SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) August 9, 2004
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AMCON DISTRIBUTING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 0-24708 47-0702918
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7405 Irvington Road, Omaha, NE 68122
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(Address of principal executive offices) (Zip Code)
(402) 331-3727
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated August 9, 2004, issued
by AMCON Distributing Company
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 9, 2004, AMCON issued a press release announcing its earnings for
the third quarter and nine months ended June 25, 2004. The press release is
furnished herewith as an exhibit and incorporated herein by reference.
The information in this Current Report (including the exhibit) shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
The information in this Current Report shall not be incorporated by reference
into any registration statement or other document pursuant to the Securities
Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMCON DISTRIBUTING COMPANY
(Registrant)
Date: August 10, 2004 By : Michael D. James
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Name: Michael D. James
Title: Treasurer & Chief Financial
Officer
EXHIBIT INDEX
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Exhibit Description
99.1 Press release, dated August 9, 2004, issued by AMCON
Distributing Company
Exhibit 99.1
NEWS RELEASE
AMCON DISTRIBUTING REPORTS THIRD QUARTER RESULTS
Omaha, Nebraska - August 9, 2004 AMCON Distributing Company (AMEX:DIT), an
Omaha, Nebraska based consumer products company, today reported sales of
$218.9 million for the third quarter ended June 2004. This compares with
sales of $189.9 million for the third quarter of the prior year. Sales for
the nine months ended June 2004, were $605.3 million compared to $564.7
million for the prior nine month period ended June 2003. The Company
reported a net loss for the current third quarter of $0.3 million ($0.50 per
diluted share) compared to net income of $0.7 million ($1.29 per diluted
share) for the prior third quarter. A net loss for the nine month period
ended June 2004 was $0.9 million ($1.61 per diluted share) compared to a
profit of $0.7 million ($1.29 per diluted share) for the prior comparable
nine month period ended June 2003.
William F. Wright, Chairman of AMCON Distributing Company, stated that
"During the third quarter ended June 2004, the Company announced the
acquisition of the Trinity/R/ tradename and substantially all of the
operating assets from Trinity Springs, Ltd. The Company also completed a
one-for-six reverse stock split which eliminated a significant number of
small shareholders, issued $2.5 million of convertible preferred stock in a
private placement transaction and opened a new retail store in Oklahoma.
The loss for the quarter was primarily the result of approximately $1.1
million in losses (after-tax) incurred in our beverage segment during the
quarter and adverse LIFO adjustments to our inventories across all segments.
With our recent acquisition of the business of Trinity Springs, which is
showing significant increases in year-to-year sales, we are presently in the
process of rationalizing all costs and personnel in the beverage segment.
This process will continue through our fourth quarter and should be completed
by October 1, the start of our next fiscal year.
Our retail segment, which produced significant improvements in net income
during the first six months of the fiscal year, saw sales drop in the third
quarter, when compared to the prior year, which, combined with a $0.2 million
charge to cost of sales to increase its LIFO inventory reserve, produced a
net loss of $0.4 million for the quarter. Sales fell, despite the opening of
new store in April 2004, primarily due to our migration away from deli
operations in the Florida stores, a government ban on ephedra-based products,
and a shift in sales of low-carb products to main stream grocery stores."
Wright added, "Sales in our wholesale distribution segment increased by
approximately 16% during the third quarter when compared to the prior year,
primarily due to sales to new customers. The wholesale distribution segment
produced net income of $1.3 million during the quarter. This amount was down
from the net income of $1.7 million during the third quarter of the prior
year, which received a boost from a reduction to cost of sales of $1.3
million to decrease its LIFO inventory reserve compared with a charge to cost
of sales of $0.1 million to increase the LIFO inventory reserve during the
third quarter of the current year."
AMCON is a leading wholesale distributor of consumer products including
beverages, candy, tobacco, groceries, food service, frozen and chilled foods,
and health and beauty care products with distribution centers in Illinois,
Missouri, Nebraska, North Dakota, South Dakota and Wyoming. Chamberlin's
Natural Foods, Inc. and Health Food Associates, Inc., both wholly-owned
subsidiaries of The Healthy Edge, Inc. (formerly Food For Health Co., Inc.),
operate health and natural product retail stores in central Florida (7),
Kansas, Missouri, Nebraska and Oklahoma (4). The retail stores operate under
the names Chamberlin's Market & Cafe and Akin's Natural Foods Market.
Hawaiian Natural Water Company, Inc. produces and sells natural spring water
under the Hawaiian Springs label. The water is bottled at the source on the
Big Island of Hawaii. Trinity Springs, Inc., which was acquired in June
2004, produces and sells geothermal bottled water and a natural mineral
supplement under the Trinity label. The water and mineral supplement are
both bottled at the base of the Trinity Mountains in Paradise, Idaho, one of
the worlds deepest know sources. The Beverage Group, Inc. markets and
distributes Hawaiian Springs and other premium beverage products, including
HYPE Energy Drink, Lightnin' Energy Drink, Royal Kona Iced Coffee, Bottle
Green Presse and Fruit Sodas, Bahia drinks and Xterra, a line of sports
beverages and energy bars, in the United States, Canada and Mexico.
This news release contains forward looking statements that are subject to
risks and uncertainties and which reflect management's current beliefs and
estimates of future economic circumstances, industry conditions, Company
performance and financial results. A number of factors could affect the
future results of the Company and could cause those results to differ
materially from those expressed in the Company's forward looking statements.
Moreover, past financial performance should not be considered a reliable
indicator of future performance. Accordingly, the Company claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 with respect to all such
forward-looking statements.
Visit AMCON Distributing Company's web site at: www.amcon.com
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
June 2004 and September 2003
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(Unaudited)
June 2004 September 2003
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ASSETS
Current assets:
Cash $ 711,257 $ 668,073
Available-for-sale securities - 512,694
Accounts receivable, less allowance for doubtful
accounts of $0.9 million and $0.8 million,
respectively 28,491,176 28,170,129
Inventories 30,798,156 32,489,051
Income tax receivable 1,075,629 -
Deferred income taxes 1,568,476 1,568,476
Other 1,124,721 581,950
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Total current assets 63,769,415 63,990,373
Fixed assets, net 19,842,824 16,951,615
Goodwill 6,091,397 6,091,397
Other intangible assets 19,267,938 11,420,542
Other assets 1,021,310 1,045,503
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$ 109,992,884 $ 99,499,430
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,319,600 $ 15,092,091
Accrued expenses and other current liabilities 4,447,798 3,715,370
Accrued wages, salaries, bonuses 1,702,029 1,462,678
Income tax payable - 540,414
Current liabilities of discontinued operations 122,976 117,612
Current portion of long-term debt 10,762,065 15,348,167
Current portion of subordinated debt 7,785,486 7,762,666
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Total current liabilities 41,139,954 44,038,998
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Deferred income taxes 1,291,429 1,367,367
Non-current liabilities of discontinued operations - 161,025
Other long-term liabilities 5,146,551 -
Long-term debt, less current portion 43,457,833 35,654,423
Subordinated debt, less current portion 80,000 976,220
Minority interest - -
Commitments and contingencies
Shareholders' equity:
Series A cumulative convertible preferred
stock, $.01 par value, 100,000 shares authorized
and issued 1,000 -
Common stock, $.01 par value, 2,500,000
shares authorized, 527,062 and 528,159
shares issued, respectively 5,271 31,690
Additional paid-in capital - preferred stock 2,454,568 -
Additional paid-in capital - common stock 6,406,575 5,997,977
Accumulated other comprehensive income,
net of tax of $0.1 million and $0.1 million,
respectively 95,933 220,732
Retained earnings 9,913,770 11,050,998
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Total shareholders' equity 18,877,117 17,301,397
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$ 109,992,884 $ 99,499,430
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Statements of Operations
for the three and nine month periods ended June 2004 and 2003
(Unaudited)
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For the three months For the nine months
ended June ended June
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2004 2003 2004 2003
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Sales (including excise taxes of
$50.3 million and $42.8 million, and
$141.3 million and $123.4 million,
respectively) $ 218,891,060 $ 189,949,079 $ 605,345,475 $ 564,678,909
Cost of sales 203,794,520 173,924,679 561,580,512 520,979,369
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Gross profit 15,096,540 16,024,400 43,764,963 43,699,540
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Selling, general and administrative
expenses 14,235,975 13,628,524 41,618,177 38,803,228
Depreciation and amortization 554,862 574,332 1,683,313 1,706,844
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14,790,837 14,202,856 43,301,490 40,510,072
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Income from operations 305,703 1,821,544 463,473 3,189,468
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Other expense (income):
Interest expense 842,260 788,898 2,445,401 2,436,769
Other (108,797) (85,159) (555,663) (367,294)
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733,463 703,739 1,889,738 2,069,475
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Income (loss) before income taxes (427,760) 1,117,805 (1,426,265) 1,119,993
Income tax expense (benefit) (163,000) 427,000 (574,000) 428,000
Minority interest, net of tax - - - -
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Net income (loss) available
to common shareholders $ (264,760) $ 690,805 $ (852,265) $ 691,993
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Earnings (loss) per share:
Basic $ (0.50) $ 1.31 $ (1.61) $ 1.31
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Diluted $ (0.50) $ 1.29 $ (1.61) $ 1.29
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Dividends per share $ 0.18 $ 0.18 $ 0.54 $ 0.54
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Weighted average shares outstanding:
Basic 527,671 528,159 528,010 527,545
Diluted 527,671 534,858 528,010 536,857
FOR FURTHER INFORMATION CONTACT:
Michael D. James
Chief Financial Officer
AMCON Distributing Company
Tel 402-331-3727
Fax 402-331-4834
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