8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – May 5, 2009

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-18652710
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania	19004
(Address of Principal Executive Offices)	(Zip Code)

(610) 660-7817

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 5, 2009, Central European Distribution Corporation (the “Company”) issued a press release (the “Release”) announcing, among other things, its financial results for the three months ended March 31, 2009. A copy of the Release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The Release also announced, among other things, that the Company had reconfirmed its full year 2009 net sales and fully diluted earnings per share guidance. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Central European Distribution Corporation on May 5, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
	Chris Biedermann
	Vice President and Chief Financial Officer

Date: May 5, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Central European Distribution Corporation on May 5, 2009.

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Announces First Quarter 2009 Results; Maintains Full Year Guidance

Bala Cynwyd, Pennsylvania May 5, 2009: Central European Distribution Corporation (NASDAQ: CEDC) today announced its results for the first quarter of 2009. Driven primarily by a 32% average devaluation of its primary functional currencies (Polish Zloty, Russian Ruble and Hungarian Forint) as compared to the U.S. Dollar from the same period in 2008, Net Sales for the three months ended March 31, 2009 were $217.9 million as compared to $313.6 million reported for the same period in 2008.

On a comparable basis, CEDC announced net income of $9.8 million, or $0.21 per fully diluted share, for the first quarter of 2009, as compared to $12.1 million, or $0.29 per fully diluted share, for the same period in 2008, which represents a 28% decline driven primarily by the 32% average devaluation of our primary functional currencies described above. The net loss on a U.S. GAAP basis (as hereinafter defined) for the quarter was $87.7 million or $1.83 per fully diluted share, as compared to a net profit of $18.3 million or $0.44 per fully diluted share, for the same period in 2008. The major difference between the U.S. GAAP net income and comparable non- GAAP net income reflects unrealized foreign exchange movements relating to our foreign currency denominated debt. For a reconciliation of comparable net income to net income reported under United States Generally Accepted Accounting Principles (“U.S. GAAP”), please see the section “Unaudited Reconciliation of Non-GAAP Measures”. The weighted average number of shares used for calculating diluted earnings per share for the first quarter of 2009 was 47.9 million.

William Carey, President and CEO commented, “In light of uncertainties in the global market place and substantial currency movements in the first quarter, as well as high levels of inventory in the market from December 31, 2008 which resulted primarily from year-end excise tax increases in Poland and Russia, we were still able to achieve positive net sales revenues and earnings per share growth assuming constant exchange rates in our primary functional currencies from the same period in 2008. We believe our core underlying business remains solid and we believe we will emerge out of this crisis as a stronger company with fewer competitors.”

Mr. Carey continued, “From an operational overview we continued to focus on reducing low margin third party distribution products from our Polish distribution business, as highlighted in the fourth quarter of 2008. This sales reduction of approximately $17 million as compared to the same period last year, offset with substantial headcount reductions that have recently taken place have resulted in a streamlining of the business that we expect should start to show positive benefits beginning in the second quarter of 2009. Additionally, we continue to benefit from low spirit prices and extremely low wage inflation in both of our key markets, Russia and Poland.”

Mr. Carey continued, “Due to the above mentioned points, we were able achieve a much better profit mix in our overall business, highlighted by the fact that gross margins increased from 21% in the first quarter of 2008 to 28% in the first quarter of 2009 and operating margins improved from 8.1% in the first quarter of 2008 to 9.3% in the first quarter 2009. These margins were also benefited by double digit sales growth in our import and export businesses in Poland and Russia during the same period. Even with the economic downturn, our import business continues to develop and since the second quarter of 2009, we have signed numerous new import contracts, including the Campari portfolio in Hungary and the DeKuyper, Jose Cuervo, Gallo and Borco portfolio in Russia. These additional contracts should continue to strengthen our import business in our key markets.”

Mr. Carey continued, “With our signing on April 24, 2009 with Lion Capital of a new agreement relating to our acquisition of Lion’s equity holding in the Russian Alcohol Group, we will start to consolidate the Russian Alcohol business beginning in the second quarter of 2009. This will be accretive to our overall margins and should enable us to move quickly to realize certain synergies which we estimate could aggregate to approximately $30 million to $40 million, as Lion and CEDC are now aligned for increasing return to CEDC shareholders. Russian Alcohol continues to outperform the market with an increase in market share of 1%-2% since December 2008 from 16% to 17%-18%. We look forward to working closer with the management of the Russian Alcohol Group over the next few years to continue to develop our leading spirit platform in Russia.”

Mr. Chris Biedermann, CFO commented, “In the first quarter, our key focus has been on collection of receivables across all of our markets which has gone very well, and at the same time we have seen inventory in the market reduced to normalized levels at the end of the first quarter. This reduction in inventory and receivables has led to positive contributions to our cash flow for the quarter, which was partially offset with the timing of our excise payments (due to the December 2008 excise tax increase). Overall we had positive cash flow from operations for the quarter which is in line with our full year 2009 objective of $80 million to $100 million of cash flow from operations.”

Mr. Carey continued, “Our key objectives for 2009 remain the same, which are to continue to gain market share, improve margins, actively manage working capital and emerge from the current global crisis as a stronger company.”

The Company has also reconfirmed its full year 2009 net sales guidance of $1.55-$1.68 billion and its full year comparable fully-diluted earnings per share guidance of $2.40 – $2.65.

CEDC has reported net income and fully diluted net income per share in accordance with GAAP and on a non-GAAP basis, referred to in this release as comparable non-GAAP net income. CEDC’s management believes that the non-GAAP reporting giving effect to the adjustments shown in the attached reconciliation provides meaningful information and an alternative presentation useful to investors’ understanding of CEDC’s core operating results and trends. CEDC discusses results and guidance on a comparable basis in order to give investors better insight into underlying business trends from continuing operations. CEDC’s calculation of these measures may not be the same as similarly named measures presented by other companies. These measures are not presented as an alternative to net income computed in accordance with GAAP as a performance measure, and you should not place undue reliance on such measures. A reconciliation of GAAP to non-GAAP measures can be found in the section “Unaudited Reconciliation of Non-GAAP Measures” at the end of this press release.

CEDC is the largest vodka producer in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to many markets around the world, including the United States, England, France and Japan. CEDC also produces and distributes Royal Vodka, the top selling vodka in Hungary, and produces Parliament Vodka, the leading sub-premium vodka in Russia. CEDC also has an equity stake in the Russian Alcohol Group which produces Green Mark, the number one selling vodka in Russia along with Zhuravli, another top-selling sub-premium vodka in Russia.

CEDC also is the leading national distributor of alcoholic beverages in Poland by value, and a leading importer of alcoholic beverages in Poland and Hungary. In Poland, CEDC imports many of the world’s leading brands, including brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Brandy, Remy Martin Cognac, Guinness, Sutter Home wines, Grant’s Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher’s Whisky, Campari, Cinzano, Skyy Vodka and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with such brands as Hennessey, Moet & Chandon and Concha y Toro, among others.

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding our ability to complete our acquisition of Russian Alcohol and expected results of, and synergies relating to, Russian Alcohol. Forward looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by our forward looking statements.

Investors are cautioned that forward looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward looking statements or to make any other forward looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC’s Form 10-K for the fiscal year ended December 31, 2008, including statements made under the captions “Item 1A. Risks Relating to Our Business” and in other documents filed by CEDC with the Securities and Exchange Commission as well as risks arising from current credit market and economic conditions globally and in the markets in which we operate.

Contact:

In the U.S.:

Jim Archbold

Investor Relations Officer

Central European Distribution Corporation

610-660-7817

In Europe:

Anna Załuska

Corporate PR Manager

Central European Distribution Corporation

48-22-456-6001

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

	March 31, 2009			December 31, 2008
ASSETS
Current Assets
Cash and cash equivalents	$	64,295		$	107,601
Accounts receivable, net of allowance for doubtful accounts of $18,752 and $22,156 respectively		250,506			430,683
Inventories		147,155			180,304
Prepaid expenses and other current assets		25,561			22,894
Deferred income taxes		29,682			24,386
Total Current Assets		517,199			765,868
Intangible assets, net		481,482			570,505
Goodwill, net		630,291			745,256
Property, plant and equipment, net		75,614			92,221
Deferred income taxes		19,479			12,886
Equity method investment in affiliates		127,244			189,243
Subordinated intercompany loans		109,845			107,707
		1,443,955			1,717,818
Total Assets	$	1,961,154		$	2,483,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	137,591		$	234,948
Bank loans and overdraft facilities		50,022			109,552
Income taxes payable		665			7,227
Taxes other than income taxes		74,808			125,774
Other accrued liabilities		66,004			80,270
Current portions of obligations under capital leases		1,436			2,385
Total Current Liabilities		330,526			560,156
Long-term debt, less current maturities		174,390			170,510
Long-term obligations under capital leases		1,653			2,194
Long-term obligations under Senior Notes		614,622			633,658
Deferred income taxes		96,669			112,291
Total Long Term Liabilities		887,334			918,653
Redeemable non-controlling interests in Whitehall Group		12,287			33,642
Stockholders’ Equity
Common Stock ($0.01 par value, 80,000,000 shares authorized, 49,444,874 and 47,344,874 shares issued at March 31, 2009 and December 31, 2008, respectively)		494			473
Additional paid-in-capital		816,285			816,490
Retained earnings		98,927			186,588
Accumulated other comprehensive income		(197,263	)		(46,772	)
Less Treasury Stock at cost (246,037 shares at March 31, 2009 and December 31, 2007, respectively)		(150	)		(150	)
Total CEDC Stockholders’ Equity		718,293			956,629
Noncontrolling interests in subsidiaries		12,714			14,606
Total Equity		731,007			971,235
Total Liabilities and Stockholders’ Equity	$	1,961,154		$	2,483,686

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

(Amount in columns expressed in thousands, except share and per share information)

	Three months ended
	March 31, 2009			March 31, 2008
PROFIT AND LOSS
Sales	$	297,759		$	408,080
Excise taxes		(79,867	)		(94,460	)
Net Sales		217,892			313,620
Cost of goods sold		156,730			247,404
Gross Profit		61,162			66,216
Operating expenses		40,856			40,748
Operating Income		20,306			25,468
Non operating income / (expense), net
Interest (expense), net		(11,740	)		(11,785	)
Other financial income / (expense), net		(96,220	)		9,103
Other non operating income / (expense), net		(162	)		140
Income / (loss) before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		(87,816	)		22,926
Income tax benefit / (expense)		17,564			(4,308	)
Equity in net earnings of affiliates		(18,421	)		—
Net income	($	88,673	)	$	18,618
Less: Net loss attributable to noncontrolling interests in subsidiaries		111			(253	)
Less: Net loss attributable to redeemable noncontrolling interests in Whitehall Group		901			—
Net income attributable to CEDC	($	87,661	)	$	18,365
Net income per share of common stock, basic	($	1.83	)	$	0.45
Net income per share of common stock, diluted	($	1.83	)	$	0.44

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

(Amount in columns expressed in thousands)

	Three months ended March 31,
	2009			2008
CASH FLOW
Operating Activities
Net income	($	87,661	)	$	18,365
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		2,743			3,198
Deferred income taxes		(18,029	)		(1,131	)
Minority interests		(1,012	)		253
Unrealized foreign exchange (gains) / losses		90,468			(8,915	)
Cost of debt extinguishment		—			1,156
Stock options expense		964			766
Equity income in affiliates		18,421			—
Other non cash items		1,256			(1,518	)
Changes in operating assets and liabilities:
Accounts receivable		109,159			71,550
Inventories		3,607			3,886
Prepayments and other current assets		(2,688	)		6,344
Trade accounts payable		(58,862	)		(33,920	)
Other accrued liabilities and payables		(57,133	)		(10,656	)
Net Cash provided by Operating Activities		1,233			49,378
Investing Activities
Investment in fixed assets		(572	)		(9,284	)
Proceeds from the disposal of fixed assets		544			1,337
Acquisitions of subsidiaries, net of cash acquired		(7,876	)		(170,959	)
Net Cash used in Investing Activities		(7,904	)		(178,906	)
Financing Activities
Borrowings on bank loans and overdraft facility		9,811			16,763
Payment of bank loans and overdraft facility		(26,137	)		(14,869	)
Payment of Senior Secured Notes		—			(14,445	)
Hedge closure		(1,940	)		—
Movements in capital leases payable		(740	)		(466	)
Net Borrowings on Convertible Senior Notes		—			304,403
Options exercised		—			192
Net Cash provided by Financing Activities		(19,006	)		291,578
Currency effect on brought forward cash balances		(17,629	)		10,909
Net Increase / (Decrease) in Cash		(43,306	)		172,959
Cash and cash equivalents at beginning of period		107,601			87,867
Cash and cash equivalents at end of period	$	64,295		$	260,826

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except share and per share information)

Comparable measures are provided as additional information as management believes this information provides investors with better insight on underlying business trends and results in order to evaluate ongoing financial performance. Descriptions of these items are presented below:

	Three Months Ended March 31,
	2009			2008
GAAP net income/(loss)	$	(87,661	)	$	18,365
A. Foreign exchange impact related to USD and EUR denominated financing		92,033			(7,221	)  (A)
B. Foreign exchange impact related to USD denominated financing of included in equity method investments		18,947			—	(B)
C. Foreign exchange impact related to the USD denominated Convertible Notes issued by the Russian Alcohol Group		(14,094	)		—	(C)
D. Other acquisition related costs		—			269	(D)
E. Cost associated with early retirement of debt		—			548	(E)
F. Impact of adoption of ABP14		627			167	(F)
Comparable non-GAAP net income	$	9,852		$	12,128
Comparable net income per share of common stock, basic		0.21			0.30
Comparable net income per share of common stock, diluted		0.21			0.29

A. Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR financing as a majority of these borrowings have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency. The impact of foreign exchange revaluation will change, which may have a material effect on our financial results.

B. Represents the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of our equity method investments ( Russian Alcohol Group and the MHWH JV) as these entities have the Russian Ruble as their functional currency. CEDC accounts for its investment in the Russian Alcohol Group and the MHWH J.V. under the equity method of accounting and therefore this loss is included in the proportional share of equity earnings recognized by CEDC. The impact of foreign exchange valuation will change, which may have a material effect on our financial results.

C. Represents the non cash net after tax impact of the foreign currency revaluation related to our USD denominated investment in Convertible Notes, issued by the Russian Alcohol Group. The notes were purchased by Carey Agri International who has the Polish Zloty as its functional currency. The impact of foreign exchange revaluation will change, which may have a material effect on our financial results.

D. Represents other miscellaneous costs, directly related to pre-acquisition financing costs related to the Parliament acquisition in 2008.

E. Represents the net after tax impact associated with the retirement of $14 million of the Senior Secured Notes in 2008.

F. In May 2008, the FASB issued FSP APB 14-1, which impacts the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements. FSP APB 14-1 will impact the accounting associated with our $310.0 million senior convertible notes. This FSP requires us to recognize additional non-cash interest expense on a retrospective basis, based on the market rate for similar debt instruments without the conversion feature. Furthermore, it requires recognizing interest expense in prior periods pursuant to the retrospective accounting treatment. FSP APB 14-1 has become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable.

Full Year Guidance, 12 Months Ending December 31,	2009
Range for GAAP Fully Diluted Earnings per Share	$	0.33
	$	0.58
A. Foreign exchange impact related to USD and EUR denominated financing		1.92
B. Foreign exchange impact related to USD denominated financing included in earnings of equity investments		0.39
C. Foreign exchange impact related to the USD denominated Convertible Notes issued by the Russian Alcohol Group		(0.29	)
D. Impact of adoption of FSP APB 14-1		0.05
Range for Comparable non-GAAP Fully Diluted Earnings per Share	$	2.40
	$	2.65

A. Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR financing as a majority of these borrowings have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency. The impact of foreign exchange revaluation is presented based upon amounts reported for the first quarter of 2009 and is inherently unpredictable. We have not forecasted the further impact thereof through the remainder of the year; changes in foreign exchange revaluation may have a material effect on our financial results.

B. Represents the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of our equity method investments ( Russian Alcohol Group and the MHWH JV) as these entities have the Russian Ruble as their functional currency. CEDC accounts for its investment in the Russian Alcohol Group and the MHWH J.V. under the equity method of accounting and therefore this loss is included in the proportional share of equity earnings recognized by CEDC. The impact of foreign exchange revaluation is presented based upon amounts reported for the first quarter of 2009 and is inherently unpredictable. We have not forecasted the further impact thereof through the remainder of the year; changes in foreign exchange revaluation may have a material effect on our financial results.

C. Represents the net after tax impact of the foreign currency revaluation related to our USD denominated investment in Convertible Notes, issued by the Russian Alcohol Group. The notes were purchased by Carey Agri International who has the Polish Zloty as the functional currency. The impact of foreign exchange revaluation is presented based upon amounts reported for the first quarter of 2009 and is inherently unpredictable and we have not forecasted the further impact thereof through the remainder of the year; changes in foreign exchange revaluation may have a material effect on our financial results.

D. In May 2008, the FASB issued FSP APB 14-1, which impacts the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements. FSP APB 14-1 will impact the accounting associated with our $310.0 million senior convertible notes. This FSP requires us to recognize additional non-cash interest expense on a retrospective basis, based on the market rate for similar debt instruments without the conversion feature. Furthermore, it requires recognizing interest expense in prior periods pursuant to the retrospective accounting treatment. FSP APB 14-1 has become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable.