-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CSWOtPC65gpBO1PvSEnf3Lhmn8FJFnUpAa6I5StiR48m1oGrgw7Zf7Nm/Ge12+51 JlCnl/PLBQG1v/SDCY850g== 0001021408-02-007947.txt : 20020606 0001021408-02-007947.hdr.sgml : 20020606 20020603172605 ACCESSION NUMBER: 0001021408-02-007947 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020603 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL EUROPEAN DISTRIBUTION CORP CENTRAL INDEX KEY: 0001046880 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 541865271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24341 FILM NUMBER: 02669241 BUSINESS ADDRESS: STREET 1: PALM TOWER BUILDING STREET 2: 1343 MAIN STREET SUITE 301 CITY: SARASOTA STATE: FL ZIP: 34236 BUSINESS PHONE: 9413301558 MAIL ADDRESS: STREET 1: PALM TOWER BUILDING STREET 2: 1343 MAIN STREET SUITE 301 CITY: SARASOTA STATE: FL ZIP: 34236 8-K/A 1 d8ka.txt FORM 8K AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 3, 2002 (Date of Report) Central European Distribution Corporation (Exact name of registrant as specified in its charter) Delaware 0-24341 54-1865271 (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification number) 1343 Main Street, Suite 301, Sarasota Florida 34236 (Address of Principal Executive Offices) Registrants telephone number, including area code: (941) 330 1558 ITEM 2 Acquisition of Assets On April 24, 2002, Central European Distribution Corporation ("the Company", "CEDC") completed the acquisition of AGIS S.A., an alcohol wholesaler in northern Poland. The purchase price of $6,708,978 consisted of $4,567,978 in cash and the issuance of 172,676 shares of CEDC common stock valued at $2,141,000. The source of the funds was a long-term loan of $1,800,000 from Bank Fortis in Warsaw, Poland and $2,768,000 from the private placement offering of CEDC common stock, (gross proceeds $8,400,000) finalized by the Company on March 28, 2002. ITEM 7 Financial Statements, Pro forma Financial Information and Exhibits (a) Financial Statements of Business Acquired INDEX
Page ---- PART I. Financial Information - ------ --------------------- Item 1. Report of Independent Auditors ........................................................... 3 Item 2. Financial Statements Balance Sheets at December 31, 2000 and 2001 .............................................. 4 Statements of Income for the years ended December 31, 2000 and 2001 ...................... 5 Statements of Changes in Stockholders' Equity for the years ended December 31, 2000 and 2001 ........................................................... 6 Statements of Cash Flows for the years ended December 31, 2000 and 2001 ................................................................................. 7 Notes to Financial Statements ............................................................ 8-13 (b) Unaudited Pro forma Financial Information Unaudited pro forma condensed combined balance sheet at December 31, 2001 ................ 15 Unaudited pro forma condensed combined income statement for the year ended December 31, 2001 ........................................................................ 17 Notes to the unaudited pro forma financial information ................................... 18-23
2 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 3 AGIS S.A. BALANCE SHEETS (Monetary amounts in columns expressed in thousands)
December 31, ------------ 2000 2001 -------- -------- ASSETS Current Assets Cash and cash equivalents $ 651 $ 344 Accounts receivable (net of allowance for doubtful accounts of $398,000 and $504,000, respectively) 7,155 6,873 Inventories 2,352 2,536 Deferred income taxes 37 48 Value added tax receivable - 911 Prepaid expenses and other current assets 20 31 -------- -------- Total Current Assets 10,215 10,743 Property, plant, and equipment, net 1,023 1,418 -------- -------- Total Assets $ 11,238 $ 12,161 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Trade accounts payable $ 6,463 $ 6,132 Bank loans and overdraft facilities 3,532 3,755 Income and other taxes payable 163 141 Other current liabilities 123 124 -------- -------- Total Current Liabilities 10,281 10,152 Commitments and contingencies Stockholders' Equity Common Stock ($38.17 par value, 6,000 shares authorized, issued and outstanding at December 31, 2000 and 2001) 229 229 Retained earnings 775 1,780 Accumulated other comprehensive loss (47) - -------- -------- Total Stockholders' Equity 957 2,009 -------- -------- Total Liabilities and Stockholders' Equity $ 11,238 $ 12,161 ======== ========
See accompanying notes. 4 AGIS S.A. STATEMENTS OF INCOME (Monetary amounts in columns expressed in thousands)
Year ended December 31, ----------------------- 2000 2001 ----------- ----------- Net sales $ 49,795 $ 75,449 Cost of goods sold, excluding depreciation 45,849 69,649 ----------- ----------- 3,946 5,800 Selling, general and administrative expenses, excluding depreciation 2,270 2,703 Bad debt expense 115 106 Depreciation of tangible fixed assets 155 165 ----------- ----------- Operating income 1,406 2,826 Non-operating income (expense) Interest expense (421) (665) Interest income 4 12 Other income (expenses), net 14 (26) ----------- ----------- Income before income taxes 1,003 2,147 Income tax expense (362) (650) ----------- ----------- Net income $ 641 $ 1,497 =========== ===========
See accompanying notes. 5 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 31, 1999 6,000 $ 229 $ 272 $ 7 $ 508 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 31, 2000 6,000 229 775 (47) 957 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 December 31, 2001 6,000 $ 229 $ 1,780 $ - $ 2,009 ======= ======== ======== ========= =========
See accompanying notes. 6 AGIS S.A. STATEMENTS OF CASH FLOWS (Amounts in columns expressed in thousands)
Year ended December 31, ----------------------- 2000 2001 -------- -------- Operating Activities Net income $ 641 $ 1,497 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 155 165 Bad debt provision 115 106 Deferred income tax benefit (14) (11) Gain on disposal of fixed assets (10) (4) Changes in operating assets and liabilities: Accounts receivable (1,845) 176 Inventories (386) (184) Prepayments and other current assets (3) (11) Value added tax receivable - (911) Trade accounts payable 69 (331) Income and other taxes payable 38 (22) Other liabilities (68) 52 -------- -------- Net Cash Provided by (Used in) Operating Activities (1,308) 522 Investing Activities Purchase of property and equipment (234) (564) Proceeds from sale of equipment 31 4 -------- -------- Net Cash Used in Investing Activities (203) (560) Financing Activities Proceeds from short-term borrowings 3,367 3,755 Repayment of short-term borrowings (1,656) (3,532) Dividends paid (138) (492) -------- -------- Net Cash Provided by (Used in) Financing Activities 1,573 (269) -------- -------- Net Increase (Decrease) in cash and cash equivalents 62 (307) Cash and cash equivalents at beginning of period 589 651 -------- -------- Cash and cash equivalents at end of period $ 651 $ 344 ======== ======== Supplement cash flow information: Interest paid $ 421 $ 665 Income taxes paid $ 289 $ 678
See accompanying notes. 7 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 see 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"). 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 US dollar was 4.14 PLN and 3.98 PLN, respectively. The exchange rate as of April 24, 2002 was 4.04 PLN. 8 AGIS S.A. NOTES TO FINANCIAL STATEMENTS (amounts in columns expressed in thousands of USD) Property, Plan 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 are shipped or delivered to customers in accordance with United States Securities and Exchange Commission Staff Accounting Bulletin 101. Sales are presented net of sales returns and discounts. 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. 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". 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). 9 AGIS S.A. NOTES TO FINANCIAL STATEMENTS (amounts in columns expressed in thousands of USD) Recently issued accounting pronouncements In June 2001, the Financial Accounting Standard 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. 3. Property, Plant and equipment Property, plant and equipment, presented net of accumulated depreciation in the balance sheets, consists of:
December 31, ------------ 2000 2001 ---------------- --------------- Land Buildings $ 12 $ 29 Machinery and equipment 638 901 Transportation equipment 121 156 Other 565 777 147 170 ---------------- --------------- 1,483 2,033 Less accumulated depreciation 460 615 ---------------- --------------- Property, plant and equipment, net $ 1,023 $ 1,418 ================ ===============
10 AGIS S.A. NOTES TO FINANCIAL STATEMENTS (amounts in columns expressed in thousands of USD) 4. Allowances for Doubtful Accounts Changes in the allowance for doubtful accounts were as follows:
Year ended December, 31 ----------------------- 2000 2001 ---------------- --------------- Balance, beginning of year $283 $398 Provision for doubtful accounts 115 106 ----------------------------------- Balance, end of year $398 $504 ===================================
5. Short-term bank loan and overdraft facilities During 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, ($1,700,000). Outstanding amounts at December 31, 2000 were as follows: Polish Zloty (PLN) 2,000,000 (US$ 482,000) $ 387 Polish Zloty (PLN) 4,000,000 (US$ 965,000) 483 Polish Zloty (PLN) 12,000,000 (US$ 2,896,000) 2,662 ------------ Total $ 3,532 ============ During 2001, all the outstanding overdraft facilities as of December 31, 2000 were repaid. New overdraft facilities were acquired as follows: PLN 2,000,000 overdraft facility secured by bills of exchange and cession rights to receivables, bearing an interest rate of 3 month WIBOR plus 0.9%; PLN 16,000,000 overdraft facility secured by bills of exchange and cession rights to receivables, bearing interest rate of 1 month WIBOR plus 0.6%; PLN 500,000 overdraft facility which was secured with bills of exchange and the Company's inventory. The interest rate was 1 month WIBOR plus 1%. Outstanding amounts at December 31, 2001 were as follows: Polish Zloty (PLN) 2,000,000 (US$ 501,700) $ 376 Polish Zloty (PLN) 16,000,000 (US$ 4,013,700) 3,358 Polish Zloty (PLN) 500,000 (US$ 125,400) 21 ------------ Total $ 3,755 ============ The weighted average interest rate on short-term borrowings at December 31, 2001 and 2000 was approximately 18.51%, and 22.45% respectively. 11 AGIS S.A. NOTES TO FINANCIAL STATEMENTS (amounts in columns expressed in thousands of USD) 6. Income Taxes Income tax expense for the years ended December 31, 2000 and 2001, is summarized below:
Year ended December 31, ----------------------- 2000 2001 ------------ ----------- Current Polish income tax expense $ 376 $ 661 Deferred Polish tax benefit, net (14) (11) ------------ ----------- Income tax expense $ 362 $ 650 ============ ===========
Total income tax expense varies from expected income tax expense computed at Polish statutory rates (30% in 2000 and 28% in 2001) as follows:
Year ended December 31, ----------------------- 2000 2001 ------------ ----------- Tax at Polish statutory rate $ 301 $ 601 Increase in deferred tax asset valuation allowance relating primarily to bad debt expense 14 21 Permanent differences between financial and taxable income 47 28 ------------ ----------- Income tax expense $ 362 $ 650 ============ ===========
Significant components of the Company's deferred tax assets are as follows:
December 31, ------------ 2000 2001 ------------ ----------- Deferred tax assets: Allowance for doubtful accounts receivable $ 111 $ 141 Accrued expenses, deferred income and prepaids, net 4 6 ------------ ----------- 115 147 Less valuation allowance (78) (99) ------------ ----------- Net deferred tax asset $ 37 $ 48 ============ ===========
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. 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. 12 AGIS S.A. NOTES TO FINANCIAL STATEMENTS (amounts in columns expressed in thousands of USD) 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 souces 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 during 2000 and 2001 was as follows: 2000 2001 --------- --------- Rent expense $ 169 $ 155 ========= ========= 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 $1,001,923. The Company also sold other assets to the former shareholders (two vehicles). Prior to the sale of the Company, a cash dividend of $ 1,412,415 million was declared. The dividend is to be paid over two equal installments starting on May 31, 2002. 13 Pro Forma Financial Statements Central European Distribution Corporation Pro Forma Combined Condensed Financial Information The unaudited pro forma condensed combined balance sheet information set for below for Central European Distribution (CEDC), AGIS S.A. (purchased on April 24, 2002) and Damianex S.A. (purchased on April 22, 2002) is presented as if these acquisitions had been completed on December 31, 2001. The unaudited condensed combined income statement for 2001 assumes the acquisitions were completed on January 1, 2001. The data is subject to the assumptions and adjustments in the accompanying notes to the pro forma balance sheets and income statements. CEDC has accounted for the acquisitions of Damianex S.A. and AGIS S.A. as purchases in accordance with SFAS 141. Pro forma financial information for CEDC and Damianex S.A. as of December 31, 2001 has been included in an 8K report filed previously with the Securities and Exchange Commission. The pro forma information does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and therefore should be read in conjunction with the historical financial statements of CEDC included in its Annual 2001 Report on Form 10K, and its first quarter 2002 Report on Form 10Q and the historical financial statements of Damaniex S.A. included in the Form 8-K which are on file with the Securities and Exchange Commission and the historical financial statements of AGIS S.A. for 2000 and 2001, included herein. The pro forma adjustments do not reflect operating efficiencies and cost savings that may be achievable with respect to the newly acquired companies. The pro forma adjustments do not include any adjustments to the historical operating data for future changes in selling prices, or operating efficiencies which may arise. A final determination of required purchase accounting adjustments, including the allocation of the purchase price to the assets acquired and liabilities assumed based on their respective estimated fair values, will be made after completion of the escrow period on August 31, 2002 (applicable to the Damianex acquisition), upon final adjustments of the AGIS S.A. purchase price related to old AGIS accounts receivable and upon receipt of independent valuations for both acquisitions. Accordingly, the purchase accounting adjustment(s) and the following pro forma condensed combined balance sheet and income statement information may be revised. CEDC currently knows of no events that would require a substantial change to the preliminary purchase price allocation. The pro forma financial information is presented for illustrative purposes only and is not intended to be indicative of the financial position and operating results that would have occurred if the acquisitions had been consummated in accordance with the assumptions set forth below nor is it intended to be a forecast of future operating results or financial position. 14 Central European Distribution Corporation Unaudited Pro Forma Condensed Combined Balance Sheet Information December 31, 2001 Amounts in columns expressed in thousands of USD
Total Damianex AGIS S.A, Pro Forma Historical Historical Historical S.A. Pro Forma CEDC with CEDC Damianex AGIS S.A. Pro Forma Adjust- AGIS S.A. (A1) S.A. (A2) Adjustments ments and (A3) DAMIANEX S.A. --------------- ------------------------------------------------------ -------------- ASSETS Current Assets Cash and cash equivalents $ 2,466 $ 2,327 $ 344 D 2,500 D 1,800 4,695 D 4,638 D 2,768 D 137 B1 (4,830) B2 (7,455) Accounts receivable, net 38,102 6,964 6,873 51,939 Due to selling shareholders - - - I 869 869 Inventories 9,001 4,356 2,536 15,893 Value added tax receivable - - 911 911 Deferred income taxes and other current assets 2,040 73 79 C2 318 2,510 ------------- ----------------------------------------------------- -------- 51,609 13,720 10,743 138 607 76,817 Property, plant and equipment, net 3,372 1,550 1,418 C2 368 I (719) 5,989 Intangible assets, net 3,002 - - 3,002 Goodwill, net 9,969 - - C2 5,664 C1 6,505 I (108) 22,030 Deferred income taxes and other assets 1,025 172 - I (42) 1,155 -------- -------------------------------------------------- -------- Total Assets $ 68,977 $ 15,442 $ 12,161 $ 6,170 $ 6,243 $108,993 ======== ================================================== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Trade accounts payable $ 29,685 $ 3,346 $ 6,132 C2 740 C1 1,412 41,315 Bank loans and overdraft facilities 9,861 8,012 3,755 21,628 Income and other taxes payable 1,307 308 141 1,756 Other accrued liabilities 1,692 205 124 C1 131 2,152 Current portion of debt and capital leases 2,181 - - 2,181 -------- -------------------------------------------------- -------- 44,726 11,871 10,152 740 1,543 69,032 Non-current deferred taxes - - - C2 92 92 Long-term portion of debt and - capital leases 3,495 - D 2,500 D 1,800 7,795 Temporary equity - - B2 1,634 1,634 Stockholders' Equity Common stock E (1,739) D (229) 46 1,739 229 D 8 B1 2 56 Additional paid-in-capital 15,383 - - D 4,767 D 2,139 25,057 D 2,768 Retained earnings 7,161 1,727 1,780 E (1,727) E (1,780) 7,161 Accumulated other comprehensive income (loss) (1,684) 105 - E (105) (1,684)
15 Central European Distribution Corporation Unaudited Pro Forma Condensed Combined Balance Sheet Information December 31, 2001 Amounts in columns expressed in thousands of USD (150) - - - (150) Less Treasury shares -------- ----------------------------------------------------- -------- 20,756 3,571 2,009 1,204 2,900 30,440 -------- ----------------------------------------------------- -------- Total Liabilities and Stockholders' Equity $ 68,977 $ 15,442 $ 12,161 $ 6,170 $ 6,243 $108,993 ======== ===================================================== ========
16 Central European Distribution Corporation Unaudited Pro Forma Condensed Combined Income Statement Information For the year ended December 31, 2001 Amounts in columns expressed in thousands of USD (except per share data)
Total Pro Forma Historical Historical Historical DAMIANEX AGIS S.A. CEDC with CEDC Damianex AGIS S.A (A2) S.A. Pro Forma AGIS S.A. (A1) S.A (A3) Pro Forma Adjustments and DAMIANEX Adjustments S.A. -------------- ----------- ----------------------------------------------------------------- Net sales $ 178,236 $78,977 $75,449 $332,662 Cost of goods sold, excluding depreciation and amortization 154,622 70,262 69,649 294,533 ------------- ---------- ---------------------------------------------- ----------- 23,614 8,715 5,800 38,129 Selling, general and administrative expenses, 16,445 6,008 2,703 F (41) 25,331 excluding depreciation F1 216 Bad debt expense 711 218 106 1,035 Depreciation of tangible fixed assets 841 258 165 F2 10 F1 (16) 1,258 Amortization of intangible assets 762 - - 762 ------------- ---------- ---------------------------------------------- ----------- Operating income 4,855 2,231 2,826 (10) (159) 9,743 Non-operating income (expense) Interest expense (1,345) (555) (665) D (106) D (77) (2,748) Other income (expense), net 148 55 (14) - 189 ------------- ---------- ---------------------------------------------- ----------- Income before income taxes 3,658 1,731 2,147 (116) (236) 7,184 Income tax (expense) benefit (1,132) (520) (650) G 33 G 66 (2,203) ------------- ---------- ---------------------------------------------- ----------- Net income $ 2,526 $ 1,211 $ 1,497 $ (83) $ (170) $ 4,981 ============= ========== ============================================== =========== Net income per share of common stock, basic $ 0.58 $ 0.90 ============= =========== Net income per share of common stock, diluted $ 0.57 $ 0.90 ============= ===========
17 Central European Distribution Corporation Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Amounts in columns expressed in thousands of USD) A. THESE COLUMNS REPESENT THE HISTORICAL BALANCE SHEETS AND RESULTS OF OPERATIONS AS FOLLOWS: (1)-CEDC - consolidated financial position and operating results as of and for the year end December 31, 2001 (2)-AGIS S.A. - historical financial position and operating results as of and for the year ended December 31, 2001 (3)-Damianex S.A. - historical financial position and operating results as of and for the year ended December 31, 2001 B. ACQUISTIONS (1). AGIS S.A. On April 24, 2002, the CEDC group purchased the outstanding shares of AGIS S.A. Total consideration for the acquisition consisted of the following: Cash consideration to stockholders $ 4,568 *172,676 shares of CEDC common stock 2,141 Acquisition costs (estimated) 262 --------- $ 6,971 ========= * CEDC's common stock was valued at the average stock price a few days before and after the purchase intent was announced and the agreement terms were finalized. The shares issued are not registered and may not be sold without the consent of CEDC for six months subsequent to the acquisition date. 18 Central European Distribution Corporation Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Amounts in columns expressed in thousands of USD) (2). DAMIANEX S.A. On April 22, 2002, the CEDC group purchased the outstanding shares of Damianex S.A. Total consideration for the acquisition consisted of the following: Cash consideration to stockholders $ 7,138 *152,996 shares of CEDC common stock 1,634 Acquisition costs (estimated) 317 ---------- $ 9,089 ========== * CEDC's common stock was valued at the average stock price a few days before and after the agreement terms were finalized. The shares issued are not registered and may not be sold without the consent of CEDC for one year subsequent to the acquisition date. The sellers were granted an option to sell the acquired CEDC stock ("Put Option") back to the Company at a price of $12.00 per share during the period from April 23, 2003 to April 29, 2003. The discount between the value of CEDC's stock and the option price will be accreted over the 12 months by a charge to retained earnings (reduction of earnings available to common stockholders when calculating earnings per share). If the put lapses, the shares will be transferred to equity at the accreted value. If the shares are purchased by the Company they will be treated as treasury shares. These shares have been disclosed in the pro forma condensed combined balance sheet as temporary equity above stockholders' equity. Prior to the exercise option period (April 23, 2003 to April 29, 2003) these shares will be considered in the calculation of diluted earnings per share (unless they are anti-dilutive). As part of the Agreement, approximately $3,200,000 was transferred to an escrow account. The funds in the escrow account will be paid to the sellers when CEDC receives approval from the Polish Government in regards to the ownership of the real estate element of the transaction (estimated to be approximately 3 months). If approval is not received, the real estate will be separated from the Company and sold to a mutually agreed upon third party for a mutually agreed price. As part of the sale of the real estate, a lease agreement would be established for a period of three to five years with the buyers which shall not exceed the market price applicable in the region. If the real estate is not sold within six months from the day the Polish Government informs the parties of its refusal, the funds in the escrow account will be transferred back to CEDC with 50% of the interest earned on the escrowed amount. 19 Central European Distribution Corporation Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Amounts in columns expressed in thousands of USD) C. DETERMINATION OF GOODWILL (1) AGIS S.A. In connection with the preparation of the pro forma condensed combined balance sheet information at December 31, 2001, the book values of certain assets were adjusted to estimated fair values as follows: Cost of acquisition $6,971 Historical net book value at December 31, 2001 *597 **Other current liabilities (131) --------- $6,505 ***(108) --------- Preliminary goodwill $6,397 ========= * Assuming the AGIS acquisition was finalized on December 31, 2001, the historical net book of $2,009,000 has been reduced to reflect a dividend declared in April 2002 in regards to prior year earnings for the amount of approximately $1,412,000. **Assuming the acquisition was finalized on December 31, 2001, the goodwill was adjusted to reflect the estimated acquired goodwill determined as of April 24, 2002. *** This amount relates to the elimination of deferred income (net of tax) in regards to the sale of real estate as described in Note I. The $108,000 deferred gain would never be recognized in the consolidated financial statements of CEDC as it was pre-acquisition. Prior to the finalization of the business combination agreement all the real estate (land and buildings) and certain vehicles were sold to the former shareholders, see Note I. CEDC believes fair market value of the remaining assets is equal to their carrying values, this will be confirmed upon finalization of the appraisal of business combination assets. (2) DAMIANEX S.A. The book values of certain assets of the Damianex S.A. acquisition were adjusted to estimated fair values as follows (assuming the Polish Government approves the real estate element of the transaction): Cost of acquisition $ 9,089 Historical net book value at December 31, 2001 *2,831 To increase land to estimated fair value ***165 To increase buildings to estimated fair value ***203 To record deferred taxes on increase of book values of land and buildings ***(92) Other current assets **318 -------- --------- Preliminary goodwill $ 5,664 =========
* Assuming the Damianex acquisition was finalized on December 31, 2001, the historical net book has been reduced to reflect a dividend declared in April 2002 in the amount of $740,000. ** Assuming the acquisition was finalized on December 31, 2001, the goodwill was adjusted to reflect the estimated acquired goodwill determined as of April 22, 2002. *** Assuming the Polish Government approves the real estate element of the transaction. 20 Central European Distribution Corporation Notes to the Unaudited Pro Forma Condensed Combined Financial Information Amounts in columns expressed in thousands of USD In accordance with SFAS 142, goodwill is no longer amortized. The allocation of the excess purchase price to goodwill may be revised when the Company receives the independent valuations in regards to the acquisitions (Damianex S.A. and AGIS S.A.) of the tangible and intangible business assets acquired and upon completion of the escrow period for the Damianex S.A. acquisition and final determination of the purchase price for AGIS for the effects of old accounts receivable. CEDC does not expect material adjustments from the completion of this process. D. FINANCING OF ACQUISITIONS The Company secured additional long-term borrowings of approximately $4,300,000 to finance the acquisitions. The interest rate on the additional borrowings is LIBOR plus 2%. The average LIBOR plus 2% rate for 2001 was approximately 4.25%. The Company allocated $1,800,000 and $2,500,000 of additional borrowing for the purchases of AGIS S.A. and Damianex S.A., respectively. The additional interest expense for AGIS S.A. in regards to the pro forma condensed combined income statement information is approximately $77,000 for the year end December 31, 2001. The additional interest expense for Damianex S.A. in regards to the pro forma condensed combined income statement information is approximately $106,000 for the year ended December 31, 2001. The loan is repayable in quarterly installments commencing during the second quarter of 2003. On March 28, 2002, CEDC finalized the private placement of 800,000 shares of the Company's common stock. The Company received approximate net proceeds of $7,543,000 from this private placement, of which $7,543,000 was used as follows: Acquisition of Damaniex S.A. $4,638 Acquisition of AGIS S.A. 2,768 Other 137 --------- $7,543 ========= For convenience, the pro forma adjustments in regards to the common stock par value $8,000 and other costs of $137,000 related to the private placement offering have been included in the pro forma column for the Damianex acquisition. E. ELIMINATION OF ACQUIRED COMPANIES SHAREHOLDERS' EQUITY ACCOUNTS
AGIS S.A. Damianex S.A. December 31, 2001 December 31, 2001 --------------------- -------------------- Common Stock $ 229 $1,739 Retained earnings 1,780 1,727 Accumulated other comprehensive loss, (net of tax) - 105 --------------------- -------------------- $ 2,009 $3,571 ===================== ====================
21 Central European Distribution Corporation Notes to the Unaudited Pro Forma Condensed Combined Financial Information Amounts in columns expressed in thousands of USD (except per share data) F. PROFORMA EXPENSE ADJUSTMENTS (1). CEDC did not acquire any of the AGIS buildings. As a result CEDC entered into lease agreements with the former shareholders of AGIS to lease the buildings for an unspecified period. This pro forma entry reflects the elimination with respect to the depreciation of the buildings and the addition of rent expense on the lease referred to above. Depreciation in the amount of $16,000 has been reduced for the year ended December 31, 2001. Rent expense of $216,000 has been recognized for the year ended December 31, 2001. Additionally, real estate taxes and maintenance costs applicable to the buildings were eliminated, the expenses eliminated were $41,000 for the year ended December 31, 2001. (2). Damianex S.A. - The increase in the fair market values of the acquired buildings subsequently increased the depreciation expense for the year ended 2001. The depreciation expense was calculated based on the estimated average remaining life of buildings (approximately 20 years) which is approximately 5%. The additional depreciation expense for the year ended December 31, 2001 is approximately $10,000. G. PRO FORMA INCOME TAX ADJUSTMENTS
AGIS S.A. Damianex S.A. Year ended December 31, Year ended December 31, 2001 2001 ----------------------- ----------------------- Interest expense $ 77 $ 106 Rent expense 216 - Real estate tax and repairs and maintenance (41) - Depreciation (16) 10 ----------------------- ----------------------- Additional tax deductible expenditures 236 116 Tax rate for period 28% 28% ----------------------- ----------------------- Total pro forma tax expense $ 66 $ 33 ======================= ======================= Goodwill is not tax deductible.
H. PERSONNEL REDUCTIONS CEDC's management does not presently anticipate any significant personnel reductions as a result of the acquisitions. I. SALE OF REAL ESTATE As part of the AGIS purchase agreement, all the real estate in the Company was sold to the former shareholders. The amount received in excess of the carrying value of the real estate of $150,000 (net of tax) was recorded as a reduction of the purchase price. 22 Central European Distribution Corporation Notes to the Unaudited Pro Forma Condensed Combined Financial Information Amounts in columns expressed in thousands of USD (except per share data) J. PRO FORMA NET INCOME PER SHARE INFORMATION Pro forma net income per share information considers the effects of shares issued in connection with the transaction as though they were outstanding during the periods presented. The shares used for these calculations were as follows: Year end December 31, 2001 ------------------------- Historical Pro forma ---------- --------- Basic 4,359 *5,332 Dilutive 4,447 **5,420 * Includes the following: 800,000 common shares issued in regards to the private placement offering 172,676 common shares issued in regards to the AGIS acquisition ** The pro forma diluted earnings per share are calculated using the pro forma shares indicated above. The pro forma diluted earnings per share calculation does not include the 161,380 incremental shares as a result of applying the reverse treasury stock method to the 152,996 common shares with attached put options issued in connection with the Damianex acquisition. The result of this is anti-dilutive. As discussed in Note B2, the discount of the fair value of the put options in regards to the 152,996 shares issued for the purchase of Damianex will be accreted over the 12 months by a charge to retained earnings (reduction of earnings available to common stockholders when calculating earnings per share). For purposes of the calculation of pro forma basic earnings per share for the year ended December 31, 2001, net income disclosed in the pro forma condensed combined income statement has been reduced by full accretion of the discount of $202,000, resulting in earnings available to common stockholders of $4,779,000. This amount is divided by the pro forma basic and diluted shares shown above to arrive at pro forma earnings per share for the year ended December 31, 2001. 23 (c) List of Exhibits 2.2. Shares Purchase Agreement for Agis dated April 24, 2002 23 Consent of Ernst & Young Audit Sp. z o.o. 24 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Central European Distribution Corporation (Registrant) /s/ James Archbold June 3, 2002 James Archbold Vice President and Corporate Secretary 25 EX-2.2 3 dex22.txt SHARES PURCHASE AGREEMENT FOR AGIS DATED 4/24/2002 Exhibit 2.2 Share Purchase Agreement Signed on the 24 of April 2002 by and between: 1. Carey Agri International Poland Sp. z o.o. ("Carey Agri") whose registered seat is at ul. Bokserska 66A, 02-690 Warsaw, Poland, represented by William V.Carey, 2. Central European Distribution Corporation ("CEDC") whose registered seat is at 1343 Main Street, # 301, Sarasota, Florida 34236 USA, represented by William V.Carey, (jointly referred to as the "Buyers") and 3. Jacek Luczak domiciled at ul. Krakowska 2, 87-100 Torun, Poland 4. Slawomir Wisniewski domiciled at Kowalki 75, 87-500 Rypin, Poland (jointly referred to as the "Sellers") RECITALS A. The Sellers holds 100 percent of the share capital ("Shares") in AGIS S.A. ("Company") whose registered seat is at Szosa Chelminska 26, 87-100 Torun, Poland, registered with the National Court Register of the District Court in Torun under KRS number 000010340. B. The Sellers have agreed to sell to the Buyers all the Shares in the Company. C. The Sellers and the Buyers concluded on 13 February 2002 the Letter of Intent ("Letter of Intent"). All actions and conditions defined in the Letter of Intent, in accordance with the conclusion of this Agreement, have been fulfilled. 1. DEFINITIONS In this Agreement the following expressions shall be taken to mean as follows: "Company" - shall mean Agis S.A. "Shares" - shall mean 25.000 of the Company bearer shares with face value of PLN 100 each share, constituting the entire share capital of the Company. "Price" - shall mean the purchase price of 100% of the Shares in the Company, as defined in clause 3.1 of this Agreement. "Closing Date" - shall mean the day of signing the Share Purchase Agreement. Share Purchase Agreement Private & Confidential ----------------------------------------------------------------------- "CEDC Stock" - shall mean the shares of Central European Distribution Corporation, a company listed on NASDAQ in the United States of America, number and value of which is defined in clause 3.3. and 3.5.1. of this Agreement. 2. SALE AND PURCHASE 2.1. Upon the terms and subject to the conditions contained in this Agreement the Sellers agree to sell and the Buyers agree to buy, acquiring the Shares free of any liens, encumbrances and third party rights. 2.2. Carey Agri shall purchase 60 % (i.e.15.000) of the Company Shares and CEDC shall purchase 40% (i.e.10.000) of the Company Shares. 3. PURCHASE PRICE 3.1. The purchase price for the Shares shall be PLN 26,903,708.00 ("Price"). 3.2. PLN 18,728,708.00 shall be paid in cash. 3.3. PLN 8,175,000.00 shall be paid in CEDC Stock. 3.4. The Buyers shall make the cash payment mentioned in clause 3.2 to the Sellers on the Closing Date in accordance with the table below: Transfer to: - ---------------------------------------------------------------------------- CEDC Carey Total - ---------------------------------------------------------------------------- Mr. Jacek Luczak 1 293 241,60 8 071 112,40 9 364 354,00 - ---------------------------------------------------------------------------- Mr. Slawomir Wisniewski 1 293 241,60 8 071 112,40 9 364 354,00 - ---------------------------------------------------------------------------- 18 728 708,00 ------------- 3.5. The Buyers shall make the payment mentioned in clause 3.3 to the Sellers in accordance with the following conditions: 3.5.1. The number of CEDC Stock Shares (172 676) to be received by the Sellers was based on 180 days average CEDC Stock price before the Closing Date being $1,7241, calculated upon the NBP average exchange rate published on the 23/rd/ of April 2002 (table nr 79) being 4,0381 PLN. 3.5.2. The CEDC Stock covering the respective number of shares calculated as in clause 3.5.1 shall be issued to Mr. Slawomir Wisniewski and Mr. Jacek Luczak (86,338 each) and delivered to the Sellers within 30 days from the Closing Date, with the lock-up period of 6 months. Landwell 2 Share Purchase Agreement Private & Confidential ----------------------------------------------------------------------- 4. PRICE ADJUSTMENT 4.1. The Price assumes that the Company's value of receivables being more than 60 days past due (excluding the reserves created in 2001) on the 30 April 2002 shall not exceed the value of 2,400, 000.00 PLN. Verification of receivables on 30 April 2002 shall be made on 20 May 2002. If the value of the receivables over 60 days past due (including reserves created in 2002) is more than 2,400, 000.00 PLN, the Buyer shall reduce the Price by the amount exceeding the above sum. The Buyers will deduct by this amount payment of dividend to be paid to the Sellers on the 31st of May 2002. 4.2. The Sellers guarantee that receivables more than 60 days past due on 30 June 2002 shall be at the same level as on 30 April 2002. Verification of receivables on 30 June 2002 shall be made on 20 July 2002. If the amount of receivables on the 30 June 2002 will be higher the difference will be paid to the Buyer within 7 days. 4.3. If the amount specified in the 4.2. is not paid within 7 days, the Buyers will deduct by this amount payment of dividend which is scheduled to be paid to the Sellers on the 31 July 2002. 5. CLOSING The Closing Date shall be the day of signing of this Agreement. On the Closing Date, the parties shall take the following actions. 5.1. The Sellers shall transfer the Shares to the Buyers by handing over their certificates to the Buyers. 5.2. The Buyers shall transfer the cash portion of the Price mentioned in clause 3.2 to the Sellers, according to the table from clause 3.4, to the following bank accounts:
-------------------------------------------------------------------------------------------- CEDC Carey Bank No. Konta ---------------------------------------------------------------------------------------------------------- Slawomir 5 618 612,40 Kredyt Bank S.A. O/Torun 15001751-101750007863 -------------------------------------------------------------------------------------------- Wisniewski 1 293 241,60 2 452 500,00 BIG Oddzia(3)Milenium w Gdansku 11602202-0028582644 ---------------------------------------------------------------------------------------------------------- Jacek 3 000 000,00 BRE Bank S.A. - mBank 11402004-310215067434 -------------------------------------------------------------------------------------------- Luczak 3 000 000,00 BIG Bank Gdanski IV O/Gdansk 11601322-68136-23-1713972-1 -------------------------------------------------------------------------------------------- 1 293 241,60 2 071 112,40 Kredyt Bank S.A. O/Torun 15001751-101750008857 ----------------------------------------------------------------------------------------------------------
If within 7 days from the Closing Date, the Sellers will not receive stated in the above table cash payment, then the Sellers will be in title to claim the full amount of the payment (18,728, 708.00 PLN) with the interest or alternatively return of the shares. 5.3. The Buyers shall provide the Sellers with the Lock-up Letters ("Lock-up Letters"), and the Sellers shall sign the Lock-up Letters and give them back to the Buyers. The Lock-up Letters are attached as Schedule 1 to this Agreement. 5.4. The Buyers shall cause the Company and the Sellers to execute employment contracts, attached as Schedule 2 to this Agreement. Landwell 3 Share Purchase Agreement Private & Confidential ----------------------------------------------------------------------- 6. ACTIONS AFTER CLOSING 6.1. The Buyers shall deliver to the Sellers the CEDC Stocks as described in clause 3.5 within 30 days from the Closing Date. 6.2. The Buyers shall take over the guarantees issued personally by the Sellers in connection with the existing bank and suppliers' credits of the Company within 90 days from the Closing Date. The parties shall cooperate in good faith to ensure respective consents from the banks (if required). 6.3. The parties agree that representation funds of the Company, after the Closing Date shall be used consistently with the way in which they were used during the period prior to the Closing Date. 6.4. The parties agree that the Sellers are entitled to obtain the dividends for results achieved in the year 2001. The dividend in amount PLN 5,790,900.00 (gross) to be paid to the owners does not exceed 90% of the net profit of Company for the year 2001. The dividend shall be paid to the Sellers in three equal installments in amount of PLN 1,930,300.00 (gross) on the following days: - May 31st 2002 - July 31st 2002 - September 30th 2002 6.5. The parties agree that there shall not be any dividend paid out to the Sellers for the results achieved during the year 2002 up to the Closing Date. 6.6. Within 3 months from the Closing Date the parties shall agree a Bonus Scheme for the Sellers based on their performance under the CEDC bonus scheme. The principles used for calculation of the performance bonus shall be attached in the form of Schedule 5 to this Agreement. 7. REPRESENTATIONS AND WARRANTIES OF THE SELLERS The Sellers hereby jointly and severally represent and warrant to the Buyers that each of the following representations and warranties is true and accurate: 7.1. The Company has been duly organized and validly exists under the laws of the Republic of Poland. 7.2. The Shares have been duly created and are fully paid and free and clear of any and all liens, encumbrances, pledges and third party rights. 7.3. The transfer of the Shares to the Buyers shall not give a legal reason to any third party to terminate or modify any agreements to which the Company is a party. As of the date of signing this Agreement the Sellers are unaware of any intent by suppliers or customers to stop co-operation with the Company. Landwell 4 Share Purchase Agreement Private & Confidential ----------------------------------------------------------------------------- 7.4. The execution of this Agreement and the performance of the obligations set forth herein have been duly authorized by the Sellers and will not result in violation of any law, decree or regulation, any contract to which either of the Sellers is a party, or by which it or its property may be bound, any judgment of any court, or any permit or approval of any governmental agency; 7.5. This Agreement constitutes a valid and legally binding obligation of the Sellers, enforceable in accordance with its terms. 7.6. The Sellers caused that the trademark "AGIS" registered in the Patent Office under No.102870 has been transferred to the Company and caused that application on re-registration of the trademark in the Patent Office for the benefit of the Company was submitted. The copy of registration certificate of trademark is attached as Schedule 3 to this Agreement. 7.7. The land and buildings owned by the Company have been sold before the Closing Date to the third parties for the price of PLN 4,107,885.72. Full payment for land and buildings to the Company shall be realized within 7 days from the Closing Date. If the payment, or part thereof, for land and buildings is not realized within the above term, then the respective amount shall be deducted from dividends to be paid to the Sellers according to clause 6.4. The above deduction shall also include a statutory interest calculated on the payment (or part thereof) from the 1 May 2002 until the day of the respective setoff. The Company and party purchasing the land and buildings have paid the tax on civil law transactions connected with purchasing of the land and buildings calculated on amount of PLN 3,062,000.00, 50% each. 7.8. The right to purchase the warehouse in Brodnica, owned by the Company has been sold to the Sellers before the Closing Date, for the price of PLN 143,077.44. The Company and the Sellers 50% each have paid cost of the tax on civil law transactions an notary fees connected with purchasing of the rights. 7.9. Real property needed for current operation of the Company have been leased to the Company under the agreed terms. Lease Agreements are attached as Schedule 4 to this Agreement. 7.10. From the conclusion date of the Letter of Intent until the Closing Date, the Company's business continued in the normal course, consistent with the way the business had been run during the period prior to the date of the Letter of Intent. The Company did not raise the employee salaries above the levels prevailing on 1 December 2001, increased by the inflation rate (5%) and did not acquire or dispose of any fixed assets with a value exceeding PLN 20,000.00 without written consent of the Buyers, excluding the Company's land and buildings, the Company's rights to purchase the warehouse in Brodnica, and two Company cars - Dodge Van valued at approx. PLN 45,000.00 and Pontiac Van valued at approx. PLN 30,000.00. The Sellers acknowledge that the Buyers enter into this Agreement based on the assumption of full truth and accuracy of the above statements. Landwell 5 Share Purchase Agreement Private & Confidential --------------------------------------------------------------------------- 8. REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers hereby represent and warrant to the Sellers as follows: 8.1. CEDC has been duly organized and validly exists under the laws of the State of Delaware and has the power and authority to execute the transaction contemplated herein; 8.2. Carey Agri has been duly organized and validly exists under the laws of Poland and has the power and authority to execute the transaction contemplated herein; 8.3. The execution of this Agreement and the performance of the obligations set forth herein have been duly authorized by the Buyers and will not result in violation of any law, decree or regulation, any contract to which either of the Buyers is a party, or by which it or its property may be bound, any judgment of any court, or any permit or approval of any governmental agency; 8.4. This Agreement constitutes a valid and legally binding obligation of the Buyers, enforceable in accordance with its terms. 9. INDEMNITY The Sellers shall, for an unlimited period of time assume the liability and shall indemnify the Company and/or the Buyers for any payment of tax or debts resulting from any tax control or legal proceedings concerning the Company's activity before the Closing Date. 10. NON - COMPETITION COVENANT During three years from the Closing Date, each of the Sellers should not be involved in any business which competes with that of the Company, or in particular, participate in competitive partnerships and companies as a partner, a shareholder or a member of their governing bodies, except for the Seller's participation in publishing of the trade magazine "Rynki Alkoholowe". In the case of a breach of this obligation by any of the Sellers, the employment contracts of this Seller may be terminated with immediate effect, and this Seller shall pay to the Buyers a contractual penalty equal to USD 250,000.00 for each case of breach. 11. NOTIFICATIONS All notices and communications required or permitted under this Agreement shall be sufficiently given if personally delivered with acknowledgement of receipt or sent by registered letter or by return telex: To the Buyers: -------------- Carey Agri International Poland Sp. z o.o. ul. Bokserska66A, 02-690 Warszawa,Polska, Landwell 6 Share Purchase Agreement Private & Confidential ------------------------------------------------------------------------- for the attention of William V. Carey. To the Sellers: --------------- Jacek Luczak, ul. Krakowska 2, 87-100 Torun, Poland Slawomir Wisniewski, Kowalki 75, 87-500 Rypin, Poland or to any other address which may be notified in writing by either party to the other in the above form. 12. MISCELLANEOUS 12.1. The Buyers and the Sellers agree that any information concerning this Agreement released to media up to the moment of 3 months after the Closing Date shall be previously agreed by both parties. 12.2. Any legal, financial and consulting expenses of the Sellers in relation to the transaction must be borne solely by the Sellers. The Buyers shall be responsible for their own expenses. 12.3. The cost of the tax on civil law transactions calculated in amount of 1% of the Price shall be borne by both parties, 50% each. 12.4. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Poland. 12.5. Any and all disputes arising in connection with this Agreement shall be settled by the Arbitration Court of the Polish Chamber of Commerce in accordance with its rules of proceedings. Arbitration proceedings shall be held in Warsaw and shall be conducted in Polish. 12.6. This Agreement has been executed in four counterparts in English and four counterparts in Polish, one counterpart of each language version for each Party. The Polish language version shall prevail where there is any difference between the English and Polish language versions. Signed by: Central European Distribution Corporation /s/ William V. Carey Chairman of the Board, President and Chief Executive Officer Carey Agri International Sp. z o.o. /s/ William V. Carey Chairman of the Management Board For the Buyers Signed by: /s/ Jacek Luczak /s/ Slawomir Wisniewski For the Sellers Landwell 7 Share Purchase Agreement Private & Confidential -------------------------------------------------------------------------- Schedules: 1. Lock-up letters, 2. Employment contracts, 3. Copy of registration certificate of trademark, 4. Lease agreements, 5. Bonus scheme. Landwell 8 EX-23 4 dex23.txt CONSENT OF ERNST & YOUNG AUDIT SP.Z.O.O. Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report dated April 24, 2002 with respect to the financial statements of AGIS S.A. at December 31, 2000 and 2001, and for the years then ended, which are included in this form 8-K filed by Central European Distribution Corporation ERNST & YOUNG AUDIT Sp. z o.o. Warsaw, Poland June 1, 2002 26 -----END PRIVACY-ENHANCED MESSAGE-----