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 12, 2003
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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 May 12, 2003, issued
by AMCON Distributing Company
ITEM 9. REGULATION FD DISCLOSURE.
The information contained in this Item 9 of this Current Report is being
furnished pursuant to "Item 12. Results of Operations and Financial
Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216; 34-47583.
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.
On May 12, 2003, AMCON issued a press release announcing the its earnings for
the second quarter ended March 28, 2003. The press release is furnished
herewith as an exhibit and incorporated herein by reference.
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 12, 2003 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 May 12, 2003, issued by AMCON
Distributing Company
Exhibit 99.1
NEWS RELEASE
AMCON REPORTS 2ND QUARTER
Omaha, NE, May 12, 2003 AMCON Distributing Company (AMEX:DIT), an Omaha, NE
based consumer products company, announced today that it incurred a net loss for
the second quarter ended March 2003 of $273,786 or $0.09 per diluted share
compared with a net income of $90,435 or $0.03 per diluted share for the second
quarter of the prior year. Sales for the second quarter were $177.0 million
compared to $194.2 million for the same period in the prior year.
For the six months ended March 2003, AMCON reported net income of $1,187
compared to $481,078 or $0.16 per diluted share for the first six months of the
prior year. Sales for the six months ended March 2003 were $374.7 million
compared to $404.3 million for the same period of the prior year.
William F. Wright, Chairman of AMCON, stated that "Sales declined in our
wholesale distribution business during the second quarter due to a deflationary
trend in cigarette prices for certain national brands and a decline in cigarette
carton volume of approximately 10.7%. Carton volume declined primarily due to
the loss of one key customer that was acquired and several smaller customers due
to competitive pricing strategies, as well as, cigarette consumers' continued
shift of their buying habits toward value-priced brands for which the Company's
market share is limited.
The change in earnings for the quarter was limited to approximately $364,000
after taxes as we have been able to control our operating expenses, in spite of
greatly increased professional fees associated with SEC and Sarbanes-Oxley Act
compliance and in spite of an unfavorable LIFO adjustment of approximately
$400,000, as compared to the prior year.
At the same time, overall cash flow from operating activities exceeded $12
million for the current six month period and our debt-to-equity ratio continues
to improve. With our operating line usage at approximately 53% of availability
and variable interest costs at slightly over 4%, we recently locked in interest
costs for approximately one-half of our credit line usage for the next several
years to keep those costs fixed below 5%.
Results in our retail health food segment show strong improvement over the prior
year. Although this business has not yet achieved profitability, it is
generating significant positive cash flows. We are encouraged by the
performance of this segment and are actively planning expansion into new markets
and with existing locations. We believe that this approach will allow us to
increase our sales volume and more effectively allocate existing management
overhead expenses."
Wright added, "Our beverage division which includes Hawaiian Natural Water
Company, purchased in December 2001, and The Beverage Group, which began
operations in December 2002, is still in the start-up phase. We are focusing
our efforts on development of the U.S. mainland and Japanese markets for
Hawaiian Springs natural water products and the distribution of other non-owned
premium beverages in the U.S. Our new plant is now complete and an expanded
warehouse and packaging facility is currently under construction in Hawaii.
Additionally, we are finalizing distribution arrangements with brokers to expand
our marketing efforts for proprietary beverage products in which we hold
exclusive license arrangements. We are also continuing to look for expansion
possibilities in this segment. We have recently added a line of coffee-based
beverages from Hawaii Coffee Company, producers of Royal Kona brand coffee and
Hawaii's largest coffee company, and a line of natural and organic fruit drinks
produced by Bottle Green Drinks in Canada under the Presse and other labels.
These new beverages add to our existing beverage products which include Hype
Energy Drink and Xterra, a line of sports beverages and energy bars. As
planned, the beverage business is expected to incur losses through the remainder
of the fiscal year as we build market share for our products. However, we
continue to be excited about the opportunities that the beverage business
presents."
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 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
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
March 2003 and September 2002
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(Unaudited)
March 2003 September 2002
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ASSETS
Current assets:
Cash $ 652,312 $ 130,091
Accounts receivable, less allowance for doubtful
accounts of $0.6 million and $0.6 million,
respectively 25,050,562 31,216,783
Inventories 25,636,257 35,744,074
Income tax receivable 1,005,955 981,054
Deferred income taxes 324,370 324,369
Other 601,655 393,365
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Total current assets 53,271,111 68,789,736
Fixed assets, net 16,418,192 16,096,124
Available-for-sale investments 626,020 562,000
Deferred income taxes 152,021 -
Goodwill 6,091,402 6,091,402
Other intangible assets 11,635,574 11,804,284
Other assets 1,408,097 1,242,923
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$ 89,602,417 $ 104,586,469
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,849,490 $ 19,873,851
Accrued expenses 3,108,359 3,969,164
Accrued wages, salaries, bonuses 944,025 1,371,310
Current liabilities of discontinued operations 115,940 93,558
Current portion of long-term debt 7,303,730 14,783,967
Current portion of subordinated debt 1,702,139 1,708,986
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Total current liabilities 29,023,683 41,800,836
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Deferred income taxes 969,843 788,316
Non-current liabilities of discontinued operations 179,025 197,024
Long-term debt, less current portion 34,095,643 36,362,099
Subordinated debt, less current portion 8,745,734 8,738,886
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, 3,168,961 and 3,156,962
issued, respectively 31,690 31,570
Additional paid-in capital 5,998,007 5,977,643
Accumulated other comprehensive income,
net of tax of $0.2 million and $0.2 million,
respectively 342,912 294,771
Retained earnings 10,215,880 10,395,324
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Total shareholders' equity 16,588,489 16,699,308
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$ 89,602,417 $ 104,586,469
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Statements of Operations
for the three and six-month periods ended March 2003 and 2002
(Unaudited)
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For the three months For the six months
ended March ended March
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2003 2002 2003 2002
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Sales (including excise taxes of
$38.9 million, $38.4 million,
$80.6 million and $76.8 million,
respectively) $ 177,008,943 $ 194,159,299 $ 374,729,829 $ 404,313,146
Cost of sales 163,177,678 179,928,648 347,054,689 374,972,280
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Gross profit 13,831,265 14,230,651 27,675,140 29,340,866
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Selling, general and administrative
expenses 12,999,003 12,555,713 25,174,706 25,113,067
Depreciation and amortization 576,164 734,637 1,132,511 1,453,921
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13,575,167 13,290,350 26,307,217 26,566,988
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Income from operations 256,098 940,301 1,367,923 2,773,878
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Other expense (income):
Interest expense 804,219 823,160 1,647,873 1,907,258
Other (110,335) (27,813) (282,137) (74,611)
Equity in loss of
unconsolidated affiliate - - - 95,007
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693,884 795,347 1,365,736 1,927,654
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Income (loss) before income taxes (437,786) 144,954 2,187 846,224
Income tax expense (benefit) (164,000) 54,519 1,000 365,146
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Net income (loss) $ (273,786) $ 90,435 $ 1,187 $ 481,078
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Earnings (loss) per share:
Basic $ (0.09) $ 0.03 $ 0.00 $ 0.16
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Diluted $ (0.09) $ 0.03 $ 0.00 $ 0.16
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Dividends per share $ 0.03 $ 0.03 $ 0.06 $ 0.06
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Weighted average shares outstanding:
Basic 3,168,961 3,112,962 3,163,361 2,950,797
Diluted 3,168,961 3,186,858 3,227,194 3,023,067
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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