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) January 18, 2008
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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 January 18, 2008, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the first fiscal quarter
ended December 31, 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 January 18, 2008, issued
by AMCON Distributing Company announcing
financial results for the first fiscal quarter
ended December 31, 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: January 18, 2008 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 18, 2008, issued by AMCON
Distributing Company announcing financial results for the
first fiscal quarter ended December 31, 2007
Exhibit 99.1
AMCON DISTRIBUTING COMPANY REPORTS FULLY DILUTED EARNINGS PER SHARE OF $1.12
FOR THE FIRST FISCAL QUARTER ENDED DECEMBER 31, 2007
NEWS RELEASE
Chicago, IL, January 18, 2008 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce diluted earnings per share of $1.12 for the first fiscal quarter
ended December 31, 2007.
"We continue to make steady progress on our strategic plan," commented
Christopher H. Atayan, AMCON's Chief Executive Officer. Atayan added "Both of
our business segments performed well this quarter. We have a highly cohesive
organization that is focused on delivering superior service to our wholesale
and retail customers. Our focus on fundamentals leads directly to value
creation for our shareholders. Moreover, this philosophy positions us well
in a period of economic volatility."
For the first fiscal quarter of 2008, AMCON's Wholesale Distribution segment
generated revenues of $201.1 million and operating income before depreciation
and amortization of $3.0 million. AMCON's Retail Health Food segment
generated revenues of $9.5 million and operating income before depreciation
and amortization of $0.9 million.
"Our Customer First philosophy led to several new business awards during the
quarter and we continue to manage the business as efficiently as possible,"
commented Kathleen Evans, President of AMCON's Wholesale Distribution
Segment.
"We continue to offer our consumers a wide variety of quality products and
strong customer service, which we believe continues to differentiate us from
our competitors," commented Eric Hinkefent, President of AMCON's Retail
Health Food segment.
"Income from continuing operations for the first fiscal quarter of 2008 was
$1.0 million as compared to $0.6 million in the comparable prior period on
lower operating and interest costs. Our fully diluted results from the prior
period also included a gain of $0.9 million in connection with the sale of
the assets of Hawaiian Natural Water Company" commented Andrew Plummer,
AMCON's Chief Financial Officer. Plummer added, "We continue to maintain a
high degree of liquidity, which facilitates our ability to take advantage of
opportunities that benefit our customers."
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, 2007 and September 30, 2007
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December 2007 September
(Unaudited) 2007
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ASSETS
Current assets:
Cash $ 300,908 $ 717,554
Accounts receivable, less allowance for doubtful
accounts of $0.3 million and $0.3 million, respectively 24,564,218 27,848,938
Inventories, net 34,057,251 29,738,727
Deferred income taxes 1,290,020 1,446,389
Current assets of discontinued operations 13,743 18,897
Prepaid and other current assets 5,176,195 5,935,208
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Total current assets 65,402,335 65,705,713
Property and equipment, net 11,157,673 11,190,768
Goodwill 5,848,808 5,848,808
Other intangible assets, net 3,390,137 3,400,070
Deferred income taxes 2,270,436 2,768,043
Non-current assets of discontinued operations 2,057,033 2,057,033
Other assets 1,531,789 1,093,150
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$ 91,658,211 $ 92,063,585
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,872,541 $ 15,253,562
Accrued expenses 4,954,751 5,293,923
Accrued wages, salaries and bonuses 1,244,147 2,202,594
Income taxes payable 194,201 367,773
Current liabilities of discontinued operations 4,031,778 4,035,863
Current maturities of credit facility 3,046,000 3,046,000
Current maturities of long-term debt 623,278 568,024
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Total current liabilities 26,966,696 30,767,739
Credit facility, less current maturities 38,331,796 35,808,180
Long-term debt, less current maturities 6,989,239 7,123,453
Noncurrent liabilities of discontinued operations 6,542,310 6,542,310
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:
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, $.01 par value, 3,000,000 shares authorized,
537,064 shares outstanding for December 2007 and 529,436
shares outstanding for September 2007 5,372 5,295
Additional paid-in capital 6,558,641 6,396,131
Accumulated deficit (14,215) (857,895)
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Total shareholders' equity 6,549,798 5,543,531
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$ 91,658,211 $ 92,063,585
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2007 and 2006
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2007 2006
As restated/1/
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Sales (including excise taxes of
$51.6 million and $49.5 million,
respectively) $ 210,663,237 $ 209,366,149
Cost of sales 195,467,389 194,271,875
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Gross profit 15,195,848 15,094,274
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Selling, general and administrative expenses 12,210,575 12,405,083
Depreciation and amortization 362,474 457,843
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12,573,049 12,862,926
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Operating income 2,622,799 2,231,348
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Other expense (income):
Interest expense 969,802 1,268,662
Other (income), net (33,211) (31,081)
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936,591 1,237,581
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Income from continuing operations
before income taxes 1,686,208 993,767
Income tax expense 641,000 383,000
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Income from continuing operations 1,045,208 610,767
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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 ($0.06) million
and ($0.2) million, respectively (95,995) (258,047)
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(Loss) income on discontinued operations (95,995) 637,541
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Net income 949,213 1,248,308
Preferred stock dividend requirements (105,533) (105,533)
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Net income available to common shareholders $ 843,680 $ 1,142,775
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 1.76 $ 0.96
Discontinued operations (0.18) 1.21
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Net basic earnings per share
available to common shareholders $ 1.58 $ 2.17
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 1.23 $ 0.71
Discontinued operations (0.11) 0.75
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Net diluted earnings per share
available to common shareholders $ 1.12 $ 1.46
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Weighted average shares outstanding:
Basic 533,900 527,062
Diluted 849,187 854,427
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2007 and 2006
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2007 2006
As restated/1/
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 949,213 $ 1,248,308
Deduct: (Loss) income from discontinued operations, net of tax (95,995) 637,541
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Income from continuing operations 1,045,208 610,767
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 352,541 447,909
Amortization 9,933 9,934
(Gain) on sale of property and equipment (1,625) (11,116)
Stock based compensation 42,950 3,000
Deferred income taxes 653,976 899,251
Provision (benefit) for losses on doubtful accounts 44,000 (76,196)
Provision for losses on inventory obsolescence 160,885 172,503
Changes in assets and liabilities:
Accounts receivable 3,240,720 (315,381)
Inventories (4,479,409) (2,074,042)
Other current assets 759,013 314,707
Other assets (438,639) (66,286)
Accounts payable (2,381,021) (802,790)
Accrued expenses and accrued wages, salaries and bonuses (1,297,619) (721,203)
Income tax payable and receivable (173,572) (98,949)
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Net cash flows from operating activities - continuing operations (2,462,659) (1,707,892)
Net cash flows from operating activities - discontinued operations (94,926) (1,808,062)
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Net cash flows from operating activities (2,557,585) (3,515,954)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (280,619) (170,809)
Proceeds from sales of property and equipment 888 14,200
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Net cash flows from investing activities - continuing operations (279,731) (156,609)
Net cash flows from investing activities - discontinued operations - 3,753,394
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Net cash flows from investing activities (279,731) 3,596,785
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on bank credit agreements 2,523,616 733,644
Dividends paid on preferred stock (105,533) (105,533)
Proceeds from exercise of stock options 119,637 -
Principal payments on long-term debt (117,050) (161,467)
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Net cash flows from financing activities - continuing operations 2,420,670 466,644
Net cash flows from financing activities - discontinued operations - (595,048)
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Net cash flows from financing activities 2,420,670 (128,404)
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Net change in cash (416,646) (47,573)
Cash, beginning of period 717,554 481,138
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Cash, end of period $ 300,908 $ 433,565
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 992,518 $ 1,262,202
Cash paid during the period for income taxes 101,595 98,949
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)
Acquisition of equipment through capital leases 38,090 -
/1/ As previously disclosed in the Company's Fiscal 2007 Annual Report on Form 10-K, during the fourth
quarter of fiscal 2007, the Company changed its inventory valuation method from the Last-In First-Out
(LIFO) method to the First-In First-Out (FIFO) method. As required by U.S. generally accepted accounting
principles, this change in accounting principle was reflected in the Company's financials statements
through the retroactive application of the FIFO method and the restatement of prior fiscal periods,
including the three month fiscal period ended December 2006.