UNITED STATES
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) August 4, 2011
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 0-24341 | 54-1865271 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
3000 Atrium Way, Suite 265 Mount Laurel, New Jersey |
08054 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(856) 273-6980
(Registrants 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 August 4, 2011, Central European Distribution Corporation (the Company) issued a press release (the Release) announcing, among other things, its financial results for the three months ended June 30, 2011. 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 announced, among other things, that the Company had updated its full year 2011 net sales guidance from $880 - $1,080 million to $850 - $1,050 million and its full year comparable fully-diluted earnings per share guidance from $1.05 - $1.25 to $0.80 - $1.00. 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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | Press Release issued by Central European Distribution Corporation on August 4, 2011. |
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: August 4, 2011
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release issued by Central European Distribution Corporation on August 4, 2011. |
Exhibit 99.1
Central European Distribution Corporation Announces Second Quarter 2011 Results; Updates Full Year 2011 Net Sales and Fully Diluted Earnings per Share Guidance
Mt. Laurel, New Jersey, August 4, 2011: Central European Distribution Corporation (NASDAQ: CEDC) today announced its results for the second quarter of 2011. Net sales for the three months ended June 30, 2011 were $212.0 million as compared to $175.6 million reported for the same period in 2010. Operating profit on a comparable basis for the second quarter 2011 was $20.7 million as compared to $44.7 million for 2010. On a comparable basis, CEDC announced a net loss, excluding discontinued operations of $6.7 million, or $0.09 per fully diluted share, for the second quarter of 2011, as compared to net income of $17.6 million, or $0.25 per fully diluted share, for the same period in 2010. CEDC also announced net profit on a U.S. GAAP basis (as hereinafter defined), excluding discontinued operations, for the quarter of $3.0 million or $0.04 per fully diluted share, as compared to net loss of $70.1 million or $1.00 per fully diluted share, for the same period in 2010.
Operating profit on a U.S. GAAP basis for the second quarter 2011 was $16.8 million as compared to $41.2 million for 2010. The number of fully diluted shares used in computing the earnings per share was 72.5 million for 2011 and 70.4 million for 2010. For a complete reconciliation of comparable net income to net income reported under United States Generally Accepted Accounting Principles (U.S. GAAP) and comparable operating profit to operating profit reported under U.S. GAAP, please see the section Unaudited Reconciliation of Non-GAAP Measures.
William Carey, President and CEO commented, We were pleased to see the continued development of our Polish business delivering strong double digit volume growth of our domestic vodka, import and export volumes. Zubrowka Biala continues to take share and reached 6.4% market share in June 2011. We expect to see improvement in value versus volume growth in the 2nd half of the year and as we cycle through a normalized 4th quarter we believe we will start to see significant improvement in our top to bottom line performance.
William Carey, President and CEO continued, Our Russian business continues to be challenged primarily as a result of the re-licensing process that is impacting spirit producers and wholesalers. We have successfully finished all of our re-licensing as a producer/wholesaler, but continue to see problems within our client base of wholesalers, who continue to struggle through this licensing process, which is affecting our route to market. We have signed up a significant number of new wholesalers to offset some of this disruption and would expect that by the end of August that these issues will be behind us. We are also seeing the effects of the new government regulations regarding payment of spirit excise. We believe the regulations will increase the transparency of the market. The new regulations take effect on September 1, 2011, and generate a 35% increase to the cost of spirit, as well as higher financing costs related to longer excise guarantees. We expect these additional costs to be approximately $11 million for the 2nd half of 2011. We believe these regulations will result in a faster consolidation of the market place, whereby smaller players might find it difficult to meet the more stringent requirements of these new government regulations.
William Carey, President and CEO continued, We are also looking forward to the 2nd half of the year in Russia. We have numerous projects planned, including a re-launch of our biggest brand, Green Mark, and restyling of Zhuravli, as well closing one of our production plants and opening a new trading house in Siberia. These projects are all scheduled for the 3rd quarter of 2011. As we cycle off of a weak 2nd half of 2010, together with planned price increases in the 3rd quarter of 2011 and our expectation that relicensing issues with our customers will subside in the 3rd quarter of 2011, we expect to see strong comparable growth of top and bottom line during the 2nd half of 2011.
Due to the various factors as discussed above, the Company is revising its full year 2011 net sales guidance from $880-$1,080 million to $900-$1,050 million and its full year comparable fully-diluted earnings per share guidance from $1.05-$1.25 to $0.80-$1.00.
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 net income. CEDCs 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 CEDCs 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. CEDCs 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 one of the largest producers of vodka in the world and Central and Eastern Europes largest integrated spirit beverage business. CEDC produces the Green Mark, Absolwent, Zubrowka, Bols, Parliament, Zhuravli, Royal and Soplica brands, among others. CEDC currently exports its products to many markets around the world, including the United States, England, France and Japan.
CEDC also is a leading importer of alcoholic beverages in Poland, Russia and Hungary. In Poland, CEDC imports many of the worlds leading brands, including brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa
Liqueur, Rémy Martin Cognac, Sutter Home wines, Grants Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teachers Whisky, Campari, Cinzano, and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with such brands as 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 expected sales and earnings guidance, the anticipated acquisition of production and distribution or other regulatory licenses, the impact of government regulations and expectations regarding consumer demand for our products and expected results of, and synergies relating to, our Russian businesses. Forward looking statements are based on our knowledge of facts as of the date hereof and 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 CEDCs Form 10-K for the fiscal year ended December 31, 2010, 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.
Contact:
In the U.S.:
Jim Archbold
Investor Relations Officer
Central European Distribution Corporation
856-273-6980
In Europe:
Anna Załuska Corporate PR Manager
Central European Distribution Corporation
48-22-456-6000
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
Amounts in columns expressed in thousands
(Except share information)
June 30, 2011 (unaudited) |
December 31, 2010 |
|||||||
ASSETS | ||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 126,534 | $ | 122,324 | ||||
Accounts receivable, net of allowance for doubtful accounts of $34,586 and $20,357 respectively |
304,290 | 478,379 | ||||||
Inventories |
137,407 | 93,678 | ||||||
Prepaid expenses and other current assets |
64,603 | 35,202 | ||||||
Deferred income taxes |
94,473 | 80,956 | ||||||
Debt issuance costs |
2,884 | 2,739 | ||||||
|
|
|
|
|||||
Total Current Assets |
730,191 | 813,278 | ||||||
Intangible assets, net |
699,127 | 627,342 | ||||||
Goodwill, net |
1,869,558 | 1,450,273 | ||||||
Property, plant and equipment, net |
224,768 | 201,477 | ||||||
Deferred income taxes |
42,625 | 44,028 | ||||||
Equity method investment in affiliates |
0 | 243,128 | ||||||
Debt issuance costs |
15,110 | 16,656 | ||||||
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|
|
|||||
Total Non-Current Assets |
2,851,188 | 2,582,904 | ||||||
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|
|||||
Total Assets |
$ | 3,581,379 | $ | 3,396,182 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Current Liabilities |
||||||||
Trade accounts payable |
$ | 81,931 | $ | 114,958 | ||||
Bank loans and overdraft facilities |
65,375 | 45,359 | ||||||
Income taxes payable |
1,190 | 5,102 | ||||||
Taxes other than income taxes |
114,435 | 182,232 | ||||||
Other accrued liabilities |
44,160 | 55,070 | ||||||
Current portions of obligations under capital leases |
916 | 758 | ||||||
Deferred consideration |
0 | 5,000 | ||||||
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|
|
|
|||||
Total Current Liabilities |
308,007 | 408,479 | ||||||
Long-term debt, less current maturities |
21,592 | 0 | ||||||
Long-term obligations under capital leases |
892 | 1,175 | ||||||
Long-term obligations under Senior Notes |
1,301,942 | 1,250,758 | ||||||
Long-term accruals |
2,368 | 2,572 | ||||||
Deferred income taxes |
185,021 | 168,527 | ||||||
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|
|
|||||
Total Long-Term Liabilities |
1,511,815 | 1,423,032 | ||||||
Stockholders Equity |
||||||||
Common Stock ($0.01 par value, 120,000,000 shares authorized, 72,732,559 and 70,752,670 shares issued at June 30, 2011 and December 31, 2010, respectively) |
727 | 708 | ||||||
Additional paid-in-capital |
1,368,202 | 1,343,639 | ||||||
Retained earnings |
164,385 | 160,250 | ||||||
Accumulated other comprehensive income |
228,393 | 60,224 | ||||||
Less Treasury Stock at cost (246,037 shares at June 30, 2011 and December 31, 2010, respectively) |
(150 | ) | (150 | ) | ||||
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|
|
|
|||||
Total Stockholders Equity |
1,761,557 | 1,564,671 | ||||||
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|
|||||
Total Liabilities and Stockholders Equity |
$ | 3,581,379 | $ | 3,396,182 | ||||
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|
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
Amounts in columns expressed in thousands
(Except per share information)
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Sales |
$ | 440,001 | $ | 379,874 | $ | 776,140 | $ | 710,768 | ||||||||
Excise taxes |
(228,044 | ) | (204,277 | ) | (407,472 | ) | (385,365 | ) | ||||||||
Net sales |
211,957 | 175,597 | 368,668 | 325,403 | ||||||||||||
Cost of goods sold |
126,715 | 87,119 | 224,089 | 162,793 | ||||||||||||
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Gross profit |
85,242 | 88,478 | 144,579 | 162,610 | ||||||||||||
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|
|||||||||
Operating expenses |
68,418 | 47,252 | 126,295 | 96,130 | ||||||||||||
Gain on remeasurement of previously held equity interests |
0 | 0 | (7,898 | ) | 0 | |||||||||||
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|
|
|
|||||||||
Operating income |
16,824 | 41,226 | 26,182 | 66,480 | ||||||||||||
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Non operating income / (expense), net |
||||||||||||||||
Interest income / (expense), net |
(28,361 | ) | (26,423 | ) | (55,213 | ) | (52,099 | ) | ||||||||
Other financial income / (expense), net |
18,748 | (111,698 | ) | 49,794 | (76,786 | ) | ||||||||||
Other non operating income / (expense), net |
(2,661 | ) | 6,638 | (3,637 | ) | (11,352 | ) | |||||||||
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Income / (loss) before taxes and equity in net income from unconsolidated investments |
4,550 | (90,257 | ) | 17,126 | (73,757 | ) | ||||||||||
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Income tax benefit / (expense) |
(1,536 | ) | 17,918 | (4,177 | ) | 14,748 | ||||||||||
Equity in net income / (losses) of affiliates |
0 | 2,265 | (8,814 | ) | 444 | |||||||||||
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Income / (loss) from continuing operations |
3,014 | (70,074 | ) | 4,135 | (58,565 | ) | ||||||||||
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Discontinued operations |
||||||||||||||||
Loss from operations of distribution business |
0 | (7,963 | ) | 0 | (42,685 | ) | ||||||||||
Income tax benefit / (expense) |
0 | 41 | 0 | (110 | ) | |||||||||||
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Loss on discontinued operations |
0 | (7,922 | ) | 0 | (42,795 | ) | ||||||||||
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Net income / (loss) |
3,014 | (77,996 | ) | 4,135 | (101,360 | ) | ||||||||||
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Income / (loss) from continuing operations per share of common stock, basic |
$ | 0.04 | ($ | 1.00 | ) | $ | 0.06 | ($ | 0.84 | ) | ||||||
Income / (loss) from discontinued operations per share of common stock, basic |
$ | 0.00 | ($ | 0.11 | ) | $ | 0.00 | ($ | 0.61 | ) | ||||||
Net income / (loss) from operations per share of common stock, basic |
$ | 0.04 | ($ | 1.11 | ) | $ | 0.06 | ($ | 1.45 | ) | ||||||
Income from continuing operations per share of common stock, diluted |
$ | 0.04 | ($ | 1.00 | ) | $ | 0.06 | ($ | 0.84 | ) | ||||||
Income / (loss) from discontinued operations per share of common stock, diluted |
$ | 0.00 | ($ | 0.11 | ) | $ | 0.00 | ($ | 0.61 | ) | ||||||
Net income / (loss) from operations per share of common stock, diluted |
$ | 0.04 | ($ | 1.11 | ) | $ | 0.06 | ($ | 1.45 | ) |
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
Amounts in columns expressed in thousands
Six months ended June 30, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities of continuing operations |
||||||||
Net income / (loss) |
$ | 4,135 | ($ | 101,360 | ) | |||
Adjustments to reconcile net income / (loss) to net cash provided by operating activities: |
||||||||
Net loss from discontinued operations |
0 | 42,795 | ||||||
Depreciation and amortization |
10,765 | 8,389 | ||||||
Deferred income taxes |
(4,216 | ) | (20,305 | ) | ||||
Unrealized foreign exchange gains |
(50,732 | ) | 82,679 | |||||
Cost of debt extinguishment |
0 | 14,114 | ||||||
Stock options fair value expense |
1,336 | 1,672 | ||||||
Dividends received |
0 | 11,399 | ||||||
Equity (income)/loss in affiliates |
8,814 | (444 | ) | |||||
Gain on fair value remeasurement of previously held equity interest |
(6,397 | ) | 0 | |||||
Other non cash items |
2,803 | 11,919 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
270,364 | 149,610 | ||||||
Inventories |
(2,353 | ) | 3,890 | |||||
Prepayments and other current assets |
(18,887 | ) | (4,750 | ) | ||||
Trade accounts payable |
(83,383 | ) | (42,918 | ) | ||||
Other accrued liabilities and payables |
(89,111 | ) | (114,152 | ) | ||||
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Net cash provided by operating activities from continuing operations |
43,138 | 42,538 | ||||||
Cash flows from investing activities of continuing operations |
||||||||
Purchase of fixed assets |
(3,181 | ) | (1,306 | ) | ||||
Purchase of intangibles |
(693 | ) | 0 | |||||
Changes in restricted cash |
0 | 481,419 | ||||||
Purchase of trademarks |
(17,473 | ) | (6,000 | ) | ||||
Acquisitions of subsidiaries, net of cash acquired |
(24,124 | ) | (135,964 | ) | ||||
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Net cash provided by / (used in) investing activities from continuing operations |
(45,471 | ) | 338,149 | |||||
Cash flows from financing activities of continuing operations |
||||||||
Borrowings on bank loans and overdraft facility |
30,983 | 18,568 | ||||||
Payment of bank loans, overdraft facility and other borrowings |
(34,401 | ) | (21,664 | ) | ||||
Payment of Senior Secured Notes |
0 | (367,954 | ) | |||||
Repayment of obligation to former shareholders |
0 | 7,500 | ||||||
Decrease in short term capital leases payable |
(277 | ) | 0 | |||||
Increase in short term capital leases payable |
0 | 244 | ||||||
Options exercised |
72 | 1,976 | ||||||
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Net cash used in financing activities from continuing operations |
(3,623 | ) | (361,330 | ) | ||||
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Cash flows from discontinued operations |
||||||||
Net cash used in operating activities of discontinued operations |
0 | 1,625 | ||||||
Net cash provided by investing activities of discontinued operations |
0 | (330 | ) | |||||
Net cash provided by financing activities of discontinued operations |
0 | (1,841 | ) | |||||
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|
|||||
Net cash used in discontinued operations |
0 | (546 | ) | |||||
Adjustment to reconcile the change in cash balances of discontinued operations |
0 | 546 | ||||||
Currency effect on brought forward cash balances |
10,166 | (20,236 | ) | |||||
Net increase in cash |
4,210 | (879 | ) | |||||
Cash and cash equivalents at beginning of period |
122,324 | 126,439 | ||||||
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Cash and cash equivalents at end of period |
$ | 126,534 | $ | 125,560 | ||||
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Supplemental Schedule of Non-cash Investing Activities |
||||||||
Common stock issued in connection with investment in subsidiaries |
$ | 23,175 | $ | 41,344 | ||||
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|
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Supplemental disclosures of cash flow information |
||||||||
Interest paid |
$ | 44,251 | $ | 75,051 | ||||
Income tax paid |
$ | 8,950 | $ | 18,053 | ||||
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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
UNAUDITED RECONCILIATION OF NON-GAAP MEASURES
Amounts in columns expressed in thousands
(Except per share information)
GAAP Q2-11 |
A FX |
B APB 14 |
C Restructuring Costs |
D Other Adjustments |
Comparable Q2-11 |
|||||||||||||||||||
Sales |
$ | 440,001 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 440,001 | ||||||||||||
Excise taxes |
(228,044 | ) | 0 | 0 | 0 | 0 | (228,044 | ) | ||||||||||||||||
Net Sales |
211,957 | 0 | 0 | 0 | 0 | 211,957 | ||||||||||||||||||
Cost of goods sold |
126,715 | 0 | 0 | 0 | 0 | 126,715 | ||||||||||||||||||
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Gross Profit |
85,242 | 0 | 0 | 0 | 0 | 85,242 | ||||||||||||||||||
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|||||||||||||
40.22 | % | 40.22 | % | |||||||||||||||||||||
Operating expenses |
68,418 | 0 | 0 | 0 | (3,904 | ) | 64,514 | |||||||||||||||||
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Operating Income |
16,824 | 0 | 0 | 0 | 3,904 | 20,728 | ||||||||||||||||||
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|||||||||||||
7.94 | % | 9.78 | % | |||||||||||||||||||||
Non operating income / (expense), net |
||||||||||||||||||||||||
Interest income / (expense), net |
(28,361 | ) | 0 | 1,076 | 0 | 0 | (27,285 | ) | ||||||||||||||||
Other financial income / (expense), net |
18,748 | (18,748 | ) | 0 | 0 | 0 | 0 | |||||||||||||||||
Other non operating income, net |
(2,661 | ) | 0 | 601 | 0 | (2,060 | ) | |||||||||||||||||
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Income / (loss) before taxes and equity in net income from unconsolidated investments |
4,550 | (18,748 | ) | 1,076 | 601 | 3,904 | (8,617 | ) | ||||||||||||||||
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Income tax benefit / (expense) |
(1,536 | ) | 3,750 | (377 | ) | (126 | ) | 172 | 1,883 | |||||||||||||||
Net income /(loss) |
$ | 3,014 | ($ | 14,998 | ) | $ | 699 | $ | 475 | $ | 4,076 | ($ | 6,734 | ) | ||||||||||
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Net income / (loss) from continuing operations per share of common stock, basic |
$ | 0.04 | ($ | 0.09 | ) | |||||||||||||||||||
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Net income / (loss) from continuing operations per share of common stock, diluted |
$ | 0.04 | ($ | 0.09 | ) | |||||||||||||||||||
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A. | Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR liabilities as a majority of these have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency Also includes the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of the Russian Alcohol Group as it has the Russian Ruble as its functional currency. |
B. | 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. |
C. | Represents one-off restructuring costs associated with the restructuring the Russian Alcohol Group, composed primarily of write-offs of old stock. |
D. | Includes elimination costs associated with the re-licensing in Russia. Primarily consists of costs related to facility improvements and preparation of facilities for inspection as well as accounts receivables related to wholesalers who did not obtain required wholesale licenses. |
Q2-10 | FX | APB 14 | Restructuring Costs |
Other Adjustments |
Q2-10 | |||||||||||||||||||
Sales |
$ | 379,874 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 379,874 | ||||||||||||
Excise taxes |
(204,277 | ) | 0 | 0 | 0 | 0 | (204,277 | ) | ||||||||||||||||
Net Sales |
175,597 | 0 | 0 | 0 | 0 | 175,597 | ||||||||||||||||||
Cost of goods sold |
87,119 | 0 | 0 | 0 | 0 | 87,119 | ||||||||||||||||||
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Gross Profit |
88,478 | 0 | 0 | 0 | 0 | 88,478 | ||||||||||||||||||
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50.39 | % | 50.39 | % | |||||||||||||||||||||
Operating expenses |
47,252 | 0 | 0 | (3,019 | ) | (500 | ) | 43,733 | ||||||||||||||||
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Operating Income |
41,226 | 0 | 0 | 3,019 | 500 | 44,745 | ||||||||||||||||||
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23.48 | % | 25.48 | % | |||||||||||||||||||||
Non operating income / (expense), net |
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Interest income / (expense), net |
(26,423 | ) | 0 | 1,018 | 0 | 0 | (25,405 | ) | ||||||||||||||||
Other financial income / (expense), net |
(111,698 | ) | 111,698 | 0 | 0 | 0 | 0 | |||||||||||||||||
Other non operating income / (expense), net |
6,638 | 0 | 0 | 825 | (7,642 | ) | (179 | ) | ||||||||||||||||
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Income / (loss) before taxes and equity in net income from unconsolidated investments |
(90,257 | ) | 111,698 | 1,018 | 3,844 | (7,142 | ) | 19,161 | ||||||||||||||||
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Income tax benefit / (expense) |
17,918 | (22,005 | ) | (356 | ) | (730 | ) | 1,352 | (3,821 | ) | ||||||||||||||
Equity in net income / (losses) of affiliates |
2,265 | 0 | 0 | 0 | 0 | 2,265 | ||||||||||||||||||
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Net income / (loss) from continuing operations |
($ | 70,074 | ) | $ | 89,693 | $ | 662 | $ | 3,114 | ($ | 5,790 | ) | $ | 17,605 | ||||||||||
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Discontinued operations |
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Loss from operations of distribution business |
(7,963 | ) | 0 | 0 | 0 | 0 | (7,963 | ) | ||||||||||||||||
Income tax (expense) |
41 | 0 | 0 | 0 | 0 | 41 | ||||||||||||||||||
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Loss on discontinued operations |
($ | 7,922 | ) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ($ | 7,922 | ) | ||||||||||
Net income /(loss) |
($ | 77,996 | ) | $ | 89,693 | $ | 662 | $ | 3,114 | ($ | 5,790 | ) | $ | 9,683 | ||||||||||
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Net income / (loss) from continuing operations per share of common stock, basic |
($ | 1.00 | ) | $ | 0.25 | |||||||||||||||||||
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Net income / (loss) from discontinued operations per share of common stock, basic |
($ | 0.11 | ) | ($ | 0.11 | ) | ||||||||||||||||||
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Net income / (loss) from continuing operations per share of common stock, diluted |
($ | 1.00 | ) | $ | 0.25 | |||||||||||||||||||
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Net income / (loss) from discontinued operations per share of common stock, diluted |
($ | 0.11 | ) | ($ | 0.11 | ) | ||||||||||||||||||
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A. | Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR liabilities as a majority of these have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency Also includes the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of the Russian Alcohol Group as it has the Russian Ruble as its functional currency. |
B. | 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. |
C. | Represents one-off restructuring costs associated with the integration of Parliament and the Russian Alcohol Group. |
D. | The adjustment to other non-operating income eliminates the dividend income receive from its Polish Wholesale business which is accounted for as a discontinued operation and was fully disposed of on August 2, 2010. The adjustment to operating expenses represents the legal and professional service costs related to the potential acquisition of Nemiroff, which was ultimately not pursued by the Company. |
Full Year 2011 Comparable EPS RECONCILIATION
Full Year Guidance, 12 Months Ending December 31, |
2011 | |||
Range for GAAP Fully Diluted Earnings per Share |
$ | 1.30 | ||
$ | 1.50 | |||
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A. Foreign exchange impact related to USD and EUR denominated financing |
($ | 0.55 | ) | |
B. Impact of adoption of ABP14 |
$ | 0.02 | ||
C. Restructuring Costs |
$ | (0.02 | ) | |
D. Other |
$ | 0.05 | ||
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Range for Comparable non-GAAP Fully Diluted Earnings per Share |
$ | 0.80 | ||
$ | 1.00 | |||
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A. | Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR liabilities as a majority of these have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency Also includes the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of the Russian Alcohol Group as it has the Russian Ruble as its functional currency. |
B. | 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. |
C. | Represents one-off restructuring costs associated with the restructuring the Russian Alcohol Group, composed primarily of write-offs of old stock. |
D. | Includes elimination of one time gain of $7.8 million related to the revaluation of the previously held equity interest in the Whitehall Group, recognized at the time of consolidation in February 2011, the $0.9 million loss in the first quarter of the Bravo business incurred due to the failure to get renewal of the production license (received back in the beginning of April 2011) and the $0.9 million reversal of management fees charged by the former management of the Whitehall group prior to the buyout in Q1 2011. Also includes the elimination of equity in net earnings of affiliates which includes the results of the Moet Hennessey Joint Venture which was sold in March, 2011 as well as certain one of costs associated with the acquisition of the Whitehall Group in February 2011. Also includes elimination costs associated with the re-licensing in Russia. These costs primarily consists of costs related to facility improvements and preparation of facilities for inspection as well as accounts receivables related to wholesalers who did not obtain required wholesale licenses. |