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SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q/A





(Amendment No. 1)





(MARK ONE)





| | [X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
| | --- |  | -------------------------------------------------------

| |  |  | SECURITIES EXCHANGE ACT OF 1934
| |  |  | -------------------------------

| |  |  | FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
| |  |  | ---------------------------------------------




OR





| | [    ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
| | ------ |  | --------------------------------------------------------

| |  |  | SECURITIES EXCHANGE ACT OF 1934
| |  |  | -------------------------------

| |  |  | FOR THE TRANSITION PERIOD JANUARY 1, 2002 TO MARCH 31, 2002
| |  |  | -----------------------------------------------------------




| |  |  | COMMISSION FILE NUMBER 0-24341
| |  |  | ------------------------------




| |  |  | CENTRAL EUROPEAN DISTRIBUTION CORPORATION
| |  |  | -----------------------------------------




---




(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





DELAWARE

54-18652710(STATE OF INCORPORATION)

(IRS EMPLOYER IDENTIFICATION NO.)1343 MAIN STREET, #301 SARASOTA, FLORIDA

34236(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

(ZIP CODE)(941) 330-1558(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)





Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No (    )





The number of shares outstanding of each
class of the issuers common stock as of March 31, 2002:





Common Stock ($.01 par value)
5,291,401, shares





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INDEX





PAGEPART I.    FINANCIAL INFORMATIONItem 1.         
Financial Statements

3Consolidated Condensed Balance Sheets, March 31, 2002 (unaudited) and December 31, 2001

3-4Consolidated Condensed Statements of Income (unaudited) for the three month periods ended March 31, 2001 and March 31, 2002

5Consolidated Condensed Statements of Changes in Stockholders Equity (unaudited) as of March 31, 2002

6Consolidated Condensed Statements of Cash Flows (unaudited) for the three month periods ended March 31, 2001 and March 31, 2002

7Notes to Consolidated Condensed Financial Statements (unaudited)

8-13PART II.   OTHER INFORMATIONItem 6.         
Exhibits and Reports on Form 8-K

14Signatures

15




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PART I


FINANCIAL INFORMATION





ITEM 1.Financial Statements





CENTRAL EUROPEAN
DISTRIBUTION CORPORATION





CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)


Amounts in columns expressed in thousands





December 31, 2001

March 31, 2002CURRENT ASSETSCash and cash equivalents

$
2,466

$
9,707Accounts receivable, (net of allowance for doubtful accounts of $1,930,000 and $2,314,000 respectively)


38,102


28,888Inventories


9,001


12,083Prepaid expenses and other current assets


1,560


2,254Deferred income taxes


480


523TOTAL CURRENT ASSETS

$
51,609

$
53,455Intangible assets, net


3,002


2,872Goodwill, net


9,969


9,687Equipment, net


3,372


3,309Deferred income taxes


411


461Other assets


614


976TOTAL ASSETS

$
68,977

$
70,760








See accompanying notes.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)CONTINUED


Amounts in columns expressed in
thousands





December 31, 2001


March 31, 2002LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESTrade accounts payable

$
29,685


$
25,844Bank loans and overdraft facilities


9,861



7,426Current portion of long term debt


1,912



2,160Current portion of obligations under capital leases


269



196Income taxes payable


308



363Taxes other than income taxes


999



611Other accrued liabilities


1,692



1,422TOTAL CURRENT LIABILITIES


44,726



38,022Long-term debt, less current maturities


3,344



3,183Long-term obligations under capital leases


151



268COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred Stock ($0.01 par value, 1,000,000 shares authorized; no shares issued and outstanding)






Common Stock ($0.01 par value, 20,000,000 shares authorized, 4,503,801 and 5,364,301 shares issued at December 31, 2001
and March 31, 2002, respectively)


46



55Additional paid-in-capital


15,383



23,356Retained earnings


7,161



7,943Accumulated other comprehensive loss


(1,684
)


(1,917
)Less Treasury Stock at cost (72,900 shares at December 31, 2001 and March 31, 2002)


(150
)


(150
)TOTAL STOCKHOLDERS EQUITY


20,756



29,287TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
68,977


$
70,760








See accompanying notes.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)


Amounts in columns expressed in thousands


(except per share data)





Three months ended March 31, 2001


Three months ended March 31, 2002Net sales

$
33,602


$
42,650Cost of goods sold, excluding depreciation and amortization


29,051



36,7714,551



5,879Selling, general and administrative expenses, excluding deprecation and amortization


3,303



3,920Depreciation of equipment


238



234Amortization of goodwill and trademarks


197



43Bad debt expense


229



384Operating income


584



1,298Non operating income (expense)Interest income


19



30Interest expense


(297
)


(237
)Realized and un-realized foreign currency transaction gains, (losses), net


216



(99
)Other income, net


14



89Income before taxes


536



1,081Income tax expense


157



299Net income

$
379


$
782Net income per share of common stock, basic

$
0.09


$
0.17Net income per share of common stock, diluted

$
0.09


$
0.16








See accompanying notes.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN


STOCKHOLDERS EQUITY (UNAUDITED)


Amounts in columns expressed in thousands





Capital StockIssued

In Treasury




Accumulated Other Comprehensive Loss


TotalNo. of Amount Shares

No. of Amount Shares


Additional Paid-in-Capital

Retained EarningsBalance at December 31, 2001

4,504

$
46

73

$
(150
)

$
15,383

$
7,161

$
(1,684
)

$
20,756Net income for the three months ended March 31, 2002
















782






782Foreign currency translation adjustment



















(233
)


(233
)Comprehensive income for the three months ended March 31, 2002























549Private placement offering of Company stock

800


8








7,543









7,551Stock options issued to consultants













100









100Stock options exercised by employees and non-employees

60


1








330









331Balance at March 31, 2002

5,364

$
55

73

$
(150
)

$
23,356

$
7,943

$
(1,917
)

$
29,287








See accompanying notes.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


Amounts in columns expressed in thousands


(except per share data)





Three months ended March 31, 2001


Three months ended March 31, 2002OPERATING ACTIVITIESNet income


379



782Adjustments to reconcile net income to net cash provided by (used in) operating activitiesDepreciation and amortization


435



277Deferred income tax benefit


(16
)


(93
)Bad debt provision


229



384Changes in operating assets and liabilitiesAccounts receivable


8,148



8,830Inventories


1,662



(3,082
)Prepayments and other current assets


(179
)


(694
)Trade accounts payable


(10,482
)


(3,841
)Income taxes and other taxes payable


(318
)


(333
)Other accrued liabilities and other assets


524



(439
)Net Cash Provided By Operating Activities


382



1,791INVESTING ACTIVITIESPurchased of equipment


(523
)


(84
)Net Cash Used In Investing Activities


(523
)


(84
)FINANCING ACTIVITIESRepayments of short-term borrowings and overdraft facilities


(30
)


(2,435
)Proceeds from long-term borrowings






744Repayments of long-term borrowings


(1,304
)


(657
)Net proceeds from private placement offering of Companys common stock






7,551Stock options exercised






331Purchase of treasury shares


(30
)


Net Cash Provided By (Used In) Financing Activities


(1,364
)


5,534Net Increase (Decrease) in Cash and cash equivalents


(1,505
)


7,241Cash and cash equivalents at beginning of period


2,428



2,466Cash and cash equivalents at end of period

$
923


$
9,707SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIESCommon stock issued to consultants

$



$
100Capital leases

$



$
60Supplemental disclosures of cash flow informationInterest paid

$
268


$
185Income tax paid

$
169


$
372





See accompanying notes.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


Amounts in tables expressed in thousands


(except per share data)





1.    ORGANISATION AND DESCRIPTION OF BUSINESS





Central European
Distribution Corporation (CEDC) was organized as a Delaware Corporation in September 1997 to operate as a holding company through its sole subsidiary, Carey Agri International Poland Sp. z o.o. (Carey Agri). In 1999 CEDC formed two additional
subsidiaries (MTC and PWW) and in 2000 acquired PHA and in 2001 Astor. CEDC and its subsidiaries are referred to herein as the Company.





On March 28, 2002, the Company completed a private placement offering of 800,000 unregistered shares of its common stock at $10.50 per share for gross proceeds of $8,400,000. The funds are to be used primarily for the
acquisition of Damianex S.A. and AGIS S.A., as discussed in note 12.





2.    BASIS OF PRESENTATION





The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included and the disclosures herein are adequate
to make the information presented not misleading. Operating results for the three-month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002.





The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles for complete financial statements.





For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries annual report on Form 10-K for the year ended December 31, 2001.





3.    COMPREHENSIVE INCOME





Because the Companys equity investments are substantially all in Polish Zloty, the gains or losses resulting from the restatement of these equity investments into U.S. Dollars are posted to the
Comprehensive Income Account. Because of the depreciation of the Polish Zloty against the U.S. Dollar during the three-month period ending March 31, 2002, the Company incurred foreign currency translation losses of $233,000 on these equity
investments. This movement means that the cumulative balance on the Comprehensive Income Account was a loss of $1,917,000 as at March 31, 2002 and this has been reflected in the Consolidated Condensed Balance Sheets and Statements of Changes in
Stockholders Equity (unaudited). The total of the accumulated other comprehensive loss consist solely of currency translation adjustments. No tax benefit has been recorded.





The Company has changed its policy in regards to the repayment of inter-company debt considered to be of a long-term nature. As a result, the accumulated foreign exchange
loss ($15,000) in regards to the 1,165,000 EURO ($1,014,000) inter-company loan has been reclassified from accumulated other comprehensive loss and charged to the statement of operations for the three month period ended March 31, 2002. The
inter-company loan was fully repaid during the month of April 2002.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


Amounts in tables expressed in
thousands


(except per share data)





4.    EARNINGS PER SHARE





Net income per share of common stock is
calculated under the provisions of SFAS No. 128, Earnings per Share.





The following table sets forth
the computation of basic and diluted earnings per share for the periods indicated.





Three Months Ended March 31,2001

2002Basic:Net income

$
379

$
782Weighted Average shares of common stock outstanding


4,332


4,508Basic earnings per share

$
0.09

$
0.17Diluted:Net Income

$
379

$
782Weighted Average shares of common stock outstanding


4,332


4,508Net effect of diluted effect of employee stock options based on the treasury stock method.





180Net effect of diluted effect of stock options based on the treasury stock method in regards to IPO options, warrants,
contingent shares from acquisition and options issued to consultants





121Totals


4,332


4,809Diluted earnings per share

$
0.09

$
0.16





During the three month period ended March 31, 2002, 60,500 stock
options were exercised (50,000 non-employee stock options and 10,500 employee stock options). Warrants granted in connection with the 1998 IPO and employee and non-employee stock options granted from 1998 to 2001 have been included in the above
calculations of diluted shares since the exercise price is lower than or equal to the average market price of the common shares during the three month periods 2002. During the first quarter of 2001, the stock options were anti-dilutive. The Company
is required to issue 80,800 common shares to Astorss former shareholders as part of the contingency consideration payout. These shares have been included in the calculation of diluted earnings per share. The shares are to be issued in the
latter part of May 2002. The shares have an immaterial effect on the Company earnings per share calculation.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


Amounts in tables expressed in thousands


(except per share data)





5.    AMORTIZATION OF GOODWILL





The
Company has adopted SFAS No. 142 effective January 1, 2002. Under SFAS No. 142 goodwill is no longer amortized but reviewed at the beginning of the fiscal year for impairment, or more frequently if certain indicators arise. In addition, the
statement requires reassessment of the useful lives of previously recognized intangible assets.





The
Companys carrying value of goodwill is approximately $10 million at March 31, 2002 and is attributable to its only reporting unitwholesale spirit division. The Company is required to complete its transitional impairment review by June
30, 2002. As of the date hereof, the Company does not expect any impairment loss as a result of such a test when it is completed.





The change in the carrying value of goodwill from December 31, 2001 to March 31, 2002 is a result of translating the Polish zloty amount into US Dollars using the rate in effect on March 31, 2002.





With the adoption of the statement, the Company ceased amortization of goodwill as of January 01, 2002. Had the Company been accounting
for its goodwill under SFAS No. 142 for all periods presented, the Companys net income and earnings per share would have been as follows:





Three months endedMarch 31,2001

2002Reported net income

$
379

$
782Goodwill


101


Adjusted net income

$
480

$
782Basic earnings per share of common stockReported net income

$
0.09

$
0.17Goodwill

$
0.02


Adjusted basic earnings per share of common stock

$
0.11

$
0.17Diluted earnings per share of common stockReported net income

$
0.09

$
0.16Goodwill

$
0.02


Adjusted diluted earnings per share of common stock

$
0.11

$
0.16





The following table reflects the components of intangible assets as
of March 31, 2002.





March 31, 2002Trademarks

$
3,943Less accumulated amortization


1,071Total amortized intangible assets

$
2,872





The amortization expense for the three months ended March 31, 2002
was $43,000.





Estimated aggregate future amortization expense for intangible assets is as follows:





2002

$
2042003


2042004


2042005


204




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Thereafter


2,099$
2,915





CENTRAL EUROPEAN DISTRIBUTION CORPORATION





NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


Amounts in tables expressed in thousands


(except per share data)





6.    LONG-TERM DEBT AND SHORT-TERM BANK LOANS





Long-term loans

December 31, 2001

March 31, 2002USD

$
5,256

$
4,617PLN




$
726Total long-term debt

$
5,256

$
5,343Current-portion

$
1,912

$
2,160Long-term portion

$
3,344

$
3,183





During January 2002, the Company obtained a 3 million zloty loan
($726,000) for its subsidiary, PHA. The loan is repayable over a three-year period. Principal payments are required to be made semi-annually starting June 2002. The interest rate on the zloty loan is considered to be market. The loan was to enable
its subsidiary PHA to acquire one of the Carey Agri branches as part of an operational re-organization. The proceeds from the sale to PHA were used by Carey Agri to reduce its overdraft facilities.





December 31, 2001

March 31, 2002USD

$
2,275

$
2,132EUR

$
1,219

$
1,203PLN

$
6,367

$
4,091Total short-term borrowing and overdraft facilities

$
9,861

$
7,426





7.    CAPITAL LEASE OBLIGATIONS





During the three-month period, the Company entered into a number of capital leases for transportation equipment. The future minimum lease
payments for the assets under capital lease at March 31, 2002 are as follows:


December 31, 2001


March 31, 20022002

$
280


$
1472003

$
157


$
1962004





$
167$
437


$
510Less interest


(17
)


(46
)$
420


$
464




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


Amounts in tables expressed in
thousands


(except per share data)





8.    INCOME TAXES





Total income tax expense varies from expected
income tax expense computed at Polish statutory rates (34% in 1999 and 30% in 2000) as follows:





Three months endedMarch 31, 2001

March 31, 2002Tax at the Polish Statutory rate

$
150

$
303Permanent differences and other items


7


(4
)Income tax expense

$
157

$
299





The enacted corporate income tax rates in Poland were 28% in both
2001 and 2002.





Tax liabilities (including corporate income tax, Value Added Tax, social security, and other
taxes) of the Companys Polish subsidiaries may be subject to examinations by Polish tax authorities for up to five years from the end of the year in which the tax is payable. CEDCs US federal income tax returns are also subject to
examination by US tax authorities. As the application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the financial statements may change at a later date upon final
determination by the tax authorities.





9.    COMMITMENTS AND CONTINGENT LIABILITIES





The Company is involved in litigation and has claims against it for matters arising in the ordinary course of business. In the opinion of
management, the outcome will not have a material adverse effect on the Company.




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CENTRAL EUROPEAN DISTRIBUTION CORPORATION





NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


Amounts in tables expressed in thousands


(except per share data)





10.    DERIVATIVE FINANCIAL INSTRUMENTS





All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. The Company uses derivatives to moderate the financial market risks of its business operations. Derivative products
such as forward contracts are used to hedge the foreign currency market exposures underlying certain liabilities with financial institutions. The Company hedging policy is not based on the requirements of SFAS 133 and therefore may be considered
speculative.





The Company recorded a $70,000 gain and a $58,000 gain for the three-month periods ended March 31,
2001 and 2002 respectively, in regards to their derivative financial instruments. The gains have been recognized in non-operating income.





The amount of open forward contracts as at December 31, 2001 was nil and as at March 31, 2002 were:





Values in U.S. Dollars

December 31, 2001

March 31, 2002March 2002 termination date (U.S. Dollar contract)

$
4,000,000

$
0March 2002 termination date (EURO contract)

$
1,590,300

$
0June 2002 termination date (U.S. Dollar contract)

$
2,000,000

$
5,500,000September 2002 termination date (U.S. Dollar)

$
0

$
4,500,000Total un-realized losses as at period ended

$
357,650

$
49,800





12.    SUBSEQUENT EVENTS





The Company completed the acquisition of Damianex effective April 22, 2002, for a cash purchase price of $7,138,000 and 152,996 shares of
Company stock. The shares issued may not be transferred without the Companys consent for one year subsequent to the acquisition. As part of the purchase agreement with Damianex, a non-compete agreement was established with the former
stockholders for a period of three years. The acquired company is based in Lancut, Poland (south-eastern Poland). Damianex S.A. primary area of activity is the distribution of alcoholic beverages.





The Company completed the acquisition of AGIS S.A. effective April 24, 2002, for a cash purchase price of $4,567,978 and 173,000 shares of
Company stock. The shares issued may not be transferred without the Companys consent for six months subsequent to the acquisition. As part of the purchase agreement with AGIS, a non-compete agreement was established with the former
stockholders for a period of three years. The acquired company is based in Torun, Poland (northern Poland). AGIS S.A. primary area of activity is the distribution of various spirits, mainly vodka.





The acquisition of Damianex and AGIS was financed using the proceeds from the Companys recent private placement offering of 800,000
common shares, a $4.3 million loan taken on April 24, 2002 and the issuance of Company stock as indicated above.





13.    RECLASSIFICATIONS





Certain amounts in the consolidated condensed
financial statements have been reclassified from the prior period to conform to the current periods presentation.




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PART II.    OTHER INFORMATION





ITEM 2.Changes in
Securities and Use of Proceeds





(c)    On March 28, 2002, the Company completed
a private placement offering of 800,000 shares of its common stock at $10.50 per share receiving gross proceeds of $8,400,000. Most of the securities were issued in reliance upon the exemption from registration provided by Section 506 of Regulation
D in a sale to accredited investors, as defined by Section 501(a) of Regulation D. The remainder were issued in an off-shore private placement in reliance on Regulation S to entities which are not United States persons, as
defined by Section 902(k)(1) of Regulation S. The stock certificates for all such securities bear a legend indicating that the stock is restricted and may not be sold in the United States without registration or an exemption from such requirements.
The Company paid its placement agent a fee of 6.5% plus expenses.





ITEM 6.Exhibits and Reports on Form 8K





(a)    Exhibit





99.    Written Statement
of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





(b)    Reports on Form 8-K





During the quarter ended March 31, 2002 the
Company filed the following 8K reports:





1.    Announcement of the Damianex
acquisition, filed on January 10, 2002.





2.    Announcement of the AGIS
acquisition, filed on February 21, 2002.





3.    Announcement of the private
placement of 800,000 shares of common stock, filed March 28, 2002.




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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 THEREUNTO DULY AUTHORIZED.





CENTRAL EUROPEAN
DISTRIBUTION CORPORATION


(registrant)





Date: August 21, 2002

By: /s/ WILLIAM V. CAREYWilliam V. CareyPresident and Chief Executive OfficerDate: August 21, 2002

By: /s/ NEIL A.M. CROOKNeil A.M. CrookChief Financial Officer(principal financial officer and chief accounting officer)




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Exhibit Index





Exhibit Number

Exhibit Description99

Written statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.