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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

OR

FOR THE TRANSITION PERIOD FROM                      TO                     

COMMISSION FILE NUMBER 001-35293

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(856) 273-6980

(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  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The number of shares outstanding of each class of the issuer’s common stock as of June 5, 2013: Common Stock ($0.01 par value) 10,000.

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INDEX

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

All amounts are expressed in thousands

(except share information)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

All amounts are expressed in thousands

(except per share information)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

All amounts are expressed in thousands

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except share and per share information

Organization and description of business

Central European Distribution Corporation (“CEDC”), a Delaware corporation incorporated on September 4, 1997, and its subsidiaries (collectively referred to as “we,” “us,” “our,” or the “Company”) operate primarily in the alcohol beverage industry. We are one of the largest producers of vodka in the world and are Central and Eastern Europe’s largest integrated spirit beverages business, measured by total volume, with approximately 29.9 million nine-liter cases produced and distributed in 2012. Our business primarily involves the production and sale of our own spirit brands (principally vodka), and the importation on an exclusive basis of a wide variety of spirits, wines and beers. Our primary operations are conducted in Poland, Russia, Ukraine and Hungary. We have six operational manufacturing facilities located in Poland and Russia.

In Poland, we are one of the largest vodka producers with a brand portfolio that includes Absolwent, Żubrówka, Żubrówka Biała, Bols, Palace and Soplica brands, each of which we produce at our Polish distilleries. We produce and sell vodkas primarily in three of four vodka sectors: premium, mainstream and economy. In Poland, we also own and produce Royal, the top-selling vodka in Hungary.

We are also the largest vodka producer in Russia, the world’s largest vodka market. Our Green Mark brand is the top-selling mainstream vodka in Russia and the second-largest vodka brand by volume in the world, and our Parliament and Zhuravli brands are two top-selling sub-premium vodkas in Russia.

As well as sales and distribution of its own branded spirits, the Company is a leading exclusive importer of wines and spirits in Poland, Russia and Hungary.

Liquidity

These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As discussed in the Annual Report on Form 10-K for the year ended December 31, 2012 filed on June 18, 2013 with the U.S. Securities and Exchange Commission (the “SEC”), on March 15, 2013, the Company failed to pay $257.9 million principal due on the 2013 Convertible Senior Notes (the “CSN”). The CSN were governed by an Indenture (the “CSN Indenture”) dated March 7, 2008 between the Company and The Bank of New York, as Trustee, as amended and supplemented by the first Supplemental Indenture dated March 7, 2008. Under the terms of the CSN Indenture, the failure to pay principal when due constituted an Event of Default.

Under the Indenture (the “SSN Indenture”) governing CEDC Finance Corporation International Inc.’s 2016 Senior Secured Notes (the “SSN”), the failure to pay principal when due on the CSN constituted an Event of Default under the SSN Indenture.

As described in Note 4 “Borrowings”, on March 18, 2013, the Company failed to pay $20.0 million due under the $20 million principal amount of Notes issued by CEDC to RTL (the “RTL Notes”).

Following the effectiveness of the Plan of Reorganization, as described in the Annual Report on Form 10-K for the year ended December 31, 2012, all amounts due by the Company under the CSN, the SSN, the RTL Notes and also $50.0 million of secured credit facility provided by RTL to CEDC pursuant to facility agreement dated March 1, 2013 (the “RTL Credit Facility”) were cancelled and are no longer outstanding. The Company issued new debt instruments in connection with the Plan, comprising (i) $465 million principal amount of new Senior Secured Notes due 2018 and (ii) $200 million principal amount of Junior Secured Notes due 2018.

Chapter 11 Filing

On April 7, 2013, the Company and its two wholly owned subsidiaries, CEDC Finance Corporation International Inc. and CEDC Finance Corporation LLC (the “Debtors”) filed Chapter 11 Cases under the Bankruptcy Code in the Bankruptcy Court in Delaware in order to effectuate the Debtors’ prepackaged Plan of Reorganization. The Chapter 11 Cases were jointly administered under the caption “In re: Central European Distribution Corporation, et al.” Case No. 13-10738. The Plan of Reorganization was confirmed by the Bankruptcy Court on May 13, 2013. The Effective Date of the Plan was June 5, 2013.

The Company believes that this successful restructuring improved its financial strength and flexibility and will enable it to focus on maximizing the value of its strong brands and market position. The Chapter 11 Cases and the Plan of Reorganization which were approved by the Bankruptcy Court, eliminated approximately $665.2 million in debt from the Company’s balance sheet. The Plan of Reorganization did not involve the Company’s operating subsidiaries in Poland, Russia, Ukraine or Hungary and had no impact on their business operations. Operations in these countries are independently funded and continued to generate revenue during this process. Under the Plan of Reorganization, obligations to employees, vendors, credit support providers and government authorities were not affected and were honored in the ordinary course without interruption.

Background to Chapter 11 Filing

Prior to filing, the Chapter 11 cases the management of the Company, in consultation with the Board of Directors and with the assistance of financial and legal advisors, reviewed the Company’s alternatives in light of its financial obligations, in particular the CSN. The Board and the management of the Company evaluated various alternatives and the Company and its advisors worked to further develop those alternatives to address the maturity of the CSN, including a strategic alliance with Mr. Roustam Tariko other possible strategic investments, the sale of certain assets and an exchange the CSN.

Following this work and in light of the impending maturity of the CSN, on February 25, 2013, the Company launched (i) exchange offers in respect of its CSN and the SSN, (ii) a solicitation of consents to amendments to the SSN Indenture, and (iii) a solicitation of votes on a pre-packaged Chapter 11 Plan of Reorganization relating to the CSN and the SSN. These transactions were launched by the Company to begin a process of consensual restructuring of the Company’s obligations with the participation of Roust Trading Limited (“RTL”), an entity controlled by Mr. Roustam Tariko, the 2016 Steering Committee and the 2013 Steering Committee; however none of RTL, the 2016 Steering Committee or the 2013 Steering Committee supported these transactions as launched by the Company. Following the launch of these transactions on February 25, 2013, these stakeholders continued to negotiate the terms of a mutually agreeable restructuring of the Company’s obligations.

On March 11, 2013, the Company announced amended terms to these exchange offers, consent and vote solicitations to reflect terms agreed to and supported by the Company, RTL and the 2016 Steering Committee (the “Plan of Reorganization”). Thereafter, on March 19, 2013, the Company announced the termination of its exchange offer in respect of the CSN and continued to solicit votes from the holders of the CSN and the SSN on the Plan of Reorganization on the amended terms. After extensive discussion with representatives of RTL, the 2016 Steering Committee and the 2013 Steering Committee and deliberation regarding the Company’s alternatives, the Board resolved unanimously to support the Plan of Reorganization.

Voting on the Plan of Reorganization closed on April 4, 2013. According to the official vote tabulation prepared by CEDC’s voting and information agent, impaired creditors voted overwhelmingly to accept the Plan of Reorganization. Specifically, approximately 95% of all CSN were voted. The Plan of Reorganization was accepted by 99.13% in number and 99.00% in amount of those CSN that were voted on the Plan of Reorganization. Approximately 95% of all SSN were voted, and of those, 97.26% in number and 97.34% in amount voted to accept the Plan of Reorganization.

On April 7, 2013, CEDC announced that the Debtors had received overwhelming support from creditors for the Plan of Reorganization and the CEDC Board of Directors resolved to implement the exchange offers through the prepackaged Plan of Reorganization. Accordingly, the Company filed the Chapter 11 Cases in the Bankruptcy Court in order to effectuate the Plan of Reorganization.

CEDC and CEDC Finance Corporation International, Inc. also announced the successful completion of the consent solicitation conducted with respect to the indenture governing the SSN, as the requisite consents were obtained to approve the amendments to covenants, and to release collateral and guarantees for the SSN. Approximately 95% of the SSN by principal amount voted to approve those waivers and amendments.

Finally, CEDC and CEDC Finance Corporation International, Inc. announced the termination of the exchange offer for the SSN. The exchange offer failed to meet the minimum tender condition necessary for the consummation of the offer.

On May 13, 2013, the Bankruptcy Court entered an order confirming the Plan. The Effective Date of the Plan was June 5, 2013.

Description of the Plan of Reorganization

The Plan of Reorganization included the following:

In addition, RTL made an offer (i) outside the United States in “offshore transactions” in compliance with Regulation S under the Securities Act of 1933; and (ii) to ”accredited investors” to exchange, subject to certain conditions, CSN not held by RTL in exchange for an aggregate of $25.0 million in cash (the “Cash Payment”) and securities offered by RTL (the “RTL Offer Notes”). Each accepting holder assigned to RTL all of its rights under such CSN, including the right to its distribution under the Plan of Reorganization included in the amended terms.

Holders of CSN that did not participate in the RTL Offer received their proportionate share of $16.9 million in cash under the Plan of Reorganization (shared with the RTL Notes). Holders of CSN that participated in the RTL Offer did not receive a distribution from CEDC or its U.S. subsidiaries under the Plan of Reorganization.

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Basis of presentation

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

CEDC’s subsidiaries maintain their books of account and prepare their statutory financial statements in their respective local currencies. The subsidiaries’ financial statements have been adjusted to reflect U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our financial condition, results of operations and comprehensive income and cash flows for the interim periods presented have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013.

The balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on June 18, 2013.

In interim periods, costs and expenses other than product costs are charged to income as incurred, or are allocated among interim periods based on an estimate of time expired, benefit received or activity associated with the periods. Income taxes are recognized using an estimated annual effective tax rate adjusted for tax amendments related to prior years and changes in estimates.

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As of March 31, 2013 the Company was a party of the following Factoring Arrangements:

In addition, in the first quarter 2013 the Company was a party of the agreement with ING Polska signed in February 2011 for the sale up to 290.0 million Polish zlotys. The limit was finally reduced to 170 million Polish zloty. The agreement expired at the end of February 2013. Following the expiration of this factoring agreement, the Company signed a new factoring agreement with ING Polska in February 2013. As of March 31, 2013 there was no outstanding balance in relation to the expired agreement.

All of the above factoring arrangements, except for the agreement with ING Polska signed in February 2011, are factoring agreements without recourse. The Company has no continuing involvement with the sold no-recourse factoring.

For the three months ended March 31, 2013 and 2012, the Company sold receivables in the amount of 375.4 and 359.7 million Polish zlotys, respectively ($119.3 and $111.5 million), respectively and recognized a loss on the sale in the statement of operations and comprehensive income in the amount of 3.2 and 3.6 million Polish zlotys ($1.0 and $1.1 million), respectively. As of March 31, 2013, there was no balance of financing obtained through factoring. As of March 31, 2013, the Company did not use financing through factoring with recourse.

As of March 31, 2012 the Company was a party of the following Factoring Arrangements:

All of the factoring arrangements existing as of March 31, 2012, except for the agreement with ING Polska signed in February 2011, were factoring agreements without recourse. The Company has no continuing involvement with the sold no-recourse factoring.

As of December 31, 2012 the Company was a party of the following Factoring Arrangements:

All of the factoring arrangements existing as of December 31, 2012, except for the agreement with ING Polska signed in February 2011, are factoring agreements without recourse. The Company has no continuing involvement with the sold no-recourse factoring.

As of December 31, 2012, the total balance of financing obtained through factoring amounted to 126.1 million Polish zlotys (approximately $40.7 million). As of December 31, 2012 the liabilities from factoring with recourse amounted to $8.6 million Polish zlotys ($2.8 million) and were included in the short term bank loans in the balance sheet. Corresponding receivables from factoring with recourse were presented under accounts receivable in the balance sheet.

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The following table summarizes our inventories:

Because of the nature of the products supplied by the Company, great attention is paid to inventory rotations. The number of days in inventory increased from approximately 45 days as of December 31, 2012 to approximately 53 days as of March 31, 2013. As a comparison, the number of days in inventory as of March 31, 2012 amounted to 41 days. Increase in inventory days in 2013 resulted primarily from general decline in Russian alcohol market.

Bank Loans and Overdraft Facilities

As of March 31, 2013, the Company had outstanding liability of € 30.4 million ($39.0 million) from the term loans from Alfa-Bank, Bank Zenit and Raiffeisenbank drawn by Whitehall:

The aforementioned loans drawn by Whitehall are guaranteed by Whitehall companies. The loan agreement with Alfa-Bank and with Bank Zenit are secured by the Whitehall’s inventory.

As of March 31, 2013, the Company had outstanding term loans including accrued interest of 1,251 million Russian rubles ($40.3 million) from Grand Invest Bank, Sberbank and Russian Standard bank drawn by Russian Alcohol Group.

As of March 31, 2013, Bols Hungary had an overdraft facility dated August 2, 2012, maturing on August 1, 2013. The credit limit under this agreement is 500 million Hungarian forint ($2.1 million). As of March 31, 2013, the loan was utilized in the amount 350.1 million Hungarian forint ($1.5 million). The loan is secured by inventory and receivables.

Bank loans and overdraft facilities include $0.8 million of interest on RTL Credit facility. Refer to Note 9 “Related Party Transactions”.

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Following loan agreements were closed during the quarter ended March 31, 2013:

Convertible Senior Notes (the “CSN”)

On March 7, 2008, the Company completed the issuance of $310 million aggregate principal amount of 3% Convertible Senior Notes due 2013 with an interest due semi-annually on the 15th of March and September, beginning on September 15, 2008. The CSN were to be convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principal amount, subject to certain adjustments. The proceeds from the CSN were used to fund the cash portions of the acquisition of Copecresto Enterprises Limited and Whitehall.

In the period from May 2012 to March 2013, the Company repurchased $52.1 million principal amount of CSN in six tranches for $50.2 million.

The maturity period of the CSN was on March 15, 2013. On that day the Company failed to pay $257.9 million principal due on the CSN and accrued interest of $4.2 million related to these Notes.

Total obligations under the CSN are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method as shown in the table below:

The fair value of the CSN as of March 31, 2013 and as of December 31, 2012 was $58.0 million and $138.1 million, respectively.

The ASC Topic 470-20 requires the issuer of convertible debt instruments with cash settlement features to separately account for the liability ($290.3 million as of the date of the issuance of the CSN) and equity components ($19.7 million as of the date of the issuance of the CSN) of the instrument. The debt component was recognized at the present value of its cash flows discounted using a 4.5% discount rate, our borrowing rate at the date of the issuance of the CSN for a similar debt instrument without the conversion feature. The equity component, recorded as additional paid-in capital, was $12.8 million, which represents the difference between the proceeds from the issuance of the CSN and the fair value of the liability, net of deferred taxes of $6.9 million as of the date of the issuance of the CSN. ASC Topic 470-20 also requires an accretion of the resultant debt discount over the expected life of the CSN, which was March 7, 2008 to March 15, 2013. For the period ended March 31, 2013 and March 31, 2012 the additional pre-tax non-cash interest expense recognized in the consolidated statement of operations was $0.8 million and $1.1 million, respectively. Accumulated amortization related to the debt discount was $19.7 million and $18.9 million as of March 31, 2013 and December 31, 2012, respectively.

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Under the terms of the CSN Indenture, the failure to pay principal when done constituted an Event of Default. The Company addressed the default under CSN through the Plan of Reorganization as described in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on June 18, 2013. Effective June 5, 2013, the outstanding balance of CSN was cancelled.

Senior Secured Notes (the “SSN”)

On December 2, 2009, the Company issued $380 million 9.125% Senior Secured Notes due 2016 and €380 million ($487.1 million) 8.875% Senior Secured Notes due 2016 in an unregistered offering to institutional investors. The Company used a portion of the net proceeds from the SSN to redeem the Company’s outstanding 2012 Notes, having an aggregate principal amount of €245.4 million ($314.6 million) on January 4, 2010. The remainder of the net proceeds from the SSN was used to (i) purchase Lion Capital’s remaining equity interest in Russian Alcohol Group by exercising the Lion Option and the Co-Investor Option, pursuant to the terms and conditions of the Lion Option Agreement and the Co-Investor Option Agreement, respectively (ii) repay all amounts outstanding under Russian Alcohol Group credit facilities; and (iii) repay certain other indebtedness.

On December 9, 2010, the Company issued an additional €50.0 million ($64.1 million) 8.875% Senior Secured Notes due 2016 in an unregistered offering to institutional investors. The Company used the net proceeds from the additional 2016 Notes to repay its term loans and overdraft facilities with Bank Handlowy w Warszawie S.A and Bank Zachodni WBK S.A.

As of March 31, 2013 and December 31, 2012 the Company had accrued interest of $27.9 million and $7.1 million respectively, related to the SSN, with the next coupon due for payment on June 1, 2013, that was not paid.

The failure to pay principal when due on the CSN constituted an Event of Default under the SSN Indenture. Under the 2016 SSN Indenture, if an Event of Default occurs and is continuing, then the Trustee or holders of not less than 25% of the aggregate principal amount of the outstanding 9.125% Senior Secured Notes due 2016 and 8.875% Senior Secured Notes due 2016 may, declare the principal plus any accrued and unpaid interest on the SSN to be immediately due and payable. The default on CSN caused the SSN to become callable on demand. The Company addressed the default under SSN through the Plan of Reorganization as described in our Annual Report on Form 10-K for the year December 31, 2012 filed with the SEC on June 18, 2013. Effective June 5, 2013, all SSN were cancelled.

Total obligations under the SSN are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method as shown in the table below:

The fair value of the SSN as of March 31, 2013 and as of December 31, 2012 was $729.3 million and $590.9 million, respectively.

Debt Security (the “RTL Notes”)

On May 7, 2012, the Company issued $70 million principal amount of senior notes due March 18, 2013, bearing an interest rate of 3.00% to Russian Standard Bank. Pursuant to the Amended SPA, upon approval of the Company’s shareholders,

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and after the satisfaction of certain other conditions including the receipt of certain Polish regulatory waivers, RTL was to purchase such number of shares of common stock at a purchase price of $5.25 per share sufficient to repay the then-outstanding principal amount of the Debt Security, totaling approximately 13.3 million shares of common stock and sell to CEDC the entire principal amount of the Debt Security. In addition, interest payable on the Debt Security prior to the Second Closing was, at the option of RTL and after the Second Closing, to be effectively paid in shares of common stock at a price $3.44 per share of common stock. Pursuant to the Amended SPA, the final maturity date for the Debt Security was to be extended to July 31, 2016.

On March 1, 2013, with effect from February 25, 2013 the Company and RTL have entered into a credit facility with an aggregate principal amount of $50 million (the “RTL Credit Facility”). Pursuant to the terms of the RTL Credit Facility, $50 million aggregate principal amount of the RTL Notes was converted into a new term loan from RTL to the Company in an aggregate principal amount of $50 million.

As of March 31, 2013 the remaining balance of RTL Notes of $20 million was not paid and was overdue. The Company addressed the unsettled RTL Notes through the Plan of Reorganization as described in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on June 18, 2013.

Total obligations under Debt Security amortized over the life of the borrowings using the effective interest rate method as are shown in the table below:

The fair value of the Debt Security as of March 31, 2013 and December 31, 2012 was $21.1 million and $70.4 million, respectively.

As of March 31, 2013, the Company had accrued interest of $1.1 million, related to the Debt Security, with the coupon due for payment on March 18, 2013, which was not settled.

Total accumulated unamortized debt discount related to the Company’s debt was $12.7 million and $13.6 million as of March 31, 2013 and December 31, 2012, respectively. The Debt Security was cancelled by the effectiveness of the Plan of Reorganization.

Conversion of RTL Notes

As mentioned above, on March 1, 2013, with effect from February 25, 2013 the Company and Roust Trading Ltd. (“Roust Trading”) entered into a credit facility with an aggregate principal amount of $50 million (the “RTL Credit Facility”).

Pursuant to the terms of the RTL Credit Facility, $50 million aggregate principal amount of the 3% senior notes due 2013 issued by the Company to RTL in May, 2012, (the “RTL Notes”) was converted into a new term loan from Roust Trading to the Company in an aggregate principal amount of $50 million (the “Conversion”). The amounts owed under the RTL Credit Facility are to be used for working capital and general corporate purposes.

The RTL Credit Facility bears interest at 3.00% per annum. Accrued interest under the RTL Credit Facility should have been paid by the Company on March 18, 2013. On the last day of the first interest period under the RTL Credit Facility, the Company should have paid to Roust Trading an amount equal to the amount of interest accrued on $50 million of the RTL Notes between September 18, 2012 and the day falling immediately prior to the date on which the Conversion takes place. Both, the first interest payment and the additional interest were not paid as of March 31, 2013. As of March 31, 2013, total outstanding debt under RTL Credit Facility is $50.8 million.

The RTL Credit facility was cancelled by the effectiveness of the Plan of Reorganization.

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Tax charge for the three months ended March 31, 2013 was $3.1 million which represents an effective tax rate for this period of (4.0%). The underlying tax rates in key jurisdictions are 20% in Russia, 19% in Poland and Ukraine, 19% in Hungary and 35% in the United States. The difference between the effective tax rate and statutory rates was primarily due to valuation allowance recorded against tax loss carryforwards that the Company believes will not be utilised in the future. Changes in the Company’s uncertain income tax positions, excluding the related accrual for interest and penalties, for the three-month period ended March 31, 2013 result from additions to accruals for current year tax positions and reductions for prior year tax positions. As of March 31, 2013 and December 31, 2012, the uncertain income tax position balance was $17.8 million and $18.9 million, respectively.

Supply contracts

The Company has various agreements covering its sources of supply, which, in some cases, may be terminated by either party on relatively short notice. Thus, there is a risk that a portion of the Company’s supply of products could be curtailed at any time.

Bank Guarantees

In accordance with current legislation in Russia each producer of spirit beverages must acquire excise stamps and must pay excise tax in full before buying spirit for production purposes. For each lot of stamps purchased, the alcohol producer must provide the relevant body with a bank guarantee in the full amount of payment for the excise tax to secure the legality of usage of the excise stamps. This bank guarantee serves as insurance against the illegal usage of excise stamps by an alcohol producer.

In addition, under new legislation effective since August 1, 2012 the producer purchasing spirit alcohol must a) prepay the excise tax in full or b) provide the relevant tax body with a bank guarantee in the full amount of the excise tax before purchasing to secure payment of the excise tax. This bank guarantee serves as insurance that the excise tax is paid in time.

Russian Alcohol has in place a guarantee line agreement with multiple banks pursuant to which it was provided with a guarantee limit of 23.2 billion Russian rubles (approximately $747.5 million) for a period from 1 to 4 years, Bravo Premium signed a guarantee line agreement with multiple banks pursuant to which it was provided with a guarantee limit of 837.8 million Russian rubles (approximately $27.0 million) for a period from 1 to 2 years and Whitehall has in place a guarantee line agreement with multiple banks pursuant to which it was provided with a guarantee limit of 1.9 billion Russian rubles (approximately $61.2 million) as insurance against the illegal usage of excise stamps.

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According to the agreements, companies have the right to obtain bank guarantees during the agreement term for each purchase of excise stamps and spirits. The guarantees for excise stamps are held by Rosalkoregulirovanie (the Federal Service for Alcohol Market Regulation), during the whole production period for which the excise stamps were purchased. The guarantee for excise tax is held by the beneficiary (the tax body) for 6 months after the end of month the spirit was purchased.

As of March 31, 2013, the Company has bank guarantees related to customs duties on imported goods in Poland of 4.9 million Polish zlotys (approximately $1.5 million).

Leases and Rent Commitments

Total rental expense related to operating leases for the three months period ended March 31, 2013 and March 31, 2012 are $4.1 million and $3.2 million respectively. The Company makes rental payments for real estate, vehicles, office, computer, and manufacturing equipment under operating leases.

The following is a schedule by years of the future rental payments under the non-cancelable operating leases as of March 31, 2013:

During 2013, the Company continued its policy of renewing its transportation fleet by way of capital leases.

The following table presents gross amount of motor vehicles under capital lease and their accumulated depreciation:

The future minimum lease payments for the assets under capital leases as of March 31, 2013 are as follows:

Assets subject to pledges

The following assets are subject to pledges:

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Legal proceedings

From time to time we are involved in legal proceedings arising in the normal course of our business, including opposition and cancellation proceedings with respect to trademarks similar to some of our brands, and other proceedings, both in the United States and elsewhere. Except as set forth below, we are not currently involved in or aware of any pending or threatened proceedings that we reasonably expect, either individually or in the aggregate, will result in a material adverse effect on our condensed consolidated financial statements.

On October 24, 2011, a class action complaint titled Steamfitters Local 449 Pension Fund vs. Central European Distribution Corporation, et al., was filed in the United States District Court, District of New Jersey on behalf of a putative class of all purchasers of our common stock from August 5, 2010 through February 28, 2011 against us and certain of our officers. The complaint seeks unspecified money damages and alleges violations of federal securities law in connection with alleged materially false and misleading statements and/or omissions regarding our business, financial results and prospects in our public statements and public filings with the SEC for the second and third quarters of 2010, relating to declines in our vodka portfolio, our need to take an impairment charge relating to the deterioration in fair value of certain of our brands in Poland and negative financial results from the launch of Żubrówka Biaĩa. Subsequent to the above complaint, a second, substantially similar class action complaint titled Tim Schuler v. Central European Distribution Corporation, et al., was filed in the same court. By court orders dated August 22, 2012, the Steamfitters action and the Schuler action were consolidated and are now proceeding in the District of New Jersey under the caption In re Central European Distribution Corp. Securities Litigation, 11-cv-6247 (JBS-KMW). The Arkansas Public Employees Retirement System and the Fresno County Employees’ Retirement Association have been named Lead Plaintiffs in this action. Pursuant to an Order of the Court, on February 19, 2013, Lead Plaintiffs filed a consolidated complaint on behalf of a purported class of all purchasers of the Company’s common stock between March 1, 2010 and February 28, 2011, advancing similar allegations to those contained in the original complaints concerning purported materially false and misleading statements and/or omissions relating principally to the purported negative financial results from the launch of Żubrówka Biaĩa. On April 10, 2013, the Court stayed the action as to CEDC pursuant to section 362 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) as a result of its April 7, 2013 filing of a voluntary petition (the “Petition”) for relief under the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

On May 13, 2013, the Bankruptcy Court conducted a hearing (the “Confirmation Hearing”) on (i) the adequacy of the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated March 8, 2013, as supplemented by Supplement No. 1 to the Amended and Restated Offering Memorandum, Consent Solicitation, and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated March 18, 2013 (Docket No. 10) (the “Disclosure Statement”), and (ii) confirmation of the Company’s Second Amended and Restated Joint Prepackaged Chapter 11 Plan of Reorganization (Docket No. 126) (the “Plan”). After the Confirmation Hearing the Bankruptcy Court entered its Findings of Fact, Conclusions of Law and Order (I) Approving (A) the Disclosure Statement Pursuant to Sections 1125 and 1126(c) of the Bankruptcy Code, (B) the Prepetition Solicitation Procedures, and (C) the Forms of Ballots, and (II) Confirming the Second Amended and Restated Joint Prepackaged Chapter 11 Plan of Reorganization of Central European Distribution Corporation et al. (Docket No. 166) (the “Confirmation Order”). Upon entry of the Confirmation Order by the Bankruptcy Court, the Company’s obligations with respect to this action were discharged and pursuant to the Plan (as modified by the Confirmation Order) and section 524 of the Bankruptcy Code, continuation of this action is permanently enjoined as to the Company.

On June 8, 2012, a purported securities fraud class action titled Grodko v. Central European Distribution Corporation, et al., was filed against the Company in the United States District Court for the Southern District of New York. The plaintiff in the lawsuit, who is suing purportedly on behalf of a class of all purchasers of the Company’s common stock between March 1, 2010 and June 4, 2012, alleges that the Company made false and/or misleading statements related to and/or failed to disclose that (1) the Company’s reported net sales in the years ended December 31, 2010 and 2011 were materially inflated; (2) as a result of a failure to account for retroactive trade rebates provided to the customers of Russian Alcohol, the Company anticipates restating its reported consolidated net sales, operating profit and related accounts for these periods; and (3) as a result of the foregoing, the Company’s statements were materially false and misleading at all relevant times. On August 7, 2012 a second, substantially similar class action complaint titled Puerto Rico System of Annuities and Pension for Teachers v. Central European Distribution Corporation, et al., was filed in the same court. By court orders dated September 4, 2012, the Grodko action and the Puerto Rico System of Annuities and Pension for Teachers action were transferred to the United States District Court for the District of New Jersey, where the actions have been consolidated and are proceeding under the caption Grodko v. Central European Distribution Corporation, et. al, No. 12-cv-5530 (JBS-KMW). The Puerto Rico System of Annuities and Pensions for Teachers has been named Lead Plaintiff in this action. On February 15, 2013, the Lead Plaintiff filed a consolidated amended complaint on behalf of a purported class of all purchasers of the Company’s common stock between March 1, 2010 and November 13, 2012, advancing similar allegations to those contained in the original complaints concerning purported materially false and misleading statements and/or omissions relating principally to accounting practices at CEDC’s Russian subsidiary, Russian Alcohol Group, and the Company’s related restatements. On April 10, 2013, the Court stayed the action as to CEDC pursuant to section 362 the Bankruptcy Code, as a result of its April 7, 2013 filing of the Petition for relief under the Bankruptcy Code in the Bankruptcy Court.

Upon entry of the Confirmation Order by the Bankruptcy Court, the Company’s obligations with respect to this action were discharged and pursuant to the Plan (as modified by the Confirmation Order) and section 524 of the Bankruptcy Code, continuation of this action is permanently enjoined as to the Company.

By complaints dated December 13, 2012, a single plaintiff filed two separate “derivative” actions against seven current and former CEDC directors, and against CEDC as a “nominal” defendant. The seven current and former directors named as defendants are: William Carey, Christopher Biedermann, David Bailey, Marek E. Forysiak, Markus Sieger, N. Scott Fine, Robert P. Koch and William S. Shanahan. These two actions were filed in the Superior Court of New Jersey, Burlington County, Chancery Division. Both complaints allege breaches of fiduciary duty, waste of corporate assets, and unjust enrichment. One complaint deals with alleged violations of the Foreign Corrupt Practices Act. The other complaint deals with alleged GAAP violations resulting from the Russian Alcohol Group trade rebate issue. Plaintiff is still in the process of attempting to effectuate service of the complaints on defendants. By orders dated April 30, 2013, the Court dismissed these derivative actions without prejudice and subject to reinstatement if the bankruptcy proceedings do not fully dispose of the issues between the parties.

The Company intends to mount a vigorous defense to the claims asserted. Although we believe the allegations in the above complaints are without merit, these types of lawsuits can be protracted, time-consuming, distracting to management and expensive and, whether or not the claims are ultimately successful, could ultimately have an adverse effect on our business, operating results and cash flows.

As noted in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2011, filed with the SEC on October 5, 2012, the Audit Committee, through its counsel, voluntarily notified the SEC of its internal investigation regarding the Company’s retroactive trade rebates, trade marketing refunds and related accounting issues. The Company has subsequently been contacted by the Fraud Division of the Criminal Division of the US Department of Justice (“DOJ”) regarding the disclosure in the Form 10-K/A for the year ended December 31, 2011, filed with the SEC on October 5, 2012 that there has been a breach of the books and records provisions of the Foreign Corrupt Practices Act (“FCPA”) of the United States and potentially other breaches of the FCPA. The Company has been asked to provide information about these matters on a voluntary basis to the SEC and DOJ. The Company is fully cooperating with the SEC and DOJ. Any action by the SEC or DOJ could result in criminal or civil sanctions against the Company and/or certain of its current or former officers, directors or employees. The Company cannot predict the duration, scope or ultimate outcome of the investigations and is unable to estimate the financial impact they may have, or predict the reporting periods in which any such financial impacts may be recorded.

During the three months ended March 31, 2013, the range of exercise prices for outstanding options was $7.90 to $60.92. During the three months ended March 31, 2013, the weighted average remaining contractual life of options outstanding is 5.3 years. Exercise prices for options exercisable as of March 31, 2013 ranged from $7.90 to $60.92.

The Company has issued stock options to employees under stock based compensation plans. Stock options are issued at the current market price, subject to a vesting period, which varies from one to three years. As of March 31, 2013, the Company has not changed the terms of any outstanding awards.

During the three months ended March 31, 2013, the Company recognized compensation cost of $0.3 million.

As of March 31, 2013, there was $1.0 million of total unrecognized compensation cost related to non-vested stock options, restricted stock units and restricted stock granted under the Company’s Stock Incentive Plan. The costs are expected to be recognized over the 2013 to 2014 period.

During the year ended December 31, 2012 and for the three months ended March 31, 2013 the Company did not grant any options to its employees. All of the outstanding options and warrants were cancelled pursuant to the Plan of Reorganization.

Comprehensive income/(loss) is defined as all changes in equity during a period except those resulting from investments by owners and distributions to owners. Comprehensive income/(loss) includes net income/(loss) adjusted by foreign currency translation adjustments. The foreign translation (losses)/gains on the re-measurements from foreign currencies to U.S. dollars are classified separately as foreign currency translation adjustment within accumulated other comprehensive income included in stockholders’ equity.

As of March 31, 2013, functional currencies exchange rates used to translate the balance sheet strengthened against the U.S. dollar as compared to the exchange rates as of December 31, 2012 and as a result $23.4 million of foreign currency translation adjustment was recognized as part of total comprehensive income.

Pursuant to the SPA, the Amended SPA and the Plan of Reorganization, as described in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on June 18, 2013. Mr. Roustam Tariko became the sole shareholder of CEDC. Further, Mr. Roustam Tariko has been appointed to CEDC’s Board of Directors as a non-Executive Chairman of the Board. Given that Mr. Roustam Tariko indirectly controls Roust Trading and Roust Trading directly controls Russian Standard Corporation (and indirectly controls other Russian Standard entities), all entities controlled by Mr. Tariko have become related parties of CEDC, including Russian Standard Bank, Russian Standard Corporation, Roust Inc., Russian Standard Vodka (USA), Inc., Russian Standard Vodka, Union Trust Story, F.LLI GANCIA & C. SpA.

As disclosed in Note 4, on May 7, 2012, the Company issued the RTL Notes, bearing on interest rate of 3% to Russian Standard Bank. On March 1, 2013, with effect from February 25, 2013 the Company and Roust Trading entered into the RTL Credit Facility. Pursuant to the terms of the RTL Credit Facility, $50 million RTL Notes were converted into a new term loan from Roust Trading to the Company. The RTL Credit Facility of $50 million is disclosed below in the table.

The outstanding balance of RTL Notes of $20.0 million was addressed through the Plan of Reorganization as described in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on June 18, 2013. Effective June 5, 2013 the outstanding balance of RTL Notes was fully eliminated.

Accrued interest on RTL Credit Facility and RTL Notes in the amount of $0.8 million and $1.1 million, is included in bank loans and other accrued liabilities, respectively, as of March 31, 2013.

Russian Standard Bank loan of $15.1 million was described in details in Note 4.

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In the ordinary course of business, the Company is involved in transactions with entities controlled by Mr. Tariko (“Roust”) that resulted in recognition of revenues, expenses, assets and liabilities by the Company. There were no significant transactions with the entities controlled by Mr. Tariko within the comparative quarter of prior year.

The following table summarizes the transactions with Roust as included in the Company’s Condensed Consolidated Financial Statements (unaudited):

Accounts receivable and trade accounts payable result from sold and purchase transactions made primarily with Roust Inc. in the ordinary course of business. Other current assets comprise mainly of CEDC inventories sold at market prices and held by Roust Inc. under an arrangement to repurchase those inventories with storage and logistic cost mark-up.

Net sales and costs of goods sold comprise revenue and related costs from sales of Gancia products to Roust Inc. SG&A relate to costs of renting office premises from Union Trust Story and Russian Standard Vodka. Interest expense comprises $0.6 million of interest on RTL Notes and $0.3 million of interest on bank loans from Russian Standard Bank and Roust Trading Ltd., mentioned above.

The following items are included in Interest Income/ (expense), net:

The following items are included in Other financial income / (expense), net:

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The following items are included in Other non-operating income / (expense):

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

Employee stock options granted have not been included in the above calculations of diluted earnings per share where the exercise price is less than the average market price of the common stock during the three months ended March 31, 2013 and 2012. In addition there is no adjustment to fully diluted shares related to the Convertible Senior Notes as the average market price was below the conversion price for the periods.

The Company measures certain assets and liabilities at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a fair value hierarchy, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs used to measure fair value are:

The fair value of substantially all of the Company’s assets is based on observable inputs, including readily available quoted market prices, which meet the definition of a Level 1 or Level 2 input.

As of March 31, 2013 and December 31, 2012, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of cash and cash equivalents. The monetary assets represented by these financial instruments are primarily located in Poland, Hungary and Russia. Consequently, they are subject to currency translation risk when reporting in U.S. dollars.

The Company does not have any financial assets measured at fair value on a recurring basis as Level 3. The Company has also certain financial liabilities which are measured at fair value on recurring basis for disclosure purposes only, namely, Convertible Senior Notes, Senior Secured Notes and Debt Security. The fair value of Convertible Senior Notes and Secured Senior Notes is

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determined based on quoted market prices in public markets and is categorized as Level 1. Fair value of Debt Security is determined based on the principal face value and accrued interest and is categorized as Level 3. The fair value of Convertible Senior Notes, Secured Senior Notes and Debt Security as of March 31, 2013 and December 31, 2012 is disclosed in Note 4 “Borrowings.” There were no transfers in or out of Level 1, Level 2 or Level 3 during the three months ended March 31, 2013 and during the annual period ended December 31, 2012.

Non-financial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment on the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual depletion of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value. As of the balance sheet date, the carrying value of its long-lived assets are recoverable and no impairment existed.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring and nonrecurring basis (cash and cash equivalents, goodwill, trademarks and customer relationships) as of March 31, 2013, and December 31, 2012:

The Company has other financial instruments, such as receivables, accounts payable, overdrafts, short term bank loans and other liabilities which have been excluded from the tables above. Due to the short-term nature of these instruments, the carrying value approximate their fair values. The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of March 31, 2013.

Substantially all of the Company’s operating cash flows and assets are denominated in Polish zloty, Russian ruble and Hungarian forint. This means that the Company is exposed to translation movements both on its balance sheet and statement of operations and comprehensive income. The impact on working capital items is demonstrated on the cash flow statement as the movement in exchange on cash and cash equivalents. The impact on the statement of operations is by the movement of the average exchange rate used to restate the statement of operations from Polish zloty, Russian ruble and Hungarian forint to U.S. dollars. The amounts shown as exchange rate gains or losses on the face of the statements of operations relate only to realized gains or losses on transactions that are not denominated in Polish zloty, Russian ruble or Hungarian forint. Table below presents the exchange rates used for translation of our balance sheet and statement of operations and comprehensive income balances as of and for the three months ended March 31, 2013:

Because the Company’s reporting currency is the U.S. dollar, the translation effects of fluctuations in the exchange rate of our functional currencies have impacted the Company’s financial condition and results of operations and have affected the comparability of our results between financial periods.

The Company has borrowings including its Convertible Notes due 2013 and Senior Secured Notes due 2016 that are denominated in U.S. dollars and euros, which have been lent to its operations where the functional currency is the Polish zloty and Russian ruble. The effect of having debt denominated in currencies other than the Company’s functional currencies is to

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increase or decrease the value of the Company’s liabilities on that debt in terms of the Company’s functional currencies when those functional currencies depreciate or appreciate in value respectively. As a result of this, the Company is exposed to gains and losses on the re-measurement of these liabilities. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rate which could result in a significant impact in the results of the Company’s operations.

The Company operates and manages its business based upon three primary geographic segments: Poland, Russia and Hungary. Selected financial data split based upon this segmentation assuming elimination of intercompany revenues and profits is shown below: Segment information represents only continuing operations.

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Plan of Reorganization

As described in Note 1, on March 15, 2013, the Company failed to pay $257.9 million principal due on the 2013 Notes. Under the terms of the 2013 Notes Indenture, the failure to pay principal when due constituted an event of default (as defined under the CSN Indenture).

On April 7, 2013, CEDC and its subsidiaries CEDC Finance Corporation International, Inc. and CEDC Finance Corporation, LLC filed voluntary petitions for reorganization under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to effectuate the Debtors’ prepackaged Chapter 11 Plan of Reorganization, which became effective June 5, 2013.

On June 5, 2013, the Company along with CEDC Finance Corporation International, Inc., an indirect wholly-owned subsidiary of the Company (the “Issuer”), entered into an Indenture (the “Senior Secured Notes Indenture”), between the Company, the Issuer, certain subsidiary guarantors named therein, and US Bank, N.A., as Trustee. In connection with the Senior Secured Notes Indenture, the Issuer issued $465 million Senior Secured Notes due 2018 (the “Senior Secured Notes”) to holders of the SSN which were cancelled pursuant to the Plan of Reorganization. The issuance of the Senior Secured Notes to holders of the SSN is expected to take place on or about June 19, 2013. The Senior Secured Notes will be secured by, among other things, (a) a first-priority pledge over the shares of the Issuer and certain subsidiaries of the Company, (b) a first-priority assignment of rights under certain bank accounts of the Company, (c) certain intercompany loans, and (d) a first-priority mortgage over certain real property and fixtures.

On June 5, 2013, the Company and the Issuer, entered into an Indenture (the “Convertible Notes Indenture”), between the Company, the Issuer, certain subsidiary guarantors named therein, and US Bank, N.A., as Trustee (the “Trustee”). In connection with the Convertible Notes Indenture, the Issuer issued $200 million Convertible Junior Secured Notes due 2018 (the “Convertible Notes” and, together with the Senior Secured Notes, the “New Notes”) to holders of the SSN, which were cancelled pursuant to the Company and the Issuer’s plan of reorganization. The issuance of the Convertible Notes to holders of the SSN took place on or about June 19, 2013. The Convertible Notes will be secured by, among other things, (a) a first-priority pledge over the shares of the Issuer and certain subsidiaries of the Company, (b) a first-priority assignment of rights under certain bank accounts of the Company, (c) certain intercompany loans, and (d) a first-priority mortgage over certain real property and fixtures.

Other material terms of the indentures can be found in the Company’s Form T-3/As, filed with the SEC on March 11, 2013 and May 20, 2013.

On June 5, 2013, in connection with the consummation of the exchange offers, the Company issued an aggregate of 10,000 shares of New Common Stock to RTL. The issuance of the New Notes and the common stock under the Plan was made pursuant to an exemption from the registration requirements of the Securities Act contained in Section 1145(a) of the Bankruptcy Code.

Pursuant to the Plan, all of the Company’s shares of pre-emergence common stock (“Pre-Emergence Shares”) were cancelled on the Effective Date. Holders of such Pre-Emergence Shares did not and will not receive any distributions under the Plan. In accordance with the terms of the Plan, RTL and its affiliates have acquired control of 100% of the voting securities of the Company. As a result of the Company’s emergence from Chapter 11 and in accordance with the Plan, the following persons have been named as directors of the Company: