SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) January 29, 2007
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AMCON DISTRIBUTING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-15589 47-0702918
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7405 Irvington Road, Omaha, NE 68122
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(Address of principal executive offices) (Zip Code)
(402) 331-3727
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 29, 2007, AMCON Distributing Company ("AMCON or "Company") issued
a press release announcing its financial results for the first fiscal quarter
ended December 31, 2006. A copy of the press release is being furnished
herewith as an exhibit and incorporated herein by reference.
The information in this Current Report (including the exhibit) shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information set forth in this Current Report on Form 8-K
(including the exhibit) shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of
1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated January 29, 2007, issued
by AMCON Distributing Company announcing
financial results for the first fiscal quarter
ended December 31, 2006
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMCON DISTRIBUTING COMPANY
(Registrant)
Date: January 29, 2007 By : Andrew C. Plummer
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Name: Andrew C. Plummer
Title: Vice President &
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Description
99.1 Press release, dated January 29, 2007, issued by AMCON
Distributing Company announcing financial results for the
first fiscal quarter ended December 31, 2006
Exhibit 99.1
AMCON DISTRIBUTING COMPANY REPORTS FULLY DILUTED FIRST FISCAL QUARTER
EARNINGS OF $1.49 PER SHARE
NEWS RELEASE
Chicago, IL, January 29, 2007 - AMCON Distributing Company ("AMCON"))
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce that the earnings for first fiscal quarter ended December 31, 2006
were $1.49 per share on a fully diluted basis. "We are now beginning to see
the tangible results of our management teams concentrated efforts over the
course of the last year", said Christopher Atayan, AMCON's Chief Executive
Officer. "Going forward we still have some challenges from the past that we
have to address, however we are now in a position to be able to commit more
resources to growing our two core businesses."
AMCON reported revenues of approximately $200.3 million in its Wholesale
Distribution business and operating income before depreciation and
amortization of approximately $2.9 million. AMCON's Retail Health Food
business reported revenues of approximately $9.1 million and operating income
before depreciation and amortization of approximately $0.7 million.
Kathleen Evans, President of AMCON's Wholesale Business, commented "This was
a solid quarter across the board. We look forward to carrying the momentum
into 2007." Eric Hinkefent, President of AMCON's Retail Health Food
business, said "We continue to look for growth opportunities. Our business
model is working well and benefits from the trend toward natural and organic
products."
The recent Midwest winter ice storms briefly impacted both of AMCON's
business segments. More detail will be provided when the company reports its
second fiscal quarter results.
As previously reported, AMCON divested the assets of its Hawaiian Natural
Water Company on November 20, 2006 and the results of operations for that
partial period are recorded in discontinued operations. In addition, AMCON
reported a gain on disposal net of taxes of approximately $0.9 million.
AMCON also reported two executive appointments. Andrew Plummer the company's
interim chief financial officer was named to the post on a permanent basis.
Additionally, Philip Campbell who has been a financial consultant to the
company in connection with its discontinued operations, was named to the
newly created position of Senior Vice President Financial Planning and
Compliance. "Andy earned his promotion the old fashioned way, through hard
work and diligence" noted Atayan. "Philip was the logical choice for this new
position, as he has been a part of our team for several years now and is well
respected both internally and externally" continued Atayan. Plummer
commented "We are in the process of building a cutting edge financial
department that will enable us to take advantage of our many corporate
strengths. Ultimately this will not only benefit us, it will also enable us
to continue our customer service leadership position in the industry."
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 and South Dakota. Chamberlin's Natural
Foods, Inc. and Health Food Associates, Inc., both wholly-owned subsidiaries
of The Healthy Edge, Inc., operate health and natural product retail stores
in central Florida (6), Kansas, Missouri, Nebraska and Oklahoma (4). The
retail stores operate under the names Chamberlin's Market & Cafe and Akins
Natural Foods Market.
This news release contains forward-looking statements that are subject to
risks and uncertainties and which reflect management's current beliefs and
estimates of future economic circumstances, industry conditions, Company
performance and financial results. A number of factors could affect the
future results of the Company and could cause those results to differ
materially from those expressed in the Company's forward-looking statements
including, without limitation, availability of sufficient cash resources to
conduct its business and meet its capital expenditures needs. Moreover, past
financial performance should not be considered a reliable indicator of future
performance. Accordingly, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements.
Visit AMCON Distributing Company's web site at: www.amcon.com
For Further Information Contact:
Christopher H. Atayan
AMCON Distributing Company
Ph 312-327-1770
Fax: 312-527-3964
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 2006 and September 30, 2006
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December 2006 September 2006
(Unaudited)
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ASSETS
Current assets:
Cash $ 433,565 $ 481,138
Accounts receivable, less allowance for doubtful
accounts of $0.9 million and $0.9 million, respectively 28,207,328 27,815,751
Inventories, net 26,291,459 24,443,063
Deferred income taxes 1,972,988 1,972,988
Current assets of discontinued operations 13,744 1,172,805
Prepaid and other current assets 5,054,447 5,369,154
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Total current assets 61,973,531 61,254,899
Property and equipment, net 12,248,355 12,528,539
Goodwill 5,848,808 5,848,808
Other intangible assets 3,429,869 3,439,803
Deferred income taxes 5,857,028 6,772,927
Noncurrent assets from discontinued operations 2,382,648 3,774,106
Other assets 1,313,750 1,247,464
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$ 93,053,989 $ 94,866,546
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 13,830,334 $ 14,633,124
Accrued expenses 4,483,797 4,687,789
Accrued wages, salaries and bonuses 1,362,488 1,879,699
Income taxes payable 69,987 168,936
Current liabilities of discontinued operations 5,747,896 7,461,549
Current maturities of credit facility 3,896,000 3,896,000
Current maturities of long-term debt 492,816 524,130
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Total current liabilities 29,883,318 33,251,227
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Credit facility, less current maturities 45,661,073 44,927,429
Long-term debt, less current maturities 6,939,204 7,069,357
Noncurrent liabilities of discontinued operations 4,865,822 5,087,230
Series A cumulative, convertible preferred stock, $.01 par value
100,000 shares authorized and issued, liquidation preference
$25.00 per share 2,438,355 2,438,355
Series B cumulative, convertible preferred stock, $.01 par value
80,000 shares authorized and issued, liquidation preference
$25.00 per share 1,857,645 1,857,645
Series C cumulative, convertible preferred stock, $.01 par value
80,000 shares authorized and issued, liquidation preference
$25.00 per share 1,982,372 1,982,372
Commitments and contingencies
Shareholders' equity (deficiency):
Preferred stock, $0.01 par, 1,000,000 shares authorized,
none outstanding - -
Common stock, $.01 par value, 3,000,000
shares authorized, 527,062 outstanding 5,271 5,271
Additional paid-in capital 6,281,476 6,278,476
Accumulated deficit (6,860,547) (8,030,816)
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Total shareholders' deficiency (573,800) (1,747,069)
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$ 93,053,989 $ 94,866,546
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2006 and 2005
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2006 2005
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Sales (including excise taxes of
$49.5 million and $48.2 million,
respectively) $ 209,366,149 $ 198,217,081
Cost of sales 194,325,018 184,189,751
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Gross profit 15,041,131 14,027,330
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Selling, general and administrative expenses 12,405,083 12,650,217
Depreciation and amortization 457,843 478,725
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12,862,926 13,128,942
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Operating income 2,178,205 898,388
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Other expense (income):
Interest expense 1,268,662 1,157,466
Other (income), net (31,081) (20,782)
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1,237,581 1,136,684
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Income (loss) from continuing operations
before income taxes 940,624 (238,296)
Income tax expense (benefit) 363,000 (79,000)
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Income (loss) from continuing operations 577,624 (159,296)
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Discontinued operations
Gain on disposal of discontinued operations,
net of income tax expense of $0.7 million 895,588 -
(Loss) from discontinued operations,
net of income tax (benefit) of ($0.1) million
and ($0.6) million, respectively (197,410) (1,027,638)
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Income (loss) on discontinued operations 698,178 (1,027,638)
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Net income (loss) 1,275,802 (1,186,934)
Preferred stock dividend requirements (105,533) (74,867)
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Net income (loss) available to common shareholders $ 1,170,269 $ (1,261,801)
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 0.90 $ (0.44)
Discontinued operations 1.32 (1.95)
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Net basic earnings (loss) per share
available to common shareholders $ 2.22 $ (2.39)
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 0.68 $ (0.44)
Discontinued operations 0.81 (1.95)
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Net diluted earnings (loss) per share
available to common shareholders $ 1.49 $ (2.39)
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Weighted average shares outstanding:
Basic 527,062 527,062
Diluted 854,427 527,062
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three month periods ended December 31, 2006 and 2005
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2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,275,802 $ (1,186,934)
Deduct: income (loss) from discontinued operations, net of tax 698,178 (1,027,638)
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Income (loss) from continuing operations 577,624 (159,296)
Adjustments to reconcile net income (loss) from
continuing operations to net cash flows
from operating activities:
Depreciation 447,909 468,792
Amortization 9,934 9,933
(Gain) loss on sale of property and equipment (11,116) 2,035
Stock based compensation 3,000 15,000
Deferred income taxes 915,899 (543,423)
Provision for losses on doubtful accounts (76,196) -
Provision for losses on inventory obsolescence 172,503 88,132
Changes in assets and liabilities:
Accounts receivable (315,381) 1,686,986
Inventories (2,020,899) (4,710,930)
Other current assets 314,707 579,042
Other assets (66,286) (7,836)
Accounts payable (802,790) 1,672,707
Accrued expenses and accrued wages, salaries and bonuses (721,203) (935,357)
Income tax payable and receivable (98,949) (118,798)
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Net cash flows from operating activities - continuing operations (1,671,244) (1,953,013)
Net cash flows from operating activities - discontinued operations (1,844,710) (529,260)
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Net cash flows from operating activities (3,515,954) (2,482,273)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (170,809) (133,871)
Proceeds from sales of property and equipment 14,200 29,599
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Net cash flows from investing activities - continuing operations (156,609) (104,272)
Net cash flows from investing activities - discontinued operations 3,753,394 (17,771)
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Net cash flows from investing activities 3,596,785 (122,043)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on bank credit agreements 733,644 3,194,790
Dividends paid on preferred stock (105,533) (74,867)
Principal payments on long-term debt (161,467) (163,491)
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Net cash flows from financing activities - continuing operations 466,644 2,956,432
Net cash flows from financing activities - discontinued operations (595,048) 633,543
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Net cash flows from financing activities (128,404) 3,589,975
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Net change in cash (47,573) 985,659
Cash, beginning of period 481,138 546,273
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Cash, end of period $ 433,565 $ 1,531,932
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,262,202 $ 1,162,291
Cash paid (refunded) during the period for income taxes 98,949 (26,890)
Supplemental disclosure of non-cash information:
Buyer's assumption of HNWC lease in connection with
the sale of HNWC's assets - discontinued operations 225,502 -
-end-