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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED September 30, 1999
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to
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Commission File Number 0-24708
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AMCON Distributing Company
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(Exact name of Registrant as specified in its charter)
Delaware 47-0702918
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(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) identification No.)
10228 "L" Street, Omaha NE 68127
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(Address of principal executive offices)
Registrant's telephone number, including area code: (402) 331-3727
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants' knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any other amendment to this Form 10-K. / /
The aggregate market value of equity securities held by non-affiliates
of the Registrant on December 10, 1999 was approximately $8,710,600.
As of December 10, 1999 there were 2,483,498 shares of common stock
outstanding.
- Documents Incorporated by Reference -
---------------------------------------
Portions of the 1999 Annual Report to Stockholders are incorporated
therein by reference into Parts I, II and IV. Portions of the Proxy
Statement pertaining to the March 28, 2000 Annual Stockholders' Meeting
are incorporated herein by reference into Part III.
1
AMCON DISTRIBUTING COMPANY
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1999 FORM 10-K ANNUAL REPORT
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Table of Contents
Page
----
PART I
Item 1. Business.........................................................3
Item 2. Properties.......................................................9
Item 3. Legal Proceedings...............................................10
Item 4. Submission of Matters to Vote of Security Holders...............10
Item 4A. Executive Officers of the Company...............................10
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters.............................................11
Item 6. Selected Financial Data.........................................11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk......14
Item 8. Financial Statements and Supplementary Data.....................14
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.............................14
PART III
Item 10. Directors and Executive Officers of the Registrant..............14
Item 11. Executive Compensation................................ .........15
Item 12. Security Ownership of Certain Beneficial Owners and
Management......................................................15
Item 13. Certain Relationships and Related
Transactions....................................................15
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.............................................15
2
PART I
ITEM 1. BUSINESS
GENERAL
AMCON Distributing Company (together with its wholly-owned subsidiary, Food
For Health Co., Inc. and its wholly-owned subsidiaries U.S. Health
Distributors, Inc., Chamberlin's Natural Foods, Inc. and Health Food
Associates, Inc.) operates 9 distribution centers and 13 retail health food
stores in the Great Plains, Rocky Mountain and Southern regions of the United
States. As used herein, unless the context indicates otherwise, the term
"ADC" means the separate company operations or "traditional distribution
business" of AMCON Distributing Company, the term "FFH" means the "natural
food distribution business" of Food For Health Co., Inc. and its wholly-owned
subsidiary U.S. Health Distributors, Inc. ("USHD"), the terms "CNF" and "HFA"
represent the "retail health food stores" operated by Chamberlin's Natural
Foods, Inc. and Health Food Associates, Inc., respectively, both wholly-owned
subsidiaries of FFH, and the term "AMCON" or the "Company" means AMCON
Distributing Company and its subsidiaries.
AMCON sells approximately 24,000 different consumer products, including
cigarettes and tobacco products, candy and other confectionery, beverages,
groceries, paper products, health and beauty care products, natural food and
related products, frozen and chilled products and institutional food service
products.
AMCON has over 8,500 retail customers, the largest of which accounted for less
than 6.5% of AMCON's total revenues during fiscal 1999. The Company
distributes products primarily to retailers such as convenience stores,
discount and general merchandise stores, grocery stores and supermarkets,
health food stores, natural food stores, drug stores and gas stations. In
addition, the Company services institutional customers, including restaurants
and bars, schools, sports complexes and vendors, as well as other wholesalers.
AMCON operates seven (7) retail health food stores in Florida and six (6) in
the Midwest. These stores carry natural supplements, groceries, health and
beauty care products and other food items.
While cigarettes accounted for approximately 65% of the Company's sales volume
during its most recent fiscal year, AMCON continues to diversify its
businesses and product lines in an attempt to lessen its dependence upon
cigarette sales.
TRADITIONAL DISTRIBUTION BUSINESS
ADC serves approximately 7,500 retail outlets in the Great Plains and Rocky
Mountain regions and was ranked by the U.S. Distribution Journal as the
seventeenth (17th) largest tobacco, candy and convenience store distributor of
approximately 1,000 distributors of such products in the United States based
upon 1998 sales volume. From its inception, ADC has pursued a strategy of
growth through increased sales and through acquisitions. From 1993 to 1998,
ADC focused on increasing operating efficiency in its traditional distribution
business by merging smaller branch distribution facilities into larger ones.
In addition, ADC grew through expansion of its market area into contiguous
regions and by introduction of new product lines to customers.
3
ADC distributes approximately 9,000 different consumer products, including
cigarettes and tobacco products, candy and other confectionery, beverages,
groceries, paper products, health and beauty care products, frozen and chilled
products and institutional food service products. ADC's principal suppliers
include Philip Morris, RJR Nabisco, Brown & Williamson, Proctor & Gamble,
Hershey, Mars, William Wrigley and Planters-Lifesavers. ADC also markets
private label lines of cigarettes, tobacco, snuff, water, candy products,
batteries and film.
ADC has sought to increase sales to convenience stores and petroleum marketers
by adopting a number of operating strategies which it believes gives it a
competitive advantage with these types of retailers. One key operating
strategy is a commitment to customer service. In a continuing effort to
provide better service than its competitors, ADC carries a broad and diverse
product line which allows ADC to offer "one-stop shopping" to its customers.
ADC offers self-service health and beauty programs, grocery products and
custom food service programs which have proven to be profitable to convenience
store customers. In addition, ADC has a policy of next-day delivery and
employs a concept of selling products in cut-case quantities or "by the each"
(i.e., individual units). ADC also offers planograms to convenience store
customers to assist in the design of their store and display of products
within the store.
ADC has worked to improve its operating efficiency by investing in the latest
in systems technology, including computerization of buying and financial
control functions and introduction in 1999 of internet-based customer
maintenance and reporting options. Inventory management has become even more
critical due to significant increases in the price of cigarettes over the past
two years. ADC has also sought to reduce inventory expenses by improving the
number of times its inventory is renewed during a period ("inventory turns")
for the same level of sales. Inventory turns improved to 24.5 times in 1999.
Inventory turns for the past five years are as follows:
Year Times Inventory Turned
---- ----------------------
1999 24.5
1998 19.6*
1997 21.8
1996 21.2
1995 17.5
* Inventory turns declined slightly in fiscal 1998 as ADC
managed its inventory levels to take advantage of
anticipated manufacturers' price increases.
By keeping its operating costs down, ADC is better able to price its products
in such a manner to achieve an advantage over less efficient distributors in
its market areas.
ADC's main office is in Omaha, Nebraska. ADC has seven distribution centers
located in Kansas, Missouri (2), Nebraska, North Dakota, South Dakota, and
Wyoming. These distribution centers contain a total of approximately 311,100
square feet of floor space and employ state-of-the-art equipment for the
efficient distribution of the large and diverse product mix sold by ADC. ADC
also operates a fleet of approximately 110 delivery vehicles, ranging from
over-the-road vehicles with refrigerated trailers to half-ton vans.
4
NATURAL FOOD DISTRIBUTION BUSINESS
FFH is a distributor of natural foods and related products serving
approximately 1,000 health and natural food retailers in the Southern and
Western United States. FFH distributes approximately 15,000 different
products consisting of national brands, regional brands, private label and
master distribution products including vitamin and mineral supplements, herbal
preparations, skin and hair care, dairy and dairy substitutes, frozen foods,
general grocery and organic produce. FFH's suppliers number approximately 600
and include well known national brands such as Twin Labs, Schiff Bio Foods,
Weider, Hain Pure Foods, Arrowhead Mills, Knudsen, Nature's Way and Health
Valley. FFH also markets proprietary brand products under the trade names
Healthy Edge and Nutri-Value . The products offered are consumer packages of
nuts, seeds, grains, pastas, sweeteners, cereals and snack items.
The Company believes that FFH is positioned to provide unequaled service to
independent health and natural food retail stores of all sizes and types. FFH
pays particular attention to the ongoing needs of its customers and is forward
looking in developing progressive marketing programs such as the Nutri-Value
Retailers Association which provides co-operative and preferential buying
advantages beyond those generally available through other types of programs
offered in the market.
FFH's primary distribution location and main office is located in a 132,000
square foot facility located in Phoenix, Arizona. FFH's distribution
subsidiary, U.S. Health Distributors, Inc., operates out of a facility in
Melbourne, Florida. In addition, FFH also utilized a cross-dock facility
located near Dallas, Texas. FFH operates its own fleet of approximately 20
over-the-road and straight trucks equipped to provide full refrigerated, dry
and frozen food service.
RETAIL HEALTH FOOD STORES
FFH's retail health food stores are operated by CNF and HFA as Chamberlin's
Market & Cafe ("Chamberlin's") and Akin's Natural Food Market ("Akin's"),
respectively. Chamberlin's, which was acquired in March 1999, was first
established in 1935, and is an award-winning and highly-acclaimed chain of
seven health and natural product retail stores, all offering an extensive
selection of natural supplements and herbs, baked goods, dairy products,
delicatessen items and organic produce. Chamberlin's was selected the best
health food chain in the United States by the trade publication Health Foods
Business. Chamberlin's is headquartered in Winter Park, Florida and operates
all of its stores in and around Orlando, Florida.
Akin's Natural Foods Market, also established in 1935 and headquartered in
Tulsa, Oklahoma, is a well-recognized chain of six health and natural product
retail stores, each offering an extensive line of natural supplements and
herbs, dairy products, delicatessen items and organic produce. Akin's has
locations in Tulsa (2 stores) and Oklahoma City, Oklahoma; Lincoln, Nebraska;
Springfield, Missouri; and Topeka, Kansas.
FFH's new retail health food store segment is being organized to utilize the
name recognition of the established health food retail chains that are
acquired. Both retail chains are unique in their market areas. The Company
plans to maintain the local identity of each chain while providing a means to
achieve operating synergies leading to cost savings.
5
ACQUISITIONS
ADC was incorporated in Delaware in 1986 to carry on the business of General
Tobacco and Candy Company ("General Tobacco"), a Nebraska corporation which
was the predecessor to ADC. Since 1981, the Company has acquired 23 consumer
product distributors in the Great Plains, Rocky Mountain and Southern regions
of the United States. In June 1993, ADC acquired Sheya Brothers Specialty
Beverages, Inc., a beer and "New Age" beverage distribution company. In
September 1995, ADC sold the "New Age" beverage business and in October 1996,
ADC sold the beer and malt beverage business. In October 1997, ADC purchased
the assets of a traditional candy and tobacco distribution company in St.
Louis, Missouri, thereby expanding ADC's market area to include eastern
Missouri, Illinois and Indiana. In November 1997, ADC purchased all of the
outstanding stock of FFH. In November 1998, FFH purchased all of the
outstanding stock of U.S. Health Distributors, Inc. In March 1999, FFH
purchased all of the outstanding stock of CNF. In September 1999, FFH
purchased all of the outstanding stock of HFA.
PRINCIPAL PRODUCTS
CIGARETTES. Sales of cigarettes and the gross margin derived therefrom for the
fiscal years ending September 30, 1999, 1998, and 1997 are set forth below:
(Dollars in Millions)
Fiscal Year Ended September 30,
------------------------------------
1999 1998 1997
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Sales $251.1 $185.5 $117.6
Sales as a % of Total Sales 65.1% 63.0% 65.7%
Gross Margin $ 17.0 $ 13.3 $ 10.8
Gross Margin as a % of Total
Gross Margin 40.1% 42.0% 55.2%
Gross Margin Percentage 6.8% 7.2% 9.2%
Revenues from the sale of cigarettes during fiscal 1999 increased by 35.3% as
compared to fiscal 1998, while gross profit from the sale of cigarettes
increased by 28.1% during the same period (see "MANAGEMENT'S DISCUSSION AND
ANALYSIS-Results of Operations-Year Ended September 30, 1999 Versus Year Ended
September 30, 1998" in the Annual Report to Stockholders for the Fiscal Year
Ended September 30, 1999). Sales of cigarettes represented approximately 65%
of the Company's sales volume during fiscal 1999. This represents a 2%
increase from the prior year and related primarily to a significant increase
in the price of cigarettes during the first quarter of the year.
ADC has sought to position itself to capitalize on consumer demand for
discount or value-priced cigarettes by marketing its own private label
cigarette. Substantial price increases implemented by manufacturers of
premium cigarettes during the late 1980's and early 1990's resulted in a
demand for private label cigarettes, which are sold at lower prices than
premium brands. The Company began marketing private label cigarettes in 1983
as a high-quality, value-priced alternative to premium cigarettes. Since
1988, ADC's private label cigarettes have been manufactured under an exclusive
agreement with Philip Morris Incorporated. This agreement was renewed in
October 1998 for a term of three years.
6
NATURAL FOODS AND RELATED PRODUCTS. Natural foods and related products, which
are primarily sold by FFH, CNF and HFA, constitute the Company's second
largest-selling product line, representing approximately 12.9% of the
Company's total sales volume during fiscal 1999. Sales of natural foods and
related products and the gross margin derived therefrom for the fiscal years
ending September 30, 1999 and 1998 are set forth below (the Company did not
sell natural foods and related products in 1997):
(Dollars in Millions)
Fiscal Year Ended September 30,
-------------------------------
1999 1998
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Sales $ 49.6 $ 31.2
Gross Margin 13.5 7.7
Gross Margin Percentage 27.2% 24.8%
CONFECTIONERY. Candy and related confectionery items, which are primarily
sold by ADC, constitute the Company's third largest-selling product line,
representing approximately 6.2% of the Company's total sales volume during
fiscal 1999. Sales of confectionery items and the gross margin derived
therefrom for the fiscal years ending September 30, 1999, 1998 and 1997 are
set forth below:
(Dollars in Millions)
Fiscal Year Ended September 30,
------------------------------------
1999 1998 1997
------ ------ ------
Sales $ 30.2 $ 29.3 $ 21.8
Gross Margin 3.8 3.6 3.0
Gross Margin Percentage 12.6% 12.3% 13.8%
ADC supplies customers with over 1,900 different types of candy and related
products, including chocolate bars, cookies, chewing gum, nuts and other snack
items. Major brand names include products manufactured by Hershey (Reese's,
Kit Kat, and Hershey), Mars (Snickers, M&M's, and Milky Way), William Wrigley
and Planters-Lifesavers. The Company also markets its own private label candy
under a manufacturing agreement with Palmer Candy Company.
OTHER PRODUCT LINES. Over the past eight years, ADC's strategy has been to
expand its portfolio of consumer products in order to better serve its
customer base. ADC's other product lines include cigars and other tobacco
products, water and other beverages, groceries, paper products, health and
beauty care products, frozen and chilled products and institutional food
products. During fiscal 1999, ADC's sales of other products increased $6.4
million or 13.2%. During fiscal 1999 the gross profit margin on these types
of products was 14.9%.
COMPETITION
Both the traditional and natural food distribution businesses are highly
competitive. There are many similar distribution companies operating in the
same geographical regions as ADC and FFH. Management believes that ADC is one
of the largest distribution companies of its type operating in its market
7
area. ADC's principal competitors are national wholesalers such as McLane Co.,
Inc. (Temple, TX) and regional wholesalers such as Farner-Bocken (Carroll,
IA), Merchants Wholesale (Quincy, IL) and Minter-Weisman Co. (Minneapolis, MN)
along with a host of smaller grocery and tobacco wholesalers. FFH's principal
competitors are national distributors such as Tree of Life and United Natural
Foods and regional distributors such as Nature's Best along with numerous
smaller specialty distributors of natural products. Most of these competitors
generally offer a wide range of products at prices comparable to the
Company's. Therefore, the Company seeks to distinguish itself from its
competitors by offering a higher level of customer service.
The natural food retail industry is highly fragmented, with more than 9,000
stores operating independently or as part of small chains. The two leading
natural food chains, Whole Foods Market and Wild Oats, continue to expand
their geographic markets and acquire smaller independent competitors. In
addition, conventional supermarkets and mass market outlets have also begun to
increase their emphasis on the sale of natural products. Management believes
the Company's retail stores separate themselves from other competitors by
offering smaller, friendly, community-oriented settings run by people who
share a passion for healthy living and natural foods.
GOVERNMENT REGULATION
Various state government agencies regulate the distribution of cigarettes and
tobacco products in several ways, including the imposition of excise taxes,
licensing and bonding requirements. Complying with these regulations is a
very time-consuming, expensive and labor-intensive undertaking. For example,
each state (as well as certain cities and counties) requires the Company to
collect excise taxes ranging from $1.20 to $5.80 per carton on all cigarettes
sold by it in the state. Such excise taxes must be paid in advance and, in
most states, is evidenced by a stamp which must be affixed to each package of
cigarettes.
The Company is also subject to regulation by state and local health
departments, the U.S. Department of Agriculture, the Food and Drug
Administration and the Drug Enforcement Administration. These agencies
generally impose standards for product quality and sanitation, as well as for
setting security and distribution policies.
EMPLOYEES
As of September 30, 1999, the Company had 1,017 full-time and part-time
employees in the following areas:
Managerial 20
Administrative 146
Sales & Marketing 485
Warehouse 265
Delivery 101
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Total Employees 1,017
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None of AMCON's employees are subject to any collective bargaining agreements
with the Company and management believes its relations with its employees are
good.
8
ITEM 2. PROPERTIES
The location and approximate square footage of the nine principal
distribution centers and 13 retail stores operated by AMCON as of September
30, 1999 are set forth below:
LOCATION SQUARE FEET
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DISTRIBUTION
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ADC
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Bismarck, North Dakota 28,100
Casper, Wyoming 19,100
Olathe, Kansas 5,000
Omaha, Nebraska 70,300
Rapid City, South Dakota 21,600
Springfield, Missouri 97,000
St. Louis, Missouri 70,000
FFH
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Phoenix, Arizona 132,000
Melbourne, Florida 35,000
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Total Distribution 478,100
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RETAIL
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CNF - Florida 43,900
HFA - Kansas, Missouri,
Nebraska & Oklahoma 50,800
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Total Retail 94,700
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Total Square Footage 572,800
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AMCON owns its distribution facility in Bismarck, North Dakota. The Company
owned one other building that was subsequent to year end. Each of these
facilities is subject to a first mortgage securing borrowings under the
Company's revolving credit facility (see "MANAGEMENT'S DISCUSSION AND
ANALYSIS-Liquidity and Capital Resources" in the Annual Report to Stockholders
for the Fiscal Year Ended September 30, 1999).
AMCON leases its remaining distribution facilities, retail stores, offices and
certain equipment under noncancellable operating leases. Leases for the nine
distribution facilities and 13 retail stores leased by the Company have terms
expiring from 2000 to 2006. Minimum future lease commitments for these
properties and equipment total approximately $14.7 million as of September 30,
1999.
Management believes that its existing facilities are adequate for the
Company's present level of operations; however, additional cross-dock
facilities and retail stores will be required to accommodate the Company's
anticipated growth in certain market areas.
9
AMCON owns a condominium in the Cayman Islands that is uses in furtherance of
its business marketing strategies. AMCON acquired a portion of its interest
in the condominium from its former parent in 1992 under an agreement that
provides that the greater of the first $400,000 of the net gain or one-half of
the net gain from the ultimate sale of this property will be allocated to the
former parent. See Item 13 - "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."
ITEM 3. LEGAL PROCEEDINGS.
The Company is subject to claims and litigation in the ordinary course of its
business. However, in the opinion of management, no currently pending legal
proceedings or claims against the Company will, individually or in the
aggregate, have a material adverse effect on the Company's financial condition
or results of operations. The Company believes that all of its real property
is in compliance with all regulations regarding the discharge of toxic
substances into the environment and is not aware of any condition at its
properties that could have a material adverse affect on its financial
condition or results of operations. In that regard, the Company has not been
notified by any governmental authority of any potential liability or other
claim in connection with any of its properties.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
fourth quarter ended September 30, 1999.
ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY.
The Company's day-to-day affairs are managed by its executive officers, who
are appointed by the Board of Directors for terms of one year. The Company
has entered into employment agreements with Mr. Wright, Ms. Evans and Mr.
Fleming, each with a term expiring on December 31, 2001. The executive
officers of AMCON are as follows:
Name Age Position
---- --- --------
William F. Wright 57 Chairman of the Board, Director
Kathleen M. Evans 52 President of ADC, Director
Jerry Fleming 61 President of FFH, Director
Michael D. James 38 Secretary, Treasurer and
Chief Financial Officer
WILLIAM F. WRIGHT has served as the Chairman and Chief Executive Officer
of AMCON Corporation (the former parent of ADC) since 1976 and as Chairman
of the Company since 1981. From 1968 to 1984, Mr. Wright practiced corporate
and securities law in Lincoln, Nebraska. Mr. Wright is a graduate
of the University of Nebraska and Duke University School of Law and is a
certified public accountant. Mr. Wright is also a director of Gold Banc
Corporation, Inc., a NASDAQ company.
10
KATHLEEN M. EVANS became President of the Company in February 1991. Prior to
that time she served as Vice President of AMCON Corporation from 1985 to 1991.
From 1978 until 1985, Ms. Evans acted in various capacities with AMCON
Corporation and its operating subsidiaries.
JERRY FLEMING became President of FFH in 1992. Mr. Fleming is a 36 year
veteran of the health and natural foods industry and prior to joining FFH,
served as President of Nature's Way (Murdock Health Care),a leading
manufacturer of herbal remedies; Vice President of the Natural Foods Group for
Tree of Life, Inc.; President of the South East division of Tree of Life;
President of Collegedale Distributors; President of Healthway Specialty Foods,
Inc.; Vice President of Landstrom Specialty Foods, Inc. and served eight years
on the board of directors of the National Nutritional Foods Association.
MICHAEL D. JAMES became Treasurer and Chief Financial Officer of the Company
in June 1994. In November 1997, he assumed the responsibilities of Secretary
of the Company. He is a certified public accountant and is responsible for all
financial and reporting functions within the Company. Prior to joining AMCON,
Mr. James practiced accounting for ten years with the firm of
PricewaterhouseCoopers LLP, serving as the senior tax manager of the Omaha,
Nebraska office from 1992 until 1994. Mr. James graduated from Kansas State
University in 1983.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is incorporated by reference from
the Annual Report to Stockholders for the fiscal year ended September 30,
1999 under the heading "Market for Common Stock" on pages 4 and 5.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item is incorporated by reference from
the Annual Report to Stockholders for the fiscal year ended September 30,
1999 under the heading "Selected Financial Data" on pages 2 through 4.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
With the exception of the Year 2000 Readiness discussion below, the
information required by this item is incorporated by reference from the Annual
Report to Stockholders for the fiscal year ended September 30, 1999 under the
heading "Managements Discussion and Analysis" on pages 5 through 14.
YEAR 2000 READINESS
STATE OF READINESS. The Year 2000 computer issue is real and does impact the
way the Company's systems perform. In addition, AMCON has business
relationships with a number of third parties whose Year 2000 problems could
impact the Company. Accordingly, management has recognized the Year 2000
11
issue as a major management and technology project. A task force has been
assembled to review all systems to ensure that they do not malfunction as a
result of the Year 2000 issue. The Year 2000 project includes review of
internal operating systems and equipment, other internal systems and equipment
(such as telephones, copiers and fax machines) and external services and
systems that are depended upon to operate the Company's business. In this
process, AMCON has both replaced some systems and upgraded others.
AMCON's internal operating system consists of midrange computers which are
used for the sales, accounts receivable and inventory systems. With the
exception of the accounts receivable system, the software operating on the
midrange computers does not generally operate or depend upon any date
structure, but rather the day-of-week and week-of-month. Therefore, software
risk to the Year 2000 issue is considered low. The remaining accounting
systems and other record keeping functions performed by the Company are
conducted on personal computers which are connected by a local area network.
AMCON has engaged third party computer consultants to review, test and modify
the midrange computer hardware and software to ensure they will function
correctly after December 31, 1999. All software conversions affiliated with
the Year 2000 issue have been completed and management believes that the Year
2000 problems relating to internal operating systems will be resolved without
significant operational difficulties. Baseline testing of all Year 2000
converted software is completed and deployment of the converted software is
substantially complete. Verification that the converted software is
functioning properly will continue through December 31, 1999. However, there
can be no assurance that testing and verification will discover all potential
Year 2000 problems or that it will not reveal unanticipated material problems
with its systems that will need to be resolved. Management has taken steps to
ensure that information technology personnel are on site at each location on
January 1, 2000 to monitor the systems and make software modifications, if
necessary.
Other internal systems have been evaluated by AMCON's own personnel, along
with the providers that service and maintain the systems with emphasis placed
on critical systems such as telephone systems. Management believes that all
of its internal systems are currently Year 2000 compliant.
AMCON has no control over the efforts of third parties with which we have
material business relationships. AMCON has undertaken the process of
contacting each major third party to determine their state of readiness for
Year 2000. Such parties include, but are not limited to, AMCON's suppliers of
inventory, customers, financial institutions and utility companies. AMCON has
received initial assurances from its major suppliers and financial
institutions that they will not be adversely affected by Year 2000 problems.
COSTS. Through September 30, 1999, cumulative costs relating directly to Year
2000 issues have totaled approximately $163,000. A portion of the estimated
total costs include the cost of existing personnel who have been deployed to
work on various phases of the Year 2000 project. These costs do not include
system upgrades and replacements that were made in the normal course of
business. The deployment of internal resources to the Year 2000 project has
not resulted in significant delays to other major technology projects which
were planned by the Company. Management estimates that Year 2000 costs to be
incurred subsequent to September 30, 1999 will total approximately $30,000 for
deployment of Year 2000 converted software.
12
RISKS. Management believes that AMCON will have successfully addressed the
Year 2000 problem before December 31, 1999. Therefore, management believes
that the most reasonably likely worst-case scenario will be that one or more
of the third parties with which AMCON has a material business relationship
will not have successfully dealt with its Year 2000 issues. A critical third
party failure (such as telecommunication, utilities or financial institutions)
could have a material adverse affect on AMCON by eliminating our ability to
order and pay for products from suppliers and receive orders and payments from
customers. It is also possible that one or more of the internal operating
systems will not function properly and make it difficult to complete routine
tasks, such as accounting and other record keeping duties. Based on
information currently available, management does not believe there will be any
long-term operating system failures. However, AMCON will continue to monitor
these issues as part of its Year 2000 project and will concentrate its efforts
on minimizing their impact.
CONTINGENCY PLANS. AMCON has not modified any specific contingency plans with
respect to internal operating systems. Basic contingency plans are maintained
which address short term operating system failure. Management believes these
contingency plans will be sufficient to cover possible operating system
disruption caused by Year 2000 problems. As AMCON completes deployment of the
Year 2000 converted software, these contingency plans will be addressed and
modified if necessary. Contingency planning includes, remote dial-up
connectivity from remote branches in the event that certain telecommunication
services fail to operate, direct faxing of orders to the distribution centers
and manual routing. Management currently does not foresee contingency
planning in the product receiving, selling, order filling and delivery phases
of our business as these areas are very labor intensive. AMCON may be
required to perform certain accounting and other record keeping functions
manually should a Year 2000 problem become apparent in one or more of those
areas. The Company has terminated relationships with third party service
providers that were not able to demonstrate that they had successfully
resolved their Year 2000 problems in a timely manner. There will inevitably
be some third parties who will not have made proper Year 2000 modifications.
AMCON's contingency plan only addresses those third parties that are
considered critical to its operations.
The foregoing Year 2000 discussion contains certain forward-looking
statements, including without limitation anticipated costs and the dates by
which AMCON expects to substantially complete the modifications and testing of
systems and are based upon management's best current estimates, which were
derived utilizing numerous assumptions about future events, including the
continued availability of certain resources, representations received from
third parties and other factors. However, there can be no guarantee that
these estimates will be achieved, and actual results could differ materially
from those anticipated. Specific matters that might cause such material
differences include, but are not limited to, the availability and cost of
trained personnel, the ability to identify and convert all relevant computer
systems, results of Year 2000 testing, adequate identification and resolution
of Year 2000 issues by third party service providers, suppliers or customers
of AMCON, unanticipated system costs, the need to replace additional hardware,
the adequacy of and ability to implement contingency plans and similar
uncertainties.
13
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item is incorporated by reference from the
Annual Report to Stockholders for the fiscal year ended September 30, 1999
under the heading "Managements Discussion and Analysis" on pages 5 through 14.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and accompanying notes, together with the report of
independent accountants are incorporated by reference from the Annual Report
to Stockholders for the fiscal year ended September 30, 1999 on pages F-1
through F-24. Supplemental financial information is incorporated by reference
from the Annual Report to Stockholders for the fiscal year ended September 30,
1999 under the heading "Selected Quarterly Financial Data" on pages 3 and 4.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Registrant's Proxy Statement to be used in connection with the 2000 Annual
Meeting of Stockholders (the "Proxy Statement") contains under the caption
"Election of Directors" certain information required by Item 10 of Form 10-K
and such information is incorporated herein by this reference. The
information required by Item 10 of Form 10-K as to executive officers is set
forth in Item 4A of Part I hereof.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and certain persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") reports of their ownership of Company Common
Stock. Officers, directors and greater-than-ten-percent shareowners are
required by SEC regulation to furnish the Company with copies of such reports
received by the 16(a) reports they file. Based solely upon review of the
copies of such reports received by the Company and written representations
from each such person who did not file an annual report with the SEC (Form 5)
that no other reports were required, the Company believes that, except as set
forth below, there was compliance for the fiscal year ended September 30, 1999
with all Section 16(a) filing requirements applicable to the Company officers,
directors and greater-than-ten-percent beneficial owners.
During the fiscal year ended September 30, 1999, the Statement of Changes of
Beneficial Ownership (Form 4) was filed late for Susan C. Wright, Wendy M.
Wright and Mark A. Wright, all greater-than-ten-percent owners of the
Company's outstanding Common Stock. However, all transactions with respect to
the Common Stock of the Company were reported by these shareholders.
14
ITEM 11. EXECUTIVE COMPENSATION.
The Proxy Statement contains under the captions "Compensation of Directors",
"Compensation of Executive Officers" and "Compensation Committee Interlocks
and Insider Participation", the information required by Item 11 of Form 10-K,
and such information is incorporated herein by this reference. The
information set forth under the captions "Report of Compensation Committee on
Executive Compensation" and "Company Performance" is expressly excluded from
such incorporation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Proxy Statement contains under the caption "Voting Securities and
Beneficial Ownership Thereof by Principal Stockholders, Directors and
Officers" the information required by Item 12 of Form 10-K and such
information is incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Proxy Statement contains under the caption "Certain Relationships and
Related Transactions" the information required by Item 13 of Form 10-K and
such information is incorporated herein by this reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) FINANCIAL STATEMENTS
The following financial statements of AMCON Distributing Company are
incorporated by reference under Item 8. The Annual Report to
Stockholders for the Fiscal Year Ended September 30, 1999 is attached
as Exhibit 13.
Reference Page
Report of Independent Accountants F-1
Consolidated Balance Sheets as of
September 30, 1999 and 1998 F-2
Consolidated Statements of Income for the Years
Ended September 30, 1999, 1998, and 1997 F-3
Consolidated Statements of Shareholders' Equity
and Comprehensive Income for the Years Ended
September 30, 1999, 1998 and 1997 F-4
Consolidated Statements of Cash Flows for the
Years Ended September 30, 1999, 1998 and 1997 F-6
Notes to Consolidated Financial Statements F-7
(2) FINANCIAL STATEMENT SCHEDULES
Report of Independent Accountants S-1
Schedule II - Valuation and Qualifying Accounts S-2
15
(3) EXHIBITS
2.1 Stock Purchase Agreement dated November 3, 1997, between the
Company and FFH Holdings, Inc. (incorporated by reference to
Exhibit 2.1 of AMCON's Current Report on Form 8-K filed on
November 25, 1997)
2.2 Stock Purchase Agreement dated February 24, 1999, between Food
For Health Company, Inc. ("FFH"), an Arizona corporation and a
wholly-owned subsidiary of AMCON, Chamberlin Natural Foods,
Inc.("Chamberlin"), a Florida corporation, Dale C. Bennett, Dale
C. Bennett as Trustee of the Alice M. Bennett Irrevocable Trust
Dated August 8, 1991, Dale C. Bennett as Trustee of the Dale C.
Bennett Revocable Trust dated August 8, 1991, Kirk D. Bennett and
Chad W. Bennett as Trustees of the Dale C. Bennett Irrevocable
Trust No. 1, Chad W. Bennett and Kirk D. Bennett (incorporated by
reference to Exhibit 2.2 of AMCON's Quarterly Report on Form 10-Q
filed on May 10, 1999)
2.3 Stock Purchase Agreement dated August 30, 1999, by and among Food
For Health Company, Inc., a wholly-owned subsidiary of AMCON
Distributing and Health Food Associates, Inc. (incorporated by
reference to Exhibit 2.1 of AMCON's Current Report of Form 8-K
filed on September 30, 1999)
3.1 Restated Certificate of Incorporation of the Company, as amended
March 19, 1998 (incorporated by reference to Exhibit 3.1 of
AMCON's Quarterly Report on Form 10-Q filed on May 11, 1998)
3.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2
of AMCON's Registration Statement on Form S-1 (Registration
No. 33-82848) filed on August 15, 1994)
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of AMCON's Registration Statement on Form S-1
(Registration No. 33-82848) filed on August 15, 1994)
10.1 Grant of Exclusive Manufacturing Rights, dated October 1, 1993,
between the Company and Famous Value Brands, a division of Philip
Morris Incorporated, including Private Label Manufacturing
Agreement and Amended and Restated Trademark License Agreement
(incorporated by reference to Exhibit 10.1 of Amendment No. 1 to
AMCON's Registration Statement on Form S-1 (Registration
No. 33-82848) filed on November 8, 1994)
10.2 Amendment No. 1 to Grant of Exclusive Manufacturing Rights, dated
October 1, 1998, between the Company and Famous Value Brands, a
division of Philip Morris Incorporated, including Amendment No. 1
To Private Label Manufacturing Agreement and Amendment No. 1 to
Amended and Restated Trademark License Agreement (incorporated by
reference to Exhibit 10.2 of AMCON's Annual Report on Form 10-K
filed on December 24, 1998)
10.3 Loan Agreement, dated November 10, 1997, between the Company and
LaSalle National Bank (incorporated by reference to Exhibit 10.1
of AMCON's Current Report on Form 8-K filed on November 25, 1997)
16
10.4 Amended Loan Agreement, dated February 25, 1998, between the
Company and LaSalle National Bank (incorporated by reference to
Exhibit 10.5 of AMCON's Quarterly Report on Form 10-Q filed on
May 11, 1998)
10.5 Note, dated November 10, 1997, between the Company and LaSalle
National Bank (incorporated by reference to Exhibit 10.2 of
AMCON's Current Report on Form 8-K filed on November 25, 1997)
10.6 First Allonge to Note, dated February 25, 1998, between the
Company and LaSalle National Bank (incorporated by reference to
Exhibit 10.7 of AMCON's Quarterly Report on Form 10-Q filed on
May 11, 1998)
10.7 Loan and Security Agreement, dated February 25, 1998, between the
Company and LaSalle National Bank (incorporated by reference to
Exhibit 10.8 of AMCON's Quarterly Report on Form 10-Q filed on
May 11, 1998)
10.8 Promissory Note, dated February 25, 1998, between the Company and
LaSalle National Bank (incorporated by reference to Exhibit 10.9
of AMCON's Quarterly Report on Form 10-Q filed on May 11, 1998)
10.9 Loan and Security Agreement, dated February 25, 1998, between
Food For Health Co., Inc. and LaSalle National Bank (incorporated
by reference to Exhibit 10.10 of AMCON's Quarterly Report on
Form 10-Q filed on May 11, 1998)
10.10 Promissory Note, dated February 25, 1998, between Food For
Health Co., Inc. and LaSalle National Bank (incorporated by
reference to Exhibit 10.11 of AMCON's Quarterly Report on
Form 10-Q filed on May 11, 1998)
10.11 First Amendment to Loan and Security Agreement, dated November
18, 1998, between Food For Health Co., Inc. and LaSalle National
Bank (incorporated by reference to Exhibit 10.11 of AMCON's
Quarterly Report on Form 10-Q/A filed on August 5, 1999)
10.12 First Amendment and Allonge to Promissory Note, dated November
18, 1998, between Food For Health Co., Inc. and LaSalle National
Bank (incorporated by reference to Exhibit 10.12 of AMCON's
Quarterly Report on Form 10-Q/A filed on August 5, 1999)
10.13 Unconditional Guarantee, dated February 25, 1998, between the
Company and LaSalle National Bank (incorporated by reference to
Exhibit 10.12 of AMCON's Quarterly Report on Form 10-Q
filed on May 11, 1998)
10.14 8% Convertible Subordinated Note, dated September 15, 1999 by
and between Food For Health Company Inc. and Eric Hinkefent,
Mary Ann O'Dell, Sally Sobol, and Amy Laminsky (incorporated by
reference to Exhibit 10.1 of AMCON's Current Report on Form 8-K
filed on September 30, 1999)
17
10.15 Secured Promissory Note, dated September 15, 1999, by and
between Food For Health Company, Inc. and James C. Hinkefent and
Marilyn M. Hinkefent, as trustees of the James C. Hinkefent
Trust dated July 11, 1994, as amended, Eric Hinkefent, Mary Ann
O'Dell, Sally Sobol, and Amy Laminsky (incorporated by reference
to Exhibit 10.2 of AMCON's Current Report on Form 8-K filed on
September 30, 1999)
10.16 Pledge Agreement, dated September 15, 1999, by and between Food
For Health Company, Inc. and James C. Hinkefent and Marilyn M.
Hinkefent, as trustees of the James C. Hinkefent Trust dated
July 11, 1994, as amended, Eric Hinkefent, Mary Ann O'Dell,
Sally Sobol, and Amy Laminsky (incorporated by reference to
Exhibit 10.3 of AMCON's Current Report on Form 8-K filed on
September 30, 1999)
10.17 AMCON Distributing Company 1994 Stock Option Plan (incorporated
by reference to Exhibit 10.7 of the Company's Registration
Statement on Form S-1 (Registration No. 33-82848) filed on
August 15, 1994)
10.18 AMCON Distributing Company Profit Sharing Plan (incorporated by
reference to Exhibit 10.8 of Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-82848)
filed on November 8, 1994)
10.19 Employment Agreement, dated May 22, 1998, between the Company
and William F. Wright (incorporated by reference to Exhibit
10.14 of the Company's Quarterly Report on Form 10-Q filed on
August 6, 1998)
10.20 Employment Agreement, dated May 22, 1998, between the Company
and Kathleen M. Evans (incorporated by reference to Exhibit
10.15 of the Company's Quarterly Report on Form 10-Q filed on
August 6, 1998)
10.21 Employment Agreement, dated May 22, 1998, between the Food For
Health Co., Inc. and Jerry Fleming (incorporated by reference to
Exhibit 10.16 of the Company's Quarterly Report on Form 10-Q
filed on August 6, 1998)
11.1 Statement re: computation of per share earnings (incorporated by
reference to footnote 3 to the financial statements included in
Item 13 herein)
13.1 Annual Report to Stockholders for the Fiscal Year Ended September
30, 1999
21.0 Subsidiaries of the Company
23.1 Consent of PricewaterhouseCoopers LLP
27.0 Financial Data Schedules
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the fourth
quarter ended September 30, 1999.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of
1934, the Registrant, AMCON Distributing Company, a Delaware corporation, has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, State of Nebraska, on the
23rd day of December, 1999.
AMCON DISTRIBUTING COMPANY
By: /s/ Kathleen M. Evans
----------------------
Kathleen M. Evans, President
19
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons in the capacities indicated on
the 23rd day of December, 1999.
Signature Title
--------- -----
/s/ William F. Wright Chairman of the Board, Director
- ------------------------
William F. Wright
/s/ Kathleen M. Evans President (Principal Executive
- ------------------------ Officer) and Director
Kathleen M. Evans
/s/ Michael D. James Treasurer, Chief Financial Officer
- ------------------------ and Secretary (Principal Financial
Michael D. James and Accounting Officer)
/s/ J. Tony Howard Director
- ------------------------
J. Tony Howard
/s/ Allen D. Petersen Director
- ------------------------
Allen D. Petersen
/s/ Jerry Fleming Director
- ------------------------
Jerry Fleming
/s/ Timothy R. Pestotnik Director
- ------------------------
Timothy R. Pestotnik
/s/ William R. Hoppner Director
- ------------------------
William R. Hoppner
20
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of AMCON Distributing Company:
Our report on the consolidated financial statements of AMCON Distributing
Company is included in this Form 10-K. In connection with our audit of such
financial statements, we have also audited the related financial statement
schedule listed in Item 14 for the years ended September 30, 1999, 1998 and
1997.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
PRICEWATERHOUSECOOPERS LLP
Omaha, Nebraska
November 24, 1999
S-1
AMCON Distributing Company
Financial Statement Schedule
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
- -----------------------------------------------
Net
Amounts
Balance at Provision Other (Written Off) Balance at
Description Beginning of Period (Benefit) /1/ Recovered End of Period
- ------------------ --------------------- --------- ------- ------------- -----------------------
Allowance for
doubtful accounts Oct 1, 1996 $195,961 $ 11,357 $ - $ (1,069) Sep. 30, 1997 $206,249
Oct 1, 1997 206,249 386,630 339,545 (471,671) Sep. 30, 1998 460,753
Oct 1, 1998 460,753 314,720 - (98,672) Sep. 30, 1999 676,801
Allowance for
inventory
obsolescence Oct 1, 1996 $ - $ 30,000 $ - $ - Sep. 30, 1997 $ 30,000
Oct 1, 1997 30,000 253,864 76,000 (30,000) Sep. 30, 1998 329,864
Oct 1, 1998 329,864 - - (253,864) Sep. 30, 1999 76,000
/1/ Recorded as a result of the acquisition of Food For Health Co., Inc.
S-2