assets purchased
prior to January 1, 1998 ($8,000 net gain, net of taxes). At March 31, 2002
(unaudited), the hyper-inflationary foreign currency translation gain in regards
to the
EXA-8
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
sale of the tangible fixed assets of $16,000 has been reclassified and netted
against the gain on the sale of the fixed assets.
The change in comprehensive loss for the three month periods ended March 31,
2000 and 2001 is solely due to translation losses, net.
Employee Benefits
The Company is required pursuant to Polish labor laws, to pay a bonus of one
month's salary to employees upon retirement. The estimated liability for these
benefits is not accrued on a current basis as it is not material. The Company
also accrues for vacation pay.
Recently issued accounting pronouncements
In June 2001, the Financial Accounting Standards Board "FASB" released SFAS 141
"Business Combinations". This statement requires that combinations be accounted
for by a single method - the purchase method. This statement also requires among
other things, separate recognition of intangible assets apart from goodwill if
they meet the prescribed criteria. The provisions of this statement apply to all
business combinations initiated after June 30, 2001.
In June 2001, the FASB released SFAS 142 "Goodwill and other intangible assets".
This statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets. It addresses among other things, how intangible assets that
are acquired individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in financial
statements upon their acquisition. The provisions of this statement are required
to be applied starting with fiscal years beginning after December 15, 2001.
The Company does not anticipate that these two statements will have a material
effect on its financial statements.
In August 2001, the FASB released SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". This standard supersedes SFAS 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed
of". This statement removes goodwill from its scope (addressed in SFAS 142), and
addresses long-lived assets to be held and used, to be disposed of other than by
sale and to be disposed of by sale. The provisions of this statement are
required to be applied starting with fiscal years beginning after December 15,
2001. The Company does not anticipate that this statement will have a material
effect on its financial statements.
EXA-9
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
3. Property, Plant and equipment
Property, plant and equipment, presented net of accumulated depreciation in the
balance sheets, consists of:
December 31, December 31, (Unaudited) (Unaudited)
2000 2001 3 month period 3 month period
ended March 31, ended March 31,
2001 2002
-----------------------------------------------------------
Land $ 12 $ 29 $ 12 $ 8
Buildings 638 901 638 104
Machinery and equipment 121 156 121 163
Transportation equipment 565 777 661 745
Other 147 170 147 105
-----------------------------------------------------------
1,483 2,033 1,579 1,125
Less accumulated depreciation 460 615 488 553
-----------------------------------------------------------
Property, plant and equipment,
net $ 1,023 $ 1,418 $1,091 $ 572
===========================================================
4. Allowances for Doubtful Accounts
Changes in the allowance for doubtful accounts were as follows:
Year ended Year ended (Unaudited) (Unaudited)
December 31, December 31, 3 month period 3 month period
2000 2001 ended March ended March
31, 2001 31, 2002
------------------------------------------------------------
Balance, beginning of year/
period $ 283 $398 $ 398 $ 504
Provision for doubtful accounts 115 106 106 137
------------------------------------------------------------
Balance, end of year/ period $ 398 $504 $ 504 $ 641
============================================================
EXA-10
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
5. Short-term bank loan and overdraft facilities
During year 2000, the Company had three overdraft facilities as follows: PLN
2,000,000 overdraft facility (secured by bills of exchange and cession rights to
receivables, with an interest rate of 3 months WIBOR plus 1.4%); PLN 4,000,000
overdraft facility which was secured similarly (the interest rate applied was 1
month WIBOR plus 0.6%); and a PLN 12,000,000 overdraft facility which was
secured with bills of exchange, cession rights to receivables and inventory
amounting to PLN 7,000,000, ($1,700,000). There were two new bank loans acquired
at March 31, 2001: loan for PLN 1,500,000 having interest of WIBOR plus 0.9% and
loan for PLN 500,000 with interest of WIBOR plus 1.2% (both secured with bills
of exchange and cession of receivables for 10 of the biggest customer balances).
Outstanding amounts were as follows:
December 31, 2000 (Unaudited)
March 31, 2001
Polish Zloty (PLN) 2,000 (US$ 488) $ 387 $ -
Polish Zloty (PLN) 4,000 (US$ 976) 483 976
Polish Zloty (PLN) 12,000 (US$ 2,927) 2,662 2,557
Polish Zloty (PLN) 500 (US$122) - 77
Polish Zloty (PLN) 1,500 (US$366) - 366
---------------------------------
Total $ 3,532 $ 3,976
=================================
During year 2001 overdraft facilities acquired were as follows: PLN 1,500,000
overdraft facility secured by bills of exchange and cession rights to
receivables, bearing an interest rate of 3 month WIBOR plus 0.9%; PLN 500,000
overdraft facility secured by bills of exchange and cession rights to
receivables, bearing interest rate of 3 months WIBOR plus 1.2%; PLN 12,000,000
overdraft facility which was secured with bills of exchange and the Company's
inventory, the interest rate was 1 month WIBOR plus 0.8%; loan facility for PLN
500,000 secured with bill of exchange and transfer of ownership of stock, which
loan is interest bearing of 1 month WIBOR plus 1%; loan facility for PLN
4,000,000 secured with bill of exchange and cession of receivables, which loan
bears interest of 3 months WIBOR plus 0.6%. At March 31, 2001 the Company
increased their original overdraft of PLN 4,000,000 to PLN 14,000,000 with no
modifications of terms. The Company also acquired a new loan for PLN 500,000
secured with bill of exchange, transfer of stock ownership and cession of
receivables, which loan is bearing interest of 3 months WIBOR plus 0.9%.
Outstanding amounts were as follows:
(Unaudited)
December 31, 2001 March 31, 2002
Polish Zloty (PLN) 12,000 (US$ 2,904) $ 2,418 $ -
Polish Zloty (PLN) 1,500 (US$ 376) 376 -
Polish Zloty (PLN) 4,000 (US$ 968) 940 -
Polish Zloty (PLN) 500 (US$ 121) 21 78
Polish Zloty (PLN) 14,000 (US$ 3,388) - 2,648
----------------------------------
Total $ 3,755 $ 2,726
==================================
The weighted average interest rate on short-term borrowings at December 31, 2001
and 2000 was approximately 18.51% and 22.45% respectively.
EXA-11
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
6. Income Taxes
Income tax expense is summarized below:
Year ended Year ended (Unaudited) (Unaudited)
December 31, December 31, 3 month 3 month
2000 2001 period ended period ended
March 31, March 31,
2002 2002
-------------------------------------------------------------
Current Polish income tax expense $ 376 $ 661 $ 138 $ 13
Deferred Polish tax benefit, net (14) (11) (7) 44
-------------------------------------------------------------
Income tax expense $ 362 $ 650 $ 131 $ 57
=============================================================
Total income tax expense varies from expected income tax expense computed at
Polish statutory rates (30% in 2000 and 28% in 2001 and 2002) as follows:
Year ended Year ended (Unaudited) (Unaudited)
December 31, December 31, 3 month 3 month
2000 2001 period ended period ended
March 31, March 31,
2001 2002
---------------------------------------------------------------
Tax at Polish statutory rate $ 301 $ 601 $ 107 $ 24
Increase in deferred tax asset valuation allowance
relating primarily to bad debt expense 14 21 21 27
Permanent differences between financial and
taxable income 47 28 3 6
-------------------------------------------------------------
Income tax expense $ 362 $ 650 $ 131 $ 57
=============================================================
Significant components of the Company's deferred tax assets are as follows :
Year ended Year ended (Unaudited) (Unaudited)
December 31, December 31, 3 month 3 month
2000 2001 period ended period ended
March 31, March 31,
2001 2002
--------------------------------------------------------------------
Deferred tax assets:
Allowance for doubtful accounts $111 $141 141 180
receivable
Accrued expenses, deferred income 4 6 4 13
and prepaids, net
--------------------------------------------------------------------
115 147 145 193
Less valuation allowance (78) (99) (99) (126)
--------------------------------------------------------------------
Net deferred tax asset $ 37 $ 48 $ 46 $ 67
====================================================================
Valuation allowances are provided when it is more likely than not that some or
all of the deferred tax assets will not be realized in the future. These
evaluations are based on expected future taxable income and expected reversals
of the various net deductible temporary differences. The valuation allowance
relates solely to the estimated future tax deductibility of the allowance for
bad debts which may not be deductible under local statutes.
EXA-12
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
In November 1999, legislation was enacted which reduced the corporate income tax
rates in Poland effective January 1, 2000 to 30% in 2000, 28% in 2001 and 2002,
24% in 2003 and 22% thereafter.
The Company's tax liabilities (including corporate income tax, Value Added Tax
(VAT), social security and other taxes) may be subject to examinations by Polish
tax authorities for up to five years from the end of the year the tax is
payable. As the application of tax laws and regulations and transactions are
susceptible to varying interpretations, amounts reported in the financial
statements could be changed at a later date upon final determination by the tax
authorities.
7. Financial Instruments, Commitments and Contingent Liabilities
Financial Instruments With On-Balance Sheet Risk and Their Fair Values
Financial instruments with on-balance sheet risk include cash and cash
equivalents, accounts receivable, certain other current assets, trade accounts
payable, bank loans and overdraft facilities, and other payables. These
financial instruments are shown separately in the balance sheets and their
carrying values approximate their fair values. This is because substantially all
of these financial instruments have short maturity periods or carry interest at
rates that approximate current market rates. The Company does not utilize
financial derivatives.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentration of
credit risk consist primarily of accounts receivable from Polish companies. The
Company restricts temporary cash investments to financial institutions with high
credit standing. Credit is given to customers only after a thorough review of
their credit worthiness. The Company does not normally require collateral with
respect to credit sales. As of December 31, 2000 and 2001, the Company had no
customers which accounted for more than 10 percent of outstanding receivables.
The Company has not experienced large credit losses in the past.
Supply contracts
The Company has various agreements covering its sources of supply. Either party
on relatively short notice may terminate some of them. Thus, there is a risk
that some portion of the Company's supply of products could be curtailed at any
time. Management believes that if these arrangements were terminated that
alternative suppliers would be found without significant disruption to the
business.
Lease Obligations
The Company has cancelable rental agreements for a number of the branch office
locations. Monthly rentals range from approximately $1000 to $2000. All the
branch office leases can be terminated by either party within two to three
months.
The rental expense incurred under operating leases were as follows:
Year ended Year ended (Unaudited) (Unaudited)
December 31, 2000 December 31, 2001 3 month 3 month period
period ended March ended March 31,
31, 2001 2002
--------------------------------------------------------------------------------
Rent expense $ 169 $155 $ 39 $ 54
================================================================================
EXA-13
AGIS S.A.
NOTES TO FINANCIAL STATEMENTS
(amounts in columns expressed in thousands of USD)
8. Subsequent Events
On April 24, 2002, the shareholders of the Company sold all of their shares to
Central European Distribution Corporation ("CEDC"), a United States company and
to its wholly-owned subsidiary Carey Agri International Poland. The sales price
consisted of approximately $4,568,000 of cash and 172,676 unregistered newly
issued common shares of CEDC, with a six -month restriction on sale.
In contemplation of the sale of the Company, all the real estate owned by the
Company was sold to the former shareholders for a price of $869,000. The Company
also sold other assets to the former shareholders (two vehicles). The proceeds
from the sale of these assets were received on the date of the sale. The Company
recognized a gain of approximately $134,000, which has been separately disclosed
in the statement of operations.
Prior to the sale of the Company, a cash dividend of $1,412,415 was declared.
The dividend is to be paid over two equal installments starting on May 31, 2002.
EXA-14