UNITED STATES
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) July 19, 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17
---- CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
---- 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
---- Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
---- Exchange Act (17 CFO 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On July 19, 2007, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the third fiscal quarter
ended June 30, 2007. A copy of the press release is attached to this report
as an exhibit and is incorporated herein by reference.
The information in this 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 report (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 July 19, 2007, issued
by AMCON Distributing Company announcing
financial results for the third fiscal quarter
ended June 30, 2007
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: July 19, 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 July 19, 2007, issued by AMCON
Distributing Company announcing financial results for the
third fiscal quarter ended June 30, 2007
Exhibit 99.1
AMCON DISTRIBUTING COMPANY REPORTS FULLY DILUTED THIRD QUARTER EARNINGS OF
$1.29 PER SHARE
RELEASE
Chicago, IL, July 19, 2007 - AMCON Distributing Company ("AMCON") (AMEX:DIT),
an Omaha, Nebraska based consumer products company is pleased to announce its
results for the third fiscal quarter and nine months ended June 30, 2007.
"Our two core businesses continue to perform in line with our expectations."
said Christopher Atayan, AMCON's Chief Executive Officer. "However,
management continues to devote considerable time and resources toward
residual litigation in connection with our discontinued operations. Thus, we
are delighted to have been able to show a fully diluted profit for the
quarter."
For the first nine months of fiscal 2007, AMCON reported revenues of $602.2
million in its Wholesale Distribution segment and operating income before
depreciation and amortization of $9.1 million. AMCON's retail health food
business reported revenues of $28.4 million and operating income before
depreciation and amortization of $2.4 million for the first nine months of
fiscal 2007.
Andrew Plummer, AMCON's Chief Financial Officer said, "During the third
quarter of fiscal 2007 we incurred legal and professional costs associated
with our former beverage businesses of $1.0 million, or $1.21 per diluted
share, which are accounted for in continuing operations. The producer price
index published by the Bureau of Labor statistics continues to increase which
ultimately increases the amount of the LIFO charge in our income statement.
For the three months ended June 30, 2007, our wholesale division incurred a
$0.3 million higher charge while retail health food incurred a $0.1 million
higher charge as compared to the same period in the prior year. Our core
operations have continued to decrease operating expenses, maximize excise tax
increases and take advantage of promotional opportunities."
Kathleen Evans, President of AMCON's wholesale division commented, "This
quarter reflected well on the momentum we built at our trade show earlier
this year. Market conditions remain competitive and we continue to emphasize
our strong customer service as a competitive differentiation. Moreover, we
are working closely with key vendors on several new promotions which we
believe will enhance our customers' profitability."
"We believe the outlook for the natural foods category continues to be
favorable" said Eric Hinkefent President of AMCON's retail health food
subsidiary, "Our business model, which emphasizes high levels of customer
service, is well received in the market. As such we are actively searching
for opportunities to add new stores in our existing markets as well as to
open new stores in selected new markets. We continue to invest in new
equipment to enhance our customers' shopping experience."
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
June 30, 2007 and September 30, 2006
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June 2007 September
(Unaudited) 2006
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ASSETS
Current assets:
Cash $ 588,135 $ 481,138
Accounts receivable, less allowance for doubtful
accounts of $0.4 million and $0.9 million, respectively 26,653,708 27,815,751
Inventories, net 24,369,429 24,443,063
Deferred income taxes 2,045,006 1,972,988
Current assets of discontinued operations 3,435 1,172,805
Prepaid and other current assets 6,371,027 5,369,154
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Total current assets 60,030,740 61,254,899
Property and equipment, net 11,521,419 12,528,539
Goodwill 5,848,808 5,848,808
Other intangible assets 3,410,003 3,439,803
Deferred income taxes 5,386,739 6,772,927
Noncurrent assets from discontinued operations 2,057,033 3,774,106
Other assets 1,151,044 1,247,464
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$ 89,405,786 $ 94,866,546
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 12,323,037 $ 14,633,124
Accrued expenses 5,660,479 4,687,789
Accrued wages, salaries and bonuses 1,470,837 1,879,699
Income taxes payable 155,716 168,936
Current liabilities of discontinued operations 7,703,401 7,461,549
Current maturities of credit facility 3,346,000 3,896,000
Current maturities of long-term debt 462,198 524,130
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Total current liabilities 31,121,668 33,251,227
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Credit facility, less current maturities 42,521,181 44,927,429
Long-term debt, less current maturities 6,716,001 7,069,357
Noncurrent liabilities of discontinued operations 2,807,000 5,087,230
Series A cumulative, convertible preferred stock, $.01 par value
100,000 shares outstanding, liquidation preference
$25.00 per share 2,438,355 2,438,355
Series B cumulative, convertible preferred stock, $.01 par value
80,000 shares outstanding, liquidation preference
$25.00 per share 1,857,645 1,857,645
Series C cumulative, convertible preferred stock, $.01 par value
80,000 shares outstanding, 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,
260,000 shares outstanding and issued in Series A, B and C
referred to above - -
Common stock, $.01 par value, 3,000,000
shares authorized, 527,062 shares outstanding 5,271 5,271
Additional paid-in capital 6,316,276 6,278,476
Accumulated deficit (6,359,983) (8,030,816)
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Total shareholders' deficiency (38,436) (1,747,069)
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$ 89,405,786 $ 94,866,546
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and nine months ended June 30, 2007 and 2006
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For the three months For the nine months
ended June ended June
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2007 2006 2007 2006
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Sales (including excise taxes of $54.5
million and $52.5 million, and $152.5
million and $147.7 million, respectively) $ 220,072,350 $ 222,190,246 $ 630,615,000 $ 616,211,117
Cost of sales 203,519,915 206,587,430 584,654,778 571,941,200
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Gross profit 16,552,435 15,602,816 45,960,222 44,269,917
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Selling, general and administrative expenses 12,950,797 12,855,727 38,401,805 38,087,524
Depreciation and amortization 450,901 469,352 1,364,949 1,430,938
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13,401,698 13,325,079 39,766,754 39,518,462
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Operating income 3,150,737 2,277,737 6,193,468 4,751,455
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Other expense (income):
Interest expense 1,174,440 1,215,463 3,682,951 3,482,814
Other (income), net (79,636) (44,424) (144,816) (94,016)
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1,094,804 1,171,039 3,538,135 3,388,798
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Income from continuing operations
before income tax expense 2,055,933 1,106,698 2,655,333 1,362,657
Income tax expense 809,000 434,000 1,047,000 560,000
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Income from continuing operations 1,246,933 672,698 1,608,333 802,657
Discontinued operations
Gain on disposal of discontinued
operations, net of income tax expense
of $0.6 million - - 829,090 -
Loss from discontinued operations,
net of income tax (benefit) of ($0.1)
million and ($0.2) million, and ($0.2)
million and ($1.2) million, respectively (131,740) (326,447) (453,432) (2,143,152)
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(Loss) income on discontinued operations (131,740) (326,447) 375,658 (2,143,152)
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Net income (loss) 1,115,193 346,251 1,983,991 (1,340,495)
Preferred stock dividend requirements (104,386) (104,386) (313,158) (260,492)
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Net income (loss) available to common
shareholders $ 1,010,807 $ 241,865 $ 1,670,833 $ (1,600,987)
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 2.17 $ 1.08 $ 2.46 $ 1.03
Discontinued operations (0.25) (0.62) 0.71 (4.07)
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Net basic earnings (loss) per share
available to common shareholders $ 1.92 $ 0.46 $ 3.17 $ (3.04)
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 1.44 $ 0.79 $ 1.87 $ 0.95
Discontinued operations (0.15) (0.38) 0.44 (3.53)
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Net diluted earnings (loss) per share
available to common shareholders $ 1.29 $ 0.41 $ 2.31 $ (2.58)
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Weighted average shares outstanding:
Basic 527,062 527,062 527,062 527,062
Diluted 862,598 854,187 858,085 606,660
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine months ended June 30, 2007 and 2006
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2007 2006
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,983,991 $ (1,340,495)
Deduct: income (loss) from discontinued operations, net of tax 375,658 (2,143,152)
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Income from continuing operations 1,608,333 802,657
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 1,335,149 1,401,140
Amortization 29,800 29,798
(Gain) loss on sale of property and equipment (16,667) 11,570
Stock based compensation 37,800 45,000
Deferred income taxes 1,314,170 (563,234)
Provision (benefit) for losses on doubtful accounts (93,192) 430,489
Provision for losses on inventory obsolescence 148,568 188,602
Changes in assets and liabilities:
Accounts receivable 1,255,235 (2,784,964)
Inventories (74,934) (6,743,551)
Prepaid and other current assets (1,001,873) 345,108
Other assets 96,420 171,950
Accounts payable (2,310,087) (1,160,812)
Accrued expenses and accrued wages, salaries and bonuses 563,828 (488,713)
Income taxes payable and receivable (13,220) (118,798)
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Net cash flows from operating activities - continuing operations 2,879,330 (8,433,758)
Net cash flows from operating activities - discontinued operations (1,951,797) (806,978)
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Net cash flows from operating activities 927,533 (9,240,736)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (345,637) (595,489)
Proceeds from sales of property and equipment 34,275 34,199
Purchase of trademark - (15,000)
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Net cash flows from investing activities - continuing operations (311,362) (576,290)
Net cash flows from investing activities - discontinued operations 3,965,394 (69)
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Net cash flows from investing activities 3,654,032 (576,359)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net principal (payments) borrowings on bank credit agreements (2,956,248) 7,538,006
Net proceeds from preferred stock issuance - 1,982,372
Proceeds from borrowings of long-term debt - 109,811
Dividends paid on preferred stock (313,158) (260,492)
Principal payments on long-term debt (415,288) (499,359)
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Net cash flows from financing activities - continuing operations (3,684,694) 8,870,338
Net cash flows from financing activities - discontinued operations (789,874) 484,504
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Net cash flows from financing activities (4,474,568) 9,354,842
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Net change in cash 106,997 (462,253)
Cash, beginning of period 481,138 546,273
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Cash, end of period $ 588,135 $ 84,020
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 3,729,280 $ 3,488,161
Cash paid (refunded) during the period for income taxes 99,050 (1,577)
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 -
Issuance of note payable in exchange for
accounts payable - discontinued operations - 362,716
-end-