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) February 14, 2005
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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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 14, 2005, AMCON issued a press release announcing its earnings
for the first quarter ended December 31, 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated February 14, 2005, issued
by AMCON Distributing Company
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: February 14, 2005 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 February 14, 2005, issued by AMCON
Distributing Company
Exhibit 99.1
NEWS RELEASE
AMCON REPORTS FIRST QUARTER
Omaha, NE, February 14, 2005 - AMCON Distributing Company (AMEX:DIT), an
Omaha, NE based consumer products company, announced today the results of its
first quarter. Sales for the quarter were $215.2 million compared to $193.0
million for the same quarter in the prior year. For the quarter, the
Company incurred a loss of $86,000 or $0.16 per diluted share compared with a
net income of $514,000 or $0.96 per diluted share for the first quarter of
the prior year.
William F. Wright, Chairman of AMCON, stated that, "Sales for the first
quarter increased by $22.2 million during the quarter. Of this increase,
$14.4 million related to an extra week of operations during the quarter which
resulted from a change in our reporting period from a 52-53 week year ending
on the last Friday in September to calendar months ending on September 30 of
each year. Without the change in our reporting period, comparable sales
would have increased $7.8 million with $6.5 million coming from our wholesale
distribution business and $1.3 million coming from our beverage operations.
Sales from Trinity Springs, Inc., which was acquired in June 2004,
represented $0.7 million of the beverage operations' increase.
"Income before taxes for the first quarter decreased by $0.2 million in the
wholesale distribution segment, $0.2 million in the retail health food
segment and $0.6 million in the beverage segment. The decrease in the
wholesale distribution segment was primarily related to a sale of securities
in the prior year which provided $0.4 million of income before taxes. The
reduction in our retail health food segment was primarily due to a $0.2
million increase in operating expenses. The reduction in the beverage
segment was due primarily to marketing expenses incurred by Trinity Springs,
which now is the Number 1 selling water in the retail health food industry,
to develop distribution beyond the health food industry. The new expenses
from Trinity were partially offset by a reduction of expenses from our
beverage marketing and distribution subsidiary of $0.6 million, which
subsidiary was recently reorganized and downsized."
Wright added "Although we incurred a small loss for the first quarter,
overall our performance is ahead of plan. We reorganized our beverage
marketing and distribution subsidiary during the first quarter and plan to
move more functions performed by it to other companies within our affiliated
group. Our Trinity Springs brand is currently a leader in the retail health
food channel and represents the fastest growing brand in the market. In
addition, we hope to be successful in introducing our Hawaiian Springs
bottled water brand and other specialty beverage products to the retail
health food market over the remainder of the year. We expect our beverage
segment will continue to incur losses during the second and third quarters of
this year as we continue to market and position our brands."
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., operate health and natural product
retail stores in central Florida (6), 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 in
Hawaii and other foreign markets and purified bottled water on the island of
Oahu in Hawaii. The natural spring 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 world's
deepest known sources. Trinity Springs also distributes Hawaiian Springs and
other premium beverage products on the U.S. mainland. The Beverage Group,
Inc. primarily markets energy drinks including HYPE, Lightnin', and other
private label energy drinks.
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 Unaudited Balance Sheets
December 31, 2004 and September 24, 2004
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December 2004 September 2004
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ASSETS
Current assets:
Cash $ 904,670 $ 416,073
Accounts receivable, less allowance for doubtful
accounts of $0.5 million and $0.7 million,
respectively 27,190,236 29,586,255
Inventories 36,617,385 36,481,014
Income tax receivable 955,839 1,162,625
Deferred income taxes 2,618,391 2,548,391
Other 1,179,421 708,916
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Total current assets 69,465,942 70,903,274
Fixed assets, net 20,958,714 20,095,334
Goodwill 6,449,741 6,449,741
Other intangible assets 13,216,751 13,271,211
Other assets 1,485,457 1,010,303
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$111,576,605 $111,729,863
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 11,924,157 $ 17,762,392
Accrued expenses 5,767,555 4,427,976
Accrued wages, salaries, bonuses 1,103,555 1,380,477
Current liabilities of discontinued operations 78,024 107,724
Current portion of long-term debt 9,562,560 11,409,234
Current portion of subordinated debt 1,076,219 7,876,219
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Total current liabilities 29,512,070 42,964,022
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Deferred income taxes 617,794 593,018
Other long-term liabilities 2,807,000 2,807,000
Long-term debt, less current portion 61,622,121 50,063,571
Minority interest - 97,100
Commitments and contingencies
Shareholders' equity:
Series A and B cumulative, convertible preferred stock,
$.01 par value 180,000 and 100,000 shares authorized
and issued, respectively 1,800 1,000
Common stock, $.01 par value, 15,000,000
shares authorized, 527,062 shares issued 5,271 5,271
Additional paid-in capital- preferred stock 4,294,200 2,437,355
Additional paid-in capital- common stock 6,218,476 6,218,476
Accumulated other comprehensive income,
net of tax of $0.1 million and $0.03 million, respectively 100,323 59,900
Retained earnings 6,397,550 6,483,150
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Total shareholders' equity 17,017,620 15,205,152
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$111,576,605 $111,729,863
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2004 and December 26, 2003
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2004 2003
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Sales (including excise taxes of
$49.6 million and $45.3 million,
respectively) $ 215,178,466 $ 193,037,116
Cost of sales 199,282,768 177,972,857
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Gross profit 15,895,698 15,064,259
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Selling, general and administrative
expenses 14,383,140 13,370,097
Depreciation and amortization 676,083 561,118
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15,059,223 13,931,215
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Income from operations 836,475 1,133,044
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Other expense (income):
Interest expense 1,076,082 778,908
Other income, net (59,389) (430,108)
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1,016,693 348,800
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(Loss) income from operations
before income taxes (180,218) 784,244
Income tax (benefit) expense (70,000) 270,000
Minority interest in loss, net of tax (97,100) -
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Net (loss) income $ (13,118) $ 514,244
Preferred stock dividend requirements 72,481 -
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(Loss) income available to common
shareholders $ (85,599) $ 514,244
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(Loss) earnings per share:
Basic $ (0.16) $ 0.97
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Diluted $ (0.16) $ 0.96
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Dividends per share $ - $ 0.18
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Weighted average shares outstanding:
Basic 527,062 528,165
Diluted 527,062 535,549
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2004 and December 26, 2003
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2004 2003
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Net cash flows from operating activities $ (2,493,207) $ 4,759,176
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets (1,278,617) (422,123)
Proceeds from sales of fixed assets 16,500 55,000
Proceeds from sales of available-for-sale
securities - 457,053
Other (6,476) -
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Net cash flows from investing activities (1,268,593) 89,930
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) proceeds on bank
credit agreements 13,621,209 (4,745,546)
Net proceeds from preferred stock issuance 1,857,645 -
Proceeds from borrowings of long-term debt 1,272,667 -
Preferred stock dividend requirements (72,481) -
Payments on long-term debt and
subordinated debt (11,982,000) (149,172)
Proceeds from exercise of stock options - 523
Debt issue costs (446,643) -
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Net cash flows from financing activities 4,250,397 (4,894,195)
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Net change in cash 488,597 (45,089)
Cash, beginning of period 416,073 668,073
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Cash, end of period $ 904,670 $ 622,984
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,012,476 $ 855,112
Cash paid (refunded) during the period
for income taxes (206,786) 879,813
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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