SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) August 22, 2005
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AMCON DISTRIBUTING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-15589 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 August 16, 2005, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the third quarter ended
June 30, 2005. A copy of the press release is being 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, as amended, or otherwise subject to the liabilities of
that Section. The information set forth in this Current Report on Form 8-K
(including the exhibit) shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of
1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
ITEM 8.01 OTHER EVENTS
On August 16, 2005, the Company issued a press release announcing that its
Board of Directors has appointed a Special Committee composed of independent
disinterested directors of the Board of Directors to consider strategic
alternatives, with particular emphasis on its beverage and retail health food
business segments.
As previously announced on June 6, 2005, the Company is studying the
feasibility of a spin-off of The Healthy Edge, Inc., a wholly-owned
subsidiary, to the Company's stockholders. This possible spin-off is being
considered in the context of transferring all of the common stock of Hawaiian
Natural Water Company, Inc., currently a direct wholly-owned subsidiary of
the Company, and all of the common stock of Trinity Springs, Inc., currently
85% owned directly by the Company, to The Healthy Edge, Inc. Chamberlin's
Natural Foods, Inc. and Health Food Associates, Inc. (d/b/a Akin's Natural
Foods Market) would continue as wholly-owned subsidiaries of The Healthy
Edge, Inc. Following these share transfers, the businesses constituting the
retail health food and beverage segments would be operated through these
current or proposed subsidiaries of The Healthy Edge, Inc.
Another principal strategic alternative under consideration which the Board
expects the Special Committee to explore is the potential sale of some or all
of the businesses constituting the retail health food and beverage segments.
In this regard, William F. Wright, the Company's Chairman of the Board, Chief
Executive Officer and largest stockholder, has expressed an interest in
forming a group to acquire those businesses on an arms-length basis with the
Special Committee acting on behalf of the Board of Directors.
A copy of the press release is being furnished herewith as an exhibit and
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated August 16, 2005
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 22, 2005 By : Michael D. James
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Name: Michael D. James
Title: Vice President &
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Description
99.1 Press release, dated August 16, 2005
Exhibit 99.1
NEWS RELEASE
AMCON APPOINTS SPECIAL BOARD COMMITTEE TO CONSIDER
STRATEGIC ALTERNATIVES AND REPORTS QUARTERLY RESULTS
Omaha, NE, August 16, 2005 AMCON Distributing Company (AMEX:DIT), an Omaha,
Nebraska based consumer products company, announced today that its Board of
Directors has appointed a Special Committee composed of independent
disinterested directors of the Board of Directors to consider strategic
alternatives, with particular emphasis on its beverage and retail health food
business segments.
On June 6, 2005 the Company announced that it was studying the feasibility of
a spin-off of The Healthy Edge, Inc., a wholly-owned subsidiary, to the
Company's stockholders. This possible spin-off is being considered in the
context of transferring all of the common stock of Hawaiian Natural Water
Company, Inc., currently a direct wholly-owned subsidiary of the Company, and
all of the common stock of Trinity Springs, Inc., currently 85% owned
directly by the Company, to The Healthy Edge, Inc. Chamberlin's Natural
Foods, Inc. and Health Food Associates, Inc. (d/b/a Akin's Natural Foods
Market) would continue as wholly-owned subsidiaries of The Healthy Edge, Inc.
Following these share transfers, the businesses constituting the retail
health food and beverage segments would be operated through these current or
proposed subsidiaries of The Healthy Edge, Inc.
The Special Committee was formed on August 8, 2005 and was authorized by the
Board of Directors to consider a broader array of strategic alternatives but
which continues to include the spin-off as one of those alternatives. The
Special Committee is in the process of selecting a financial adviser to
assist it in evaluating and pursuing these strategic alternatives and related
matters. One of these related matters delegated by the Board of Directors to
the Special Committee is to explore the feasibility of obtaining additional
equity or mezzanine capital for investment in The Healthy Edge, Inc. in order
to provide needed capital expenditures and to fund operating requirements and
thus improve the viability of the spin-off alternative. Another principal
strategic alternative under consideration which the Board expects the Special
Committee to explore is the potential sale of some or all of the businesses
constituting the retail health food and beverage segments. In this regard,
William F. Wright, the Company's Chairman of the Board, Chief Executive
Officer and largest stockholder, has expressed an interest in forming a group
to acquire those businesses on an arms-length basis with the Special
Committee acting on behalf of the Board of Directors.
With regard to the timing of this process, the Company has recently entered
into an amendment to the loan agreement for the Company's revolving credit
facility requiring the beverage business to be sold or liquidated by December
10, 2005, thus requiring the consent of the bank lenders if the spin-off
alternative is pursued. This timing generally coincides with the repayment
date of December 8, 2005 for two unsecured, subordinate loans, bearing
interest at seven percent per annum, made to Trinity Springs, Inc. on August
8, 2005, one of which is in the amount of $250,000 from Aristide Investments,
L.P., a California limited partnership, of which Mr. Wright is a partner and
the other of which is also in the amount of $250,000 from Draupnir, LLC, a
Delaware limited liability company, of which Allen Petersen, one of the
Company's directors, is a member.
The Company also announced earnings results for its third quarter ended June
30, 2005.
Quarter Results
Sales for the third quarter ended June 30, 2005 were $216.9 million compared
to $218.1 million for the same quarter in the prior year. For the quarter,
the Company generated income from continuing operations of $0.2 million or
$0.43 per diluted share, compared with income from continuing operations of
$0.7 million or $1.25 per diluted share for the third quarter of the prior
year, and a loss from discontinued operations of $0.3 million or $0.58 per
diluted share compared with a loss of $0.9 million or $1.74 for the third
quarter of the prior year. The combined net loss available to common
shareholders for the quarter was $0.2 million or $0.15 per diluted share,
compared with a net loss available to common shareholders of $0.3 million or
$0.49 per diluted share for the third quarter of the prior year.
For the nine months ended June 30, 2005, sales were $625.3 million compared
to $603.6 million for the same period in the prior year. The Company
incurred a loss from continuing operations of $0.2 million or $0.84 per
diluted share, compared with income from continuing operations of $1.8
million or $3.42 per diluted share for the first nine months of the prior
year. The loss from discontinued operations was $1.7 million or $3.20 per
diluted share, compared with a loss of $2.7 million or $5.01 for the prior
year comparable period. The combined net loss available to common
shareholders for the nine months ended June 30, 2005 was $2.1 million or
$4.04 per share, compared with a net loss available to common shareholders of
$0.9 million or $1.59 per share during the prior year.
Wright stated that, "Sales for the third quarter decreased by $1.2 million
over the prior year primarily due to a decrease in our wholesale segment by
$4.3 million from the loss of several large customers during the quarter.
Certain competitors were very aggressive with pricing proposals during the
quarter that lead to several customers switching suppliers due to short-term
economic considerations. Our retail health food operation generated an
additional $0.5 million in sales for the quarter with the sales from the new
Oklahoma store which opened in April 2004 outpacing the loss of sales from a
Florida store which was closed in September 2004. Sales from our beverage
segment increased by $2.5 million with Trinity Springs, Inc., which was
acquired in June 2004, representing $1.7 million of the beverage segment's
increase. The remainder of the beverage segment sales increase was
attributable to our Hawaiian operation which increased sales through
additional volume of it Hawaiian Springs product sold in Hawaii and from
sales generated from its purified water bottling operation which was acquired
in July 2004."
Wright noted that, "Our beverage segment continued to incur significant
losses in the third quarter as we have not been as successful in expanding
our distribution network as quickly as we had hoped. In addition, Trinity
Springs, which is one of the top two selling non-carbonated water brands in
the retail health food industry, introduced a new line of vitamin enhanced
beverage products under the Trinity Enhanced label at the end of the second
quarter which has shown promising acceptance in the health foods channel.
Production of these products, however, is not cost efficient at the present
time and a more efficient permanent production solution is needed in order to
sell these products profitably. Based on the initial success of the Trinity
Enhance product, Trinity is also developing other beverage products. The
combination of the product development and marketing expenses at Trinity
Springs and lower sales than projected for the whole segment, lead to this
segment incurring a $1.4 million pre-tax loss for the quarter. We are
continuing our efforts to develop a direct store delivery ("DSD") network to
carry our beverage products on the mainland and hope to begin establishing
DSD distributors throughout the remainder of the fiscal year and early part
of next year. In the short term, however, we expect our beverage segment to
incur losses as we continue to market and position our brands."
Wright added "Our wholesale distribution business remained on plan through
the first nine months of the year, despite the loss of sales. We are
reviewing our cost structure in the markets where business has declined in
order to better align our costs with revenue. We continue to actively pursue
new customers who value our full service capabilities. Performance from our
wholesales business has been very strong in the past and we expect it will
continue in the future.
Our retail business, although still generating small losses, continued to
show improvement over the prior year, both during the past quarter and for
the nine months ended June 30, 2005. We are especially pleased with the
performance of our Florida stores, as they have improved significantly since
last year, and our new Oklahoma store, which continues to perform better than
expected."
Discontinued Operations
Effective March 31, 2005, the Company's subsidiary, The Beverage Group, Inc.
("TBG") ceased on-going operations due to recurring losses since its
inception in December 2002. The Company has outsourced various
responsibilities of that company in order to maximize the value received on
the remaining assets.
The results from TBG have been excluded from income from continuing
operations available to common shareholders and are reported, net of tax, as
losses from discontinued operations. The loss from discontinued operation
for the quarter ended June 30, 2005, net of tax benefit, was $0.3 million
compared to a loss of $0.9 million for the same period of the prior year.
Included in the loss from discontinued operations for the third quarter of
fiscal 2005 was a pre-tax charge of $0.2 million which further adjusted the
allowance for bad debts and inventory reserves to what we believe to be their
net realizable values. It is expected that the majority of the remaining
assets will be liquidated by the end of the fiscal 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., 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 and recently introduced a vitamin enhanced beverage
product under the Trinity Enhanced 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 on the U.S. mainland.
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
including, without limitation, availability of sufficient cash resources to
conduct its business and meet its capital expenditure needs. 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
June 2005 and September 2004
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June 2005 September 2004
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ASSETS
Current assets:
Cash $ 368,439 $ 416,073
Accounts receivable, less allowance for doubtful
accounts of $0.5 million and $0.6 million, respectively 32,774,595 29,109,826
Inventories 28,939,608 35,088,568
Income tax receivable 972,180 1,162,625
Deferred income taxes 3,780,391 2,548,391
Current assets of discontinued operations 196,986 1,941,950
Other 1,173,787 635,841
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Total current assets 68,205,986 70,903,274
Fixed assets, net 20,643,218 19,951,664
Goodwill 6,915,657 6,449,741
Other intangible assets 12,584,945 13,271,211
Noncurrent assets from discontinued operations - 143,670
Other assets 1,570,434 1,010,303
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$109,920,240 $111,729,863
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,049,284 $ 17,180,649
Accrued expenses 4,567,095 3,800,506
Accrued wages, salaries and bonuses 1,787,371 1,365,837
Current liabilities of discontinued operations 781,779 2,166,414
Current portion of credit facility 6,532,000 44,809,814
Current portion of long-term debt 1,082,237 5,574,397
Current portion of long-term debt due related party 1,500,000 -
Current portion of subordinated debt 80,000 7,876,219
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Total current liabilities 31,379,766 82,773,836
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Credit facility, less current portion 49,255,696 -
Deferred income taxes 619,410 593,018
Noncurrent liabilities of discontinued operations - 3,603
Other long-term liabilities 2,807,000 2,807,000
Long-term debt, less current portion 10,881,659 10,250,154
Minority interest - 97,100
Series A cumulative, convertible preferred stock, $.01 par value
1,000,000 authorized and 100,000 issued, liquidation preference
$25.00 per share 2,438,355 2,438,355
Series B cumulative, convertible preferred stock, $.01 par value
1,000,000 authorized and 80,000 issued, liquidation preference
$25.00 per share 1,857,645 -
Commitments and contingencies
Shareholders' equity:
Common stock, $.01 par value, 3,000,000
shares authorized, 527,062 shares issued 5,271 5,271
Additional paid-in capital 6,218,476 6,218,476
Accumulated other comprehensive income,
net of tax of $0.1 million, respectively 102,962 59,900
Retained earnings 4,354,000 6,483,150
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Total shareholders' equity 10,680,709 12,766,797
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$109,920,240 $111,729,863
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and nine month periods ended June 2005 and 2004
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For the three months For the nine months
ended June ended June
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2005 2004 2005 2004
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Sales (including excise taxes of
$50.1 million and $50.3 million, and
$145.2 million and $141.3 million,
respectively) $ 216,866,087 $ 218,101,848 $ 625,300,569 $ 603,645,241
Cost of sales 201,251,586 202,879,446 579,946,842 559,691,237
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Gross profit 15,614,501 15,222,402 45,353,727 43,954,004
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Selling, general and administrative
expenses 13,693,711 12,974,551 41,245,710 37,760,408
Depreciation and amortization 636,599 541,544 1,932,304 1,648,141
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14,330,310 13,516,095 43,178,014 39,408,549
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Income from continuing operations 1,284,191 1,706,307 2,175,713 4,545,455
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Other expense (income):
Interest expense 942,585 734,222 2,746,328 2,193,859
Other (32,827) (108,797) (48,679) (555,524)
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909,758 625,425 2,697,649 1,638,335
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Income (loss) from continuing operations
before income taxes 374,433 1,080,882 (521,936) 2,907,120
Income tax expense (benefit) 138,000 410,000 (203,000) 1,072,000
Minority interest in loss, net of tax - - (97,100) -
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Income (loss) from continuing operations 236,433 670,882 (221,836) 1,835,120
Loss from discontinued operations, net of
income tax benefit of $0.2 million,
$0.6 million, $1.0 million and $1.6 million,
respectively (318,257) (935,642) (1,687,541) (2,687,385)
Preferred stock dividend requirements (74,053) - (219,773) -
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Net loss available to common shareholders $ (155,877) $ (264,760) $ (2,129,150) $ (852,265)
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 0.30 $ 1.27 $ (0.84) $ 3.47
Discontinued operations (0.60) (1.77) (3.20) (5.08)
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Basic loss per share available
to common shareholders $ (0.30) $ (0.50) $ (4.04) $ (1.61)
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 0.43 $ 1.25 $ (0.84) $ 3.42
Discontinued operations (0.58) (1.74) (3.20) (5.01)
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Diluted loss per share available
to common shareholders $ (0.15) $ (0.49) $ (4.04) $ (1.59)
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Weighted average shares outstanding:
Basic 527,062 527,671 527,062 528,010
Diluted 549,264 537,150 527,062 536,133
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine month periods ended June 2005 and 2004
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2005 2004
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Cash flows from operating activities:
Net income (loss) from continuing operations
available to common shareholders $ (441,609) $ 1,835,120
Preferred stock dividend requirements 219,773 -
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Net income (loss) before preferred stock dividend requirements (221,836) 1,835,120
Adjustments to reconcile net loss
to net cash flows from operating activities:
Depreciation 1,884,414 1,613,259
Amortization 211,280 134,399
(Gain) loss on sale of fixed assets (20,361) 17,006
(Gain) loss on sale of securities - (507,418)
Deferred income taxes (1,205,608) (75,938)
Provision for losses on doubtful accounts 259,080 63,645
Provision for losses on inventory obsolescence 237,167 289,196
Minority interest (97,100) -
Impairment of assets held for sale 77,680 -
Changes in assets and liabilities,
net of effect of acquisitions:
Accounts receivable (3,923,849) 5,546
Inventories 5,911,793 2,727,469
Other current assets (494,884) (191,921)
Other assets (191,170) 320,426
Accounts payable (2,131,365) 777,346
Accrued expenses and accrued wages, salaries and bonuses 1,188,123 384,538
Income tax receivable 190,445 29,957
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Net cash flows from operating activities - continuing operations 1,673,809 7,422,630
Net cash flows from operating activities - discontinued operations (327,211) (5,122,420)
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Net cash flows from operating activities 1,346,598 2,300,210
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets (2,540,459) (1,566,158)
Acquisitions, net of cash acquired - (2,126,338)
Proceeds from sales of fixed assets 85,265 60,550
Proceeds from sale of available-for-sale securities - 561,910
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Net cash flows from investing activities - continuing operations (2,455,194) (3,070,036)
Net cash flows from investing activities - discontinued operations (21,568) (58,492)
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Net cash flows from investing activities (2,476,762) (3,128,528)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on bank credit agreements 10,977,882 (2,687)
Net proceeds from preferred stock issuance 1,857,645 2,455,571
Proceeds from borrowings of long-term debt 2,399,636 -
Payments on long-term debt and subordinated debt (13,147,853) (1,267,984)
Dividends paid on common stock - (284,959)
Dividends paid on preferred stock (219,773) -
Proceeds from short-term debt 500,000 -
Proceeds from exercise of stock options - 523
Debt issuance costs (446,643) -
Retirement of common stock - (26,328)
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Net cash flows from financing activities - continuing operations 1,920,894 874,136
Net cash flows from financing activities - discontinued operations (838,364) (2,634)
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Net cash flows from financing activities 1,082,530 871,502
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Net change in cash (47,634) 43,184
Cash, beginning of period 416,073 668,073
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Cash, end of period $ 368,439 $ 711,257
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine month periods ended June 2005 and 2004
(Continued)
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2005 2004
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,661,734 $ 2,330,263
Cash paid (refunded) during the period for income taxes (185,630) 1,131,242
Supplemental disclosure of non-cash information:
Acquisition of equipment through capital lease $ 91,343 $ 125,840
Business combinations
Fair value of assets acquired - 11,265,013
Notes payable issued - 3,328,440
Issuance of options - 407,984
Present value of future water royalty payments
and water rights guarantee - 5,245,975
Other liabilities assumed - 156,276
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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