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) January 7, 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 January 7, 2005, AMCON issued a press release announcing its earnings for
the fourth quarter and fiscal year ended September 24, 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 January 7, 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: January 7, 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 January 7, 2004, issued by AMCON
Distributing Company
Exhibit 99.1
NEWS RELEASE
AMCON TAKES IMPAIRMENT CHARGE AND REPORTS LOSS FOR YEAR
Omaha, NE, January 7, 2005 - AMCON Distributing Company (AMEX:DIT), an Omaha,
NE based consumer products company, announced today that its sales increased
by 6.7% for the fiscal year ended September 24, 2004. The Company incurred
an overall loss available for common shareholders for the fiscal year of $4.2
million or $7.94 per fully diluted common share versus a profit of $1.0
million or $1.91 per fully diluted common share for the prior year. This
loss included a pre-tax charge of $3.6 million taken during the fiscal year
related to the impairment of intangible assets in the Company's beverage
segment.
William F. Wright, Chairman of the Board of AMCON, noted that, "In spite of
our increase in sales, which was generated primarily by our profitable
wholesale distribution segment, our year-end financial results are quite
disappointing. Even though many good things happened during the last fiscal
year, we are not at all satisfied with the financial performance.
"Recently, we have renewed, for a period of two and a half years, our $55
million line of credit with a group led by LaSalle Bank, a subsidiary of ABN
AMRO. Such renewal for our operating line was at less than the prime rate
of interest. In addition, during the past six months, we have placed $4.5
million of our Preferred Stock with a dividend rate under 6.8%. The proceeds
from a $5.0 million term loan, which was part of the bank refinancing, and
$1.8 million of Preferred Stock were used to retire all of the subordinated
debt which originated from our original purchase of seven retail health food
stores in the Midwest.
"The biggest contributor to our loss before impairment charges came from the
operations of The Beverage Group, Inc. Recently, we have completed a total
reorganization of that company which included the shifting of certain
products to Trinity Springs, Inc. and Hawaiian Natural Water Company, Inc.,
two of our subsidiaries. This shift allowed us to significantly reduce
personnel and other costs in The Beverage Group, the results of which will
show up in the second quarter of our current fiscal year.
"We are also presently looking at a reorganization of our overall Company and
are considering whether or not to structure ourselves as a holding company
with three separate operating segments. With a streamlined holding company,
we believe there are many benefits to our organization. Accordingly, we
anticipate future announcements in this area.
"As discussed in the 2004 Annual Report to Shareholders, the Company is
implementing a strategy to invest its cash resources into growth-oriented
businesses and has therefore determined to suspend the payment of cash
dividends for the foreseeable future. We will periodically revisit our
dividend policy to determine whether we have adequate internally generated
funds, together with other needed financing, to fund our growth and
operations in order to resume the payment of cash dividends.
"Finally, Chris Atayan, the Senior Managing Director at Slusser and
Associates, Inc., a New York City Investment Banking firm, has recently
joined our Board of Directors. In addition to Chris' wealth of experience in
investment banking and long-term relationship with AMCON since the late
1980s, Chris has been a successful investor and director in retail and
beverage enterprises and grew up in a family owned convenience wholesale
distribution business, so he is very familiar with all of our industry
segments. Also this year, Bill Hoppner, a long-term director of the
Company, was elected Senior Vice President of the Company and placed in
charge of the retail health food and beverage segments."
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 (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. 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 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
CONSOLIDATED BALANCE SHEETS
AMCON Distributing Company and Subsidiaries
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Fiscal Year End September 2004 2003
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ASSETS
Current assets:
Cash $ 416,073 $ 668,073
Accounts receivable, less allowance
for doubtful accounts of $0.7 million
and $0.8 million in 2004 and 2003, respectively 29,586,255 28,170,129
Available-for-sale investments - 512,694
Inventories 36,481,014 32,489,051
Income tax receivable 1,162,625 -
Deferred income taxes 2,548,391 1,568,476
Other 708,916 581,950
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Total current assets 70,903,274 63,990,373
Fixed assets, net 20,095,334 16,951,615
Goodwill 6,449,741 6,091,397
Other intangible assets 13,271,211 11,420,542
Other assets 1,010,303 1,045,503
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$ 111,729,863 $ 99,499,430
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17,762,392 $ 15,092,091
Accrued expenses 4,427,976 3,715,370
Accrued wages, salaries, bonuses 1,380,477 1,462,678
Income tax payable - 540,414
Current liabilities of discontinued operations 107,724 117,612
Current portion of long-term debt 11,409,234 15,348,167
Current portion of subordinated debt 7,876,219 7,762,666
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Total current liabilities 42,964,022 44,038,998
Deferred income taxes 593,018 1,367,367
Noncurrent liabilities of discontinued operations - 161,025
Other long-term liabilities 2,807,000 -
Long-term debt, less current portion 50,063,571 35,654,423
Subordinated debt, less current portion - 976,220
Minority interest 97,100 -
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, 15,000,000 shares authorized,
527,062 and 528,159 issued in 2004 and 2003, respectively 5,271 31,690
Additional paid-in capital - preferred stock 2,437,355 -
Additional paid-in capital - common stock 6,218,476 5,997,977
Accumulated other comprehensive income, net of tax
of $0.1 million in 2004 and 2003, respectively 59,900 220,732
Retained earnings 6,483,150 11,050,998
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15,205,152 17,301,397
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$ 111,729,863 $ 99,499,430
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CONSOLIDATED STATEMENTS OF OPERATIONS
AMCON Distributing Company and Subsidiaries
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Fiscal Years Ended September 2004 2003 2002
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Sales (including excise taxes of $191.6 million,
$172.2 million and $166.5 million in 2004, 2003
and 2002, respectively) $ 823,805,300 $ 772,135,351 $ 847,116,997
Cost of sales 765,630,341 711,974,154 785,192,882
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Gross profit 58,174,959 60,161,197 61,924,115
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Selling, general and administrative expenses 56,053,767 53,049,723 51,610,419
Depreciation and amortization 2,386,767 2,284,608 3,163,549
Impairment charges 3,578,255 - -
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62,018,789 55,334,331 54,773,968
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(Loss) income from operations (3,843,830) 4,826,866 7,150,147
Other expense (income):
Interest expense 3,385,394 3,269,777 4,272,783
Other income, net (576,677) (98,384) (505,712)
Equity in loss of unconsolidated affiliate - - 95,007
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2,808,717 3,171,393 3,862,078
(Loss) income from operations
before income taxes (6,652,547) 1,655,473 3,288,069
Income tax (benefit) expense (2,423,000) 629,000 1,316,000
Minority interest, net of tax (91,000) - -
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Net (loss) income (4,138,547) 1,026,473 1,972,069
Preferred stock dividend requirements 49,474 - -
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(Loss) income available
to common shareholders $ (4,188,021) $ 1,026,473 $ 1,972,069
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Basic (loss) earnings per share $ (7.94) $ 1.95 $ 3.90
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Diluted (loss) earnings per share $ (7.94) $ 1.91 $ 3.81
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Weighted average shares outstanding:
Basic 527,774 527,699 505,414
Diluted 527,774 537,042 518,197
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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