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AMCON Appoints Special Board Committee to Consider Strategic Alternatives and Reports Quarterly Results.


OMAHA Omaha, city, United States
Omaha (ō`məhä, –hô), city (1990 pop. 335,795), seat of Douglas co., E Nebr., on the west bank of the Missouri River; inc. 1857.
, Neb. -- AMCON Distributing Company (AMEX AMEX

See: American Stock Exchange
:DIT), an Omaha, Nebraska “Omaha” redirects here. For other uses, see Omaha (disambiguation).
Omaha is the largest city in the State of Nebraska, United States. It is the county seat of Douglas County.GR6 As of the 2000 census, the city had a population of 390,007.
 based consumer products company, announced today that its Board of Directors has appointed a Special Committee composed of independent disinterested Free from bias, prejudice, or partiality.

A disinterested witness is one who has no interest in the case at bar, or matter in issue, and is legally competent to give testimony.
 directors of the Board of Directors to consider strategic alternatives, with particular emphasis on its beverage and retail health food business segments.

On June June: see month.  6, 2005 the Company announced that it was studying the feasibility of a spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders.  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 Hawaiian, member of the Polynesian group of the Austronesian family of languages. Of the fewer than 10,000 people who speak Hawaiian, only a few hundred are native speakers, but the language is taught in some Hawaiian schools and remains important as a symbol of  Natural Water Company, Inc., currently a direct wholly-owned subsidiary of the Company, and all of the common stock of Trinity Trinity, doctrine in Christianity
Trinity [Lat.,=threefoldness], fundamental doctrine in Christianity, by which God is considered as existing in three persons.
 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 F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods.  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 au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
 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 Mezzanine capital (or mezzanine debt) is a broad financial term that refers to unsecured, high-yield, subordinated debt or preferred stock that represents a claim on a company's assets that is senior only to that of a company's shareholders.  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 William, crown prince of Germany
William or Frederick William, 1882–1951, crown prince of Germany, son of William II. In World War I he commanded (1914) an army on the Western Front and was nominal commander in the German attack
 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 Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility requiring the beverage business to be sold or liquidated DAMAGES, LIQUIDATED, contracts. When the parties to a contract stipulate for the payment of a certain sum, as a satisfaction fixed and agreed upon by them, for the not doing of certain things particularly mentioned in the agreement, the sum so fixed upon is called liquidated damages. (q.v.  by December December: see month.  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 Unsecured

A loan or equity interest that is given without any guarantee of payment, performance, satisfaction or opportunity for return from the recipient. No property, interest or security is used as collateral in either a guarantee or a pledge.
, subordinate loans, bearing interest at seven percent per annum Per annum

Yearly.
, made to Trinity Springs, Inc. on August 8, 2005, one of which is in the amount of $250,000 from Aristide Ar·is·tide   , Jean-Bertrand Born 1953.

Haitian priest and politician who served as the first elected president of Haiti (1991-1996). Having spent most of his presidency in exile in the United States (1991-1994), he was restored to power by U.S.
 Investments, L.P., a California limited The California Limited was one of the named passenger trains of the Atchison, Topeka and Santa Fe Railway and a true "workhorse" of the railroad. It was assigned train Nos. 3 & 4, and its route ran from Chicago, Illinois to Los Angeles, California.  partnership, of which Mr. Wright is a partner and the other of which is also in the amount of $250,000 from Draupnir Draupnir

Odin’s ring; symbol of fertility. [Norse Myth.: LLEI, I: 326]

See : Ring, Magic
, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, a Delaware Delaware, state, United States
Delaware (dĕl`əwâr, –wər), one of the Middle Atlantic states of the United States, the country's second smallest state (after Rhode Island).
 limited liability company, of which Allen Al·len , Edgar 1892-1943.

American anatomist who is noted for his studies of hormones and for the discovery (1923) of estrogen.
 Petersen Petersen is a surname, and may refer to
  • Alicia O'Shea Petersen, Australian activist
  • Anders Petersen, Swedish photographer
  • Anker Eli Petersen, Faroese writer and artist
  • Ann Petersen, Belgian actress
  • Carl Petersen
  • Chris 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 continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
 of $0.2 million or $0.43 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 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 Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
 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 Short-term

Any investments with a maturity of one year or less.


short-term

1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time.
 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 Oklahoma (ōkləhō`mə), state in SW United States. It is bordered by Missouri and Arkansas (E); Texas, partially across the Red R. (S, W); New Mexico, across the narrow edge of the Oklahoma Panhandle (W); and Colorado and Kansas (N).  store which opened in April 2004 outpacing the loss of sales from a Florida Florida, state, United States
Florida (flôr`ĭdə, flŏr`–), state in the extreme SE United States. A long, low peninsula between the Atlantic Ocean (E) and the Gulf of Mexico (W), Florida is bordered by Georgia and
 store which was closed in September September: see month.  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 Hawaii, island, United States
Hawaii, island (1990 pop. 120,217), 4,037 sq mi (10,456 sq km), largest and southernmost island of the state of Hawaii and coextensive with Hawaii co.; known as the Big Island.
 and from sales generated from its purified water Purified water can come from any source, including spring water, well water, seawater, or municipal water. This source water is then processed by reverse osmosis or deionization to produce a water that is indistinguishable from distilled water from any other source.  bottling operation which was acquired in July July: see month.  2004."

Wright noted that, "Our beverage segment continued to incur To become subject to and liable for; to have liabilities imposed by act or operation of law.

Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court.
 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 in·cur  
tr.v. in·curred, in·cur·ring, in·curs
1. To acquire or come into (something usually undesirable); sustain: incurred substantial losses during the stock market crash.

2.
 a $1.4 million pre-tax pre-tax adjanterior al impuesto

pre-tax adjavant impôt(s)

pre-tax adjal lordo d'imposta 
 loss for the quarter. We are continuing our efforts to develop a direct store delivery ("DSD (Direct Stream Digital) See SACD. ") 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 align (līn),
v to move the teeth into their proper positions to conform to the line of occlusion.
 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 TBG
abbr.
thyroid-binding globulin



TBG

thyroxine-binding globulin.

TBG Thyroxine-binding globulin, see there
") ceased on-going Adj. 1. on-going - currently happening; "an ongoing economic crisis"
ongoing

current - occurring in or belonging to the present time; "current events"; "the current topic"; "current negotiations"; "current psychoanalytic theories"; "the ship's current position"
 operations due to recurring re·cur  
intr.v. re·curred, re·cur·ring, re·curs
1. To happen, come up, or show up again or repeatedly.

2. To return to one's attention or memory.

3. To return in thought or discourse.
 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 discontinued operation

A segment of a business that has been abandoned or sold or for which plans for one or another of these actions have been approved. See also continuing operations.
 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 Net realizable value (NRV) is a commonly used method of evaluating an asset's worth in the field of inventory accounting. NRV is part of GAAP rules that apply to valuing inventory, so as to not overstate or understate the value of inventory goods. . 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 candy: see confectionery.
candy

Sweet sugar- or chocolate-based confection. The Egyptians made candy from honey (combined with figs, dates, nuts, and spices), sugar being unknown.
, tobacco, groceries gro·cer·y  
n. pl. gro·cer·ies
1. A store selling foodstuffs and various household supplies.

2. groceries Commodities sold by a grocer.
, food service, frozen and chilled foods Chilled foods are prepared foods stored at refrigeration temperatures (at or below 8°C). They have been available in the United Kingdom and many other industrialised countries since the 1960s. , and health and beauty care products with distribution centers in Illinois Illinois, river, United States
Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway.
, Missouri Missouri, state, United States
Missouri (mĭzr`ē, –ə), one of the midwestern states of the United States.
, Nebraska, North Dakota North Dakota, state in the N central United States. It is bordered by Minnesota, across the Red River of the North (E), South Dakota (S), Montana (W), and the Canadian provinces of Saskatchewan and Manitoba (N). , South Dakota South Dakota (dəkō`tə), state in the N central United States. It is bordered by North Dakota (N), Minnesota and Iowa (E), Nebraska (S), and Wyoming and Montana (W).  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
For the college, see University of Central Florida.


Central Florida is the central region of the United States state of Florida, on the East Coast.
 (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 ge·o·ther·mal   also ge·o·ther·mic
adj.
Of or relating to the internal heat of the earth.



ge
 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 The Trinity Mountains are found in northern California, USA, between Trinity Lake and Lake Shasta. The range lies in a southwest-northeasterly direction about 17 miles northwest of Redding, and stretches over a distance of 30-35 miles.  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 CIRCUMSTANCES, evidence. The particulars which accompany a fact.
     2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or
, 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 Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 for forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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
----------------------------------------------------------------------

                                         June 2005     September 2004
                                       --------------- ---------------
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
                                       --------------- ---------------
       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
                                       --------------- ---------------
                                         $109,920,240    $111,729,863
                                       =============== ===============
     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
                                       --------------- ---------------
       Total current liabilities           31,379,766      82,773,836
                                       --------------- ---------------

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
                                       --------------- ---------------
       Total shareholders' equity          10,680,709      12,766,797
                                       --------------- ---------------
                                         $109,920,240    $111,729,863
                                       =============== ===============


              AMCON Distributing Company and Subsidiaries
       Condensed Consolidated Unaudited Statements of Operations
     for the three and nine month periods ended June 2005 and 2004
----------------------------------------------------------------------
                  For the three months         For the nine months
                       ended June                  ended June
               --------------------------- ---------------------------
                   2005          2004          2005          2004
               ------------- ------------- ------------- -------------
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
               ------------- ------------- ------------- -------------
     Gross
      profit     15,614,501    15,222,402    45,353,727    43,954,004
               ------------- ------------- ------------- -------------
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
               ------------- ------------- ------------- -------------
                 14,330,310    13,516,095    43,178,014    39,408,549
               ------------- ------------- ------------- -------------
    Income from
     continuing
     operations   1,284,191     1,706,307     2,175,713     4,545,455
               ------------- ------------- ------------- -------------
Other expense
 (income):
  Interest
   expense          942,585       734,222     2,746,328     2,193,859
  Other             (32,827)     (108,797)      (48,679)     (555,524)
               ------------- ------------- ------------- -------------
                    909,758       625,425     2,697,649     1,638,335
               ------------- ------------- ------------- -------------
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)            -
               ------------- ------------- ------------- -------------
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)            -
               ------------- ------------- ------------- -------------
Net loss
 available to
 common
 shareholders     $(155,877)    $(264,760)  $(2,129,150)    $(852,265)
               ============= ============= ============= =============
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)
               ------------- ------------- ------------- -------------
Basic loss per
 share
 available to
 common
 shareholders        $(0.30)       $(0.50)       $(4.04)       $(1.61)
               ============= ============= ============= =============
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)
               ------------- ------------- ------------- -------------
Diluted loss
 per share
 available to
 common
 shareholders        $(0.15)       $(0.49)       $(4.04)       $(1.59)
               ============= ============= ============= =============
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
----------------------------------------------------------------------
                                                 2005         2004
                                             ------------ ------------
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            -
                                             ------------ ------------
  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
                                             ------------ ------------
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)
                                             ------------ ------------
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
                                             ------------ ------------
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)
                                             ------------ ------------
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)
                                             ------------ ------------
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)
                                             ------------ ------------
Net cash flows from financing activities       1,082,530      871,502
                                             ------------ ------------
Net change in cash                               (47,634)      43,184
Cash, beginning of period                        416,073      668,073
                                             ------------ ------------
Cash, end of period                             $368,439     $711,257
                                             ============ ============


              AMCON Distributing Company and Subsidiaries
       Condensed Consolidated Unaudited Statements of Cash Flows
          for the nine month periods ended June 2005 and 2004
                              (Continued)
----------------------------------------------------------------------
                                                 2005         2004
                                             ------------ ------------
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
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