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) February 21, 2006
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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 Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
/ / 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 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 21, 2006, AMCON Distributing Company issued a press release
announcing the late filing of its quarterly report and a preliminary estimate
of its results of operations for its first quarter ended December 31, 2005. A
copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On February 21, 2006, AMCON Distributing Company issued a press release
announcing that the Company will receive of a notice from the American Stock
Exchange ("AMEX") of a failure to timely file its Quarterly Report on Form 10-Q
for the first quarter ended December 31, 2005 ("Quarterly Report") resulting in
a violation of Sections 134, 1003(d) and 1101 of the AMEX Company Guide and
AMCON's agreement with the AMEX. The Company had previously received a notice
with respect to the late filing of its Annual Report on Form 10-K for the fiscal
year ended September 30, 2005 ("Annual Report"). As result of the notice, the
indicator .LF will be added to the Company's stock symbol in any place the
Company's symbol is transmitted with a quotation or a trade.
As reported in a press release issued on January 16, 2006 and a Form 8-K filed
with the Securities and Exchange Commission (the "SEC") on January 17, 2006, the
Annual Report was delayed and was not filed by the due date of December 29, 2005
or by the extension date of January 13, 2006 primarily because of the
uncertainty surrounding the accounting treatment of issues associated with its
two beverage subsidiaries, Trinity Springs, Inc. and Hawaiian Natural Water
Company, Inc. AMCON also announced estimated ranges of its fiscal 2005
financial results in the press release issued on January 16, 2006.
As a condition to maintain listing of its common stock on the AMEX, AMCON
submitted a plan to the AMEX that addressed its failure to file its Annual
Report and its anticipated late filing of its Quarterly Report and the action
AMCON has taken, or will take, that will bring it into compliance with Sections
134, 1003(d) and 1101 of the AMEX Company Guide and AMCON's agreement with the
AMEX by filing its Annual Repot no later than March 31, 2006 and by filing its
Quarterly Report within two to four weeks after filing the Annual Report.
However, the is no guarantee that the plan will be accepted or rejected by the
AMEX.
A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated February 21, 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: February 22, 2006 By : Michael D. James
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Name: Michael D. James
Title: Vice President &
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Description
99.1 Press release, dated February 21, 2006
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Exhibit 99.1
NEWS RELEASE
AMCON REPORTS FILING STATUS OF QUARTERLY REPORT
AND PRELIMINARY ESTIMATE OF RESULTS FOR
FIRST QUARTER ENDED DECEMBER 31, 2005
Omaha, NE, February 21, 2006 AMCON Distributing Company (AMEX:DIT), an Omaha,
Nebraska based consumer products company, announced today that it was not able
to timely file its Quarterly Report on Form 10-Q for the first quarter ended
December 31, 2005. On January 16, 2006, the Company issued a press release
announcing that it was unable to file its Annual Report on Form 10-K for the
fiscal year ended September 30, 2005 due to uncertainties surrounding two of the
Company's subsidiaries. As a result of the delay in filing its Annual Report
for fiscal 2005, the Company will not be able to file its Quarterly Report on
Form 10-Q for the first quarter ended December 31, 2005 until the Form 10-K for
fiscal 2005 is filed. The Company does not believe that it will be in a
position to file its Annual Report on Form 10-K for fiscal 2005 prior to March
31, 2006 and does not believe that it will be in a position to file its
Quarterly Report on Form 10-Q for the first quarter ended December 31, 2005
prior to April 21, 2006.
Michael James, AMCON's CFO, stated "As a result of being unable to file our
Quarterly Report on Form 10-Q for the first quarter ended December 31, 2005
("Quarterly Report"), the Company will receive a notice from the American Stock
Exchange ("AMEX") of a failure to timely file the Quarterly Report which results
in a violation of Sections 134, 1003(d) and 1101 of the AMEX Company Guide and
AMCON's agreement with the AMEX. The Company had previously received a notice
with respect to the late filing of its Annual Report for fiscal 2005 ("Annual
Report Notice") and, as result of the Annual Report Notice, the indicator .LF
has been added to the Company's stock symbol in any place the Company's symbol
is transmitted with a quotation or a trade. The Company has submitted a plan
to the AMEX that addressed its failure to file its Annual Report for fiscal 2005
and the action that the Company has taken, or will take, that will bring it into
compliance with Sections 134, 1003(d) and 1101 of the AMEX Company Guide and the
Company's agreement with the AMEX by no later than March 31, 2006. However,
there is no guarantee that the plan will be accepted or rejected by the AMEX.
"The Company currently estimates that its net loss for the first quarter ended
December 31, 2005 will be approximately $1.1 million compared to a net loss of
$0.1 million for the first quarter of fiscal 2004. This estimate excludes any
impact for accounting for any of the uncertainties related our beverage
subsidiaries previously discussed. The loss was primarily attributable to the
Company's beverage segment which incurred $1.0 million of the estimated net
loss." James continued.
Kathleen Evans, President of AMCON, added "the wholesale distribution and retail
health food businesses continued to generate positive cash flows during the
quarter and performed according to plan. We expect that these businesses will
generate positive net income in fiscal 2006."
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 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. produces and sells geothermal 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 in Paradise,
Idaho, one of the world's deepest known sources.
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:
Michael D. James
Chief Financial Officer
AMCON Distributing Company
Tel 402-331-3727
Fax 402-331-4834
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