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 2, 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 2, 2007, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the fiscal year ended
September 30, 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 2, 2007, issued
by AMCON Distributing Company announcing
financial results for the fiscal ended
September 30, 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 2, 2007 By : Andrew C. Plummer
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Name: Andrew C. Plummer
Title: Vice President & Acting
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Description
99.1 Press release, dated January 2, 2007, issued by AMCON
Distributing Company announcing financial results for the
fiscal year ended September 30, 2006
Exhibit 99.1
AMCON DISTRIBUTING COMPANY REPORTS EARNINGS FROM CONTINUING OPERATIONS OF
$1.81 PER SHARE FOR FISCAL YEAR ENDED SEPTEMBER 30, 2006 AND EXTENDS CREDIT
FACILITY TO 2009
NEWS RELEASE
Chicago, IL, January 2, 2006 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce that it earned $1.81 per share from continuing operations for the
year ended September 30, 2006. For the quarter ended September 30, 2006 the
Company earned 27 cents per share on a fully diluted basis. In addition, the
Company has extended its revolving credit facility with its bank group to
April 2009.
"We are continuing to make solid progress in our efforts to restore the
financial health of the company. The early renewal and extension of our
credit facility is clearly a vote of confidence by our banks" said
Christopher Atayan AMCON's Chief Executive Officer.
As previously announced, the Company has accounted for its recently divested
Hawaiian Natural Water business as a discontinued operation as of September
30, 2006 in accordance with generally accepted accounting principles and has
recast its results for the fiscal years ended 2002 through 2005. The Hawaiian
assets were divested in November 2006 and the accounting for this transaction
will be realized when AMCON reports its first quarter 2007 results.
"Our two core operating businesses continued to perform well. We believe that
the recast financial results provided a more transparent view to our actual
earning power as an enterprise" added Atayan. AMCON's Wholesale Distribution
business reported operating income before depreciation and amortization of
$9.3 million for the fiscal year. The Company's Retail Health Food business
reported operating income before depreciation and amortization of $3.0
million.
"We are very competitive in the market and were awarded several new accounts
during the fiscal year. Our high levels of customer service continue to be a
positive differentiating factor" said Kathleen M. Evans President of AMCON's
Wholesale Distribution business.
"We believe that our financial performance in the retail segment is a direct
reflection of our strategy of providing a high quality consumer experience in
our stores. Our product merchandising and customer service are at the highest
levels in the natural foods industry. As a result we enjoy strong customer
loyalty" said Eric Hinkefent President of AMCON's Retail Health Food
business.
"Our reported financial results are significantly impacted by non recurring
legal and accounting expenses related to our discontinued operations. We
expect this trend to continue in 2007" said Andrew C. Plummer AMCON's Acting
Chief Financial Officer.
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
CONSOLIDATED BALANCE SHEETS
AMCON Distributing Company and Subsidiaries
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September 30, 2006 2005
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ASSETS
Current assets:
Cash $ 481,138 $ 546,273
Accounts receivable, less allowance
for doubtful accounts of $0.9 million
and $0.4 million in 2006 and 2005, respectively 27,815,751 27,180,031
Inventories, net 24,443,063 23,341,289
Deferred income taxes 1,972,988 1,642,212
Current assets of discontinued operations 1,172,805 2,823,809
Prepaid and other current assets 5,369,154 5,264,629
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Total current assets 61,254,899 60,798,243
Property and equipment, net 12,528,539 13,514,942
Goodwill 5,848,808 5,848,808
Other intangible assets 3,439,803 3,464,534
Deferred income taxes 6,772,927 6,300,503
Non-current assets of discontinued operations 3,774,106 4,145,194
Other assets 1,247,464 1,236,573
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$ 94,866,546 $ 95,308,797
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 14,633,124 $ 15,438,359
Accrued expenses 4,687,789 4,456,421
Accrued wages, salaries and bonuses 1,879,699 1,469,204
Income taxes payable 168,936 118,798
Current liabilities of discontinued operations 7,461,549 6,655,272
Current maturities of credit facility 3,896,000 1,432,000
Current maturities of long-term debt 524,130 655,667
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Total current liabilities 33,251,227 30,225,721
Credit facility, less current maturities 44,927,429 47,730,388
Long-term debt, less current maturities 7,069,357 7,371,520
Noncurrent liabilities of discontinued operations 5,087,230 5,913,596
Series A cumulative, convertible preferred stock, $.01 par value
100,000 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 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 authorized and issued, liquidation preference
$25.00 per share 1,982,372 -
Commitments and contingencies
Shareholders' equity (deficiency):
Preferred stock, $0.01 par value, 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 6,278,476 6,218,476
Accumulated other comprehensive income, net of tax
of $0.05 million in 2005 - 101,294
Accumulated deficit (8,030,816) (6,553,469)
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Total shareholders' deficiency (1,747,069) (228,428)
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$ 94,866,546 $ 95,308,797
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CONSOLIDATED STATEMENTS OF OPERATIONS
AMCON Distributing Company and Subsidiaries
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Fiscal Years Ended September 2006 2005 2004
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Sales (including excise taxes of $200.6 million,
$197.7 million and $191.6 million in 2006, 2005
and 2004, respectively) $ 839,539,780 $ 834,551,448 $ 817,285,523
Cost of sales 779,406,125 774,060,331 757,937,989
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Gross profit 60,133,655 60,491,117 59,347,534
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Selling, general and administrative expenses 51,721,525 51,032,197 48,908,769
Depreciation and amortization 1,936,897 2,155,983 2,065,876
Impairment charges - 4,234,856 -
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53,658,422 57,423,036 50,974,645
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Operating income 6,475,233 3,068,081 8,372,889
Other expense (income):
Interest expense 4,858,012 4,211,685 3,243,238
Other (income), net (137,241) (80,105) (569,274)
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4,720,771 4,131,580 2,673,964
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Income (loss) from continuing operations
before income taxes 1,754,462 (1,063,499) 5,698,925
Income tax expense (benefit) 432,000 (196,000) 2,286,000
Minority interest in loss, net of tax - (97,100) (91,000)
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Income (loss) from continuing operations 1,322,462 (770,399) 3,503,925
Loss from discontinued operations, net of
income tax benefit of $1.1 million,
$5.5 million and $4.7 million, respectively (2,433,767) (11,971,580) (7,642,472)
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Net loss (1,111,305) (12,741,979) (4,138,547)
Preferred stock dividend requirements (366,042) (294,640) (49,474)
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Net loss available to common shareholders $ (1,477,347) $ (13,036,619) $ (4,188,021)
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 1.81 $ (2.02) $ 6.54
Discontinued operations (4.61) (22.71) (14.48)
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Net loss earnings per share
available to common shareholders $ (2.80) $ (24.73) $ (7.94)
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 1.63 $ (2.02) $ 6.23
Discontinued operations (3.87) (22.71) (13.59)
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Net diluted loss per share
available to common shareholders $ (2.24) $ (24.73) $ (7.36)
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Weighted average shares outstanding:
Basic 527,062 527,062 527,774
Diluted 627,810 527,062 562,559
CONSOLIDATED STATEMENTS OF CASH FLOWS
AMCON Distributing Company and Subsidiaries
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Fiscal Years 2006 2005 2004
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(1,111,305) $(12,741,979) $(4,138,547)
Deduct: Loss from discontinued operations, net of tax 2,433,767 11,971,580 7,642,472
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(Loss) income from continuing operations 1,322,462 (770,399) 3,503,925
Adjustments to reconcile (loss) income from
continuing operations to net cash flows
from operating activities:
Depreciation 1,897,166 2,039,553 1,887,244
Amortization 39,731 116,430 178,632
Impairment charges - 4,234,856 -
(Gain) loss on sale of property and equipment 30,082 (13,116) (7,774)
Stock based compensation 60,000 - -
Deferred income taxes (803,200) (5,987,341) (1,754,264)
Provision for losses on doubtful accounts 179,196 (189,604) (338,928)
Provision for losses on inventory obsolescence 77,940 (33,520) 206,925
Gain on sale of securities - - (507,418)
Minority interest - (97,100) (91,000)
Changes in assets and liabilities,
net of effect of acquisitions:
Accounts receivable (814,916) 1,383,923 (530,149)
Inventories (1,179,714) 10,056,784 (3,241,622)
Other current assets (205,819) (4,848,246) 223,901
Other assets (10,891) (160,509) 282,100
Accounts payable (805,235) (670,130) 1,804,427
Accrued expenses and accrued wages, salaries and bonuses 641,863 1,280,966 211,343
Income taxes payable and receivable 50,138 1,281,423 (1,703,039)
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Net cash flows from operating activities
- continuing operations 478,803 7,623,970 124,303
Net cash flows from operating activities
- discontinued operations (822,124) 903,906 (3,786,719)
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Net cash flows from operating activities (343,321) 8,527,876 (3,662,416)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (980,510) (2,464,694) (910,318)
Proceeds from sales of property and equipment 39,665 116,597 84,652
Acquisitions, net of cash acquired - - 407,986
Purchase of trademark (15,000) - -
Proceeds from sales of available-for-sale securities - - 561,910
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Net cash flows from investing activities
- continuing operations (955,845) (2,348,097) 144,230
Net cash flows from investing activities
- discontinued operations (16,818) (585,451) (4,035,108)
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Net cash flows from investing activities (972,663) (2,933,548) (3,890,878)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on bank credit agreements (338,959) 4,352,573 6,828,533
Net proceeds from preferred stock issuance 1,982,372 1,857,645 2,438,355
Proceeds from borrowings of long-term debt 237,266 1,399,638 -
Payments on long-term and subordinated debt (670,966) (8,413,374) (1,270,528)
Debt issuance costs - (446,641) -
Dividends paid on common stock - - (379,827)
Dividends paid on preferred stock (366,042) (294,640) (49,474)
Purchase of common stock, retired - - (26,328)
Proceeds from exercise of stock options - - 522
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Net cash flows from financing activities
- continuing operations 843,671 (1,544,799) 7,541,253
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Fiscal Years 2006 2005 2004
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Net cash flows from financing activities
- discontinued operations 407,178 (3,919,329) (239,959)
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Net cash flow from financing activities 1,250,849 (5,464,128) 7,301,294
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Net change in cash (65,135) 130,200 (252,000)
Cash, beginning of year 546,273 416,073 668,073
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Cash, end of year $ 481,138 $ 546,273 $ 416,073
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Supplemental disclosure of cash flow information:
Cash paid during the year for interest $4,858,960 $ 4,376,251 $ 3,632,384
Cash (refunded) paid during the year for
income taxes (647) (911,278) 1,253,768
Supplemental disclosure of non-cash information:
Issuance of note payable in exchange for
accounts payable - discontinued operations $ 362,716 $ - $ -
Acquisition of equipment through capital leases - 91,343 125,840
Business combinations:
Fair value of assets acquired - - 10,307,042
Subordinated debt assumed and notes payable issued - - 4,028,440
Present value of future water royalty payments - - 2,807,000
Other liabilities assumed - - 289,336
Issuance of common stock, stock options and
minority interest - - 407,986
-end-