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) May 10, 2004
-------------------------------------------------------------------
AMCON DISTRIBUTING COMPANY
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-24708 47-0702918
------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7405 Irvington Road, Omaha, NE 68122
------------------------------------
(Address of principal executive offices) (Zip Code)
(402) 331-3727
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated May 10, 2004, issued
by AMCON Distributing Company
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 10, 2004, AMCON issued a press release announcing its earnings for the
second quarter and six months ended March 26, 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: May 13, 2004 By : Michael D. James
-------------------------
Name: Michael D. James
Title: Treasurer & Chief Financial
Officer
EXHIBIT INDEX
-------------
Exhibit Description
99.1 Press release, dated May 10, 2004, issued by AMCON
Distributing Company
Exhibit 99.1
NEWS RELEASE
AMCON DISTRIBUTING REPORTS SECOND QUARTER RESULTS
Omaha, Nebraska - May 10, 2004 - AMCON Distributing Company (AMEX:DIT), an
Omaha, Nebraska based consumer products company, today reported sales of
$193.4 million for the second quarter ended March 2004. This compares with
sales of $177.0 million for the prior second quarter. Sales for the six
months ended March 2004, were $386.5 million compared to $374.7 million for
the prior six month period ended March 2003. The Company reported a net loss
for the current second quarter of $1.1 million ($0.35 per diluted share)
compared to a net loss of $0.3 million ($0.09 per diluted share) for the
prior second quarter. Net loss for the six month period ended March 2004 was
$0.6 million ($0.19 per diluted share) compared to a profit of approximately
$1,000 ($0.00 per diluted share) for the prior comparable six month period
ended March 2003.
William F. Wright, Chairman of AMCON Distributing Company, stated that "We
are usually happy to put the second quarter behind us. This was particularly
true this year with the late winter storms and the southern California
grocery strikes occurring in addition to the normal winter factors. In the
last thirty-four quarters, we have lost money in five quarters and four of
those quarters have been second quarters. Part of that reason is that the
months of January, February and March (our second quarter) are the primary
winter months in our principal operating areas. And now, with our increased
emphasis on beverages, those same months are historically the poorest months
of the year for most beverage businesses.
The good things we saw in the second quarter were a significant increase in
sales (primarily in the wholesale distribution segment) and the continued
improvement in profitability year to date in the retail health food segment.
Our new retail health food store which opened in April 2004 has, in a matter
of weeks, achieved preliminary results which we were not expecting to see
until much later. In addition, in spite of the operating results, we
generated approximately $5.4 million in cash flow for the six month period
ended March, 2004 and saw our debt to equity ratio further reduced to 3.35."
Wright added, "Even though our beverage segment is still in the build-up
stage, we do not expect to see past levels of investment spending continued
in the future and expect the expenditures to move more in line with actual
revenues. This will relieve pressure on our income figures as all start-up
expenditures in the beverage segment are expensed as incurred, rather than
being capitalized, as would be the case were we to buy an existing company."
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 (3). The retail stores operate under
the names Chamberlin's Market & Cafe and Akin's Natural Foods Market.
Hawaiian Natural Water Company, Inc., which was acquired in December of 2001,
produces and sells natural spring water under the Hawaiian Springs label.
The water is bottled at the source on the Big Island of Hawaii. The Beverage
Group, Inc. markets and distributes Hawaiian Springs and other premium
beverage products, including HYPE 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
March 2004 and September 2003
----------------------------------------------------------------------------------------
(Unaudited)
March 2004 September 2003
------------ --------------
ASSETS
Current assets:
Cash $ 445,546 $ 668,073
Available-for-sale investments 92,250 512,694
Accounts receivable, less allowance for doubtful
accounts of $0.9 million and $0.8 million,
respectively 25,982,129 28,170,129
Inventories 28,955,831 32,489,051
Income tax receivable 944,622 -
Deferred income taxes 1,568,476 1,568,476
Other 623,733 581,950
------------ ------------
Total current assets 58,612,587 63,990,373
Fixed assets, net 16,757,226 16,951,615
Goodwill 6,091,397 6,091,397
Other intangible assets 11,535,389 11,420,542
Other assets 1,035,629 1,045,503
------------ ------------
$ 94,032,228 $ 99,499,430
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,888,996 $ 15,092,091
Accrued expenses 3,952,951 3,715,370
Accrued wages, salaries, bonuses 933,145 1,462,678
Income tax payable - 540,414
Current liabilities of discontinued operations 122,976 117,612
Current portion of long-term debt 10,472,601 15,348,167
Current portion of subordinated debt 7,692,666 7,762,666
------------ ------------
Total current liabilities 40,063,335 44,038,998
------------ ------------
Deferred income taxes 1,223,853 1,367,367
Non-current liabilities of discontinued operations - 161,025
Long-term debt, less current portion 35,479,553 35,654,423
Subordinated debt, less current portion 976,220 976,220
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value, 1,000,000
shares authorized, none outstanding - -
Common stock, $.01 par value, 15,000,000
shares authorized, 3,169,154 and 3,168,954
issued, respectively 31,692 31,690
Additional paid-in capital 5,998,497 5,997,977
Accumulated other comprehensive income,
net of tax of ($0.01) million and $0.1 million,
respectively (14,324) 220,732
Retained earnings 10,273,402 11,050,998
------------ ------------
Total shareholders' equity 16,289,267 17,301,397
------------ ------------
$ 94,032,228 $ 99,499,430
============ ============
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Statements of Operations
for the three and six-month periods ended March 2004 and 2003
(Unaudited)
---------------------------------------------------------------------------------------------------------
For the three months For the six months
ended March ended March
----------------------------- -----------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
Sales (including excise taxes of
$45.6 million and $38.9 million, and
$90.9 million and $80.6 million,
respectively) $ 193,417,295 $ 177,008,943 $ 386,454,415 $ 374,729,829
Cost of sales 179,813,134 163,177,678 357,785,991 347,054,689
------------- ------------- ------------- -------------
Gross profit 13,604,161 13,831,265 28,668,424 27,675,140
------------- ------------- ------------- -------------
Selling, general and administrative
expenses 14,012,107 12,999,003 27,382,204 25,174,706
Depreciation and amortization 567,332 576,164 1,128,450 1,132,511
------------- ------------- ------------- -------------
14,579,439 13,575,167 28,510,654 26,307,217
------------- ------------- ------------- -------------
Income from operations (975,278) 256,098 157,770 1,367,923
------------- ------------- ------------- -------------
Other expense (income):
Interest expense 824,233 804,219 1,603,141 1,647,873
Other (16,762) (110,335) (446,866) (282,137)
------------- ------------- ------------- -------------
807,471 693,884 1,156,275 1,365,736
------------- ------------- ------------- -------------
Income (loss) before income taxes (1,782,749) (437,786) (998,505) 2,187
Income tax expense (benefit) (681,000) (164,000) (411,000) 1,000
------------- ------------- ------------- -------------
Net income (loss) $ (1,101,749) $ (273,786) $ (587,505) $ 1,187
============= ============= ============= =============
Earnings (loss) per share:
Basic $ (0.35) $ (0.09) $ (0.19) $ 0.00
============= ============= ============= =============
Diluted $ (0.35) $ (0.09) $ (0.19) $ 0.00
============= ============= ============= =============
Dividends per share $ 0.03 $ 0.03 $ 0.06 $ 0.06
============= ============= ============= =============
Weighted average shares outstanding:
Basic 3,169,154 3,168,961 3,169,071 3,163,361
Diluted 3,169,154 3,168,961 3,169,071 3,227,194
FOR FURTHER INFORMATION CONTACT:
Michael D. James
Chief Financial Officer
AMCON Distributing Company
Tel 402-331-3727
Fax 402-331-4834
-end-