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) April 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 April 18, 2008, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the second fiscal quarter
ended March 31, 2008. 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 April 18, 2008, issued
by AMCON Distributing Company announcing
financial results for the second fiscal quarter
ended March 31, 2008
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: April 18, 2008 By: Andrew C. Plummer
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Name: Andrew C. Plummer
Title: Vice President &
Chief Financial Officer
Exhibit 99.1
AMCON DISTRIBUTING COMPANY REPORTS FULLY DILUTED EARNINGS PER SHARE OF
$1.37 FOR THE QUARTER ENDED MARCH 31, 2008
NEWS RELEASE
Chicago, IL, April 18, 2008 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce that it has reported fully diluted earnings per share of $1.37 for
its second fiscal quarter ended March 31, 2008.
"We are very pleased with the performance of all our business segments" said
Christopher Atayan, AMCON's Chairman and Chief Executive Officer. "We are
continuing to take a conservative posture given the weak economic environment
and high fuel prices that are prevailing. Our Customer First philosophy is
clearly driving our performance. We are focused on the fundamentals every
day and believe this directly contributes to value creation for our
shareholders."
AMCON reported revenues of approximately $179.9 million in its Wholesale
Distribution business and operating income before depreciation and
amortization of approximately $2.6 million in the second fiscal quarter of
2008. AMCON's Retail Health Food business reported revenues of $10.5 million
and operating income before depreciation and amortization of approximately
$1.5 million.
Kathleen Evans, President of AMCON's Wholesale Distribution business,
commented "We continue to aggressively pursue opportunities to add value to
our customers in the convenience store industry. Our recent annual trade show
was well received. In particular we saw significant customer enthusiasm for
food service related products. We continue to be awarded new business from
growth-oriented customers that are leaders in the market place."
Eric Hinkefent, President of AMCON's Retail Health Food business, said "Our
customer service orientation has served us well in this tough economic
environment. It clearly differentiates us from the competition. We will
continue to make the investments necessary to be the quality leader in the
coming months."
"Income from continuing operations before income taxes for the second fiscal
quarter of 2008 was $2.0 million as compared to $0.5 million in the same
period for the prior year. Product sales mix increased gross profit during
the period. The litigation matters that were resolved in the prior fiscal
year have reduced our professional and legal costs during the period with
higher fuel costs partially offsetting that decrease. Additionally, our
interest expense decreased during the period because of lower borrowings and
interest rates," said Andrew Plummer AMCON's Chief Financial Officer.
Plummer added "We continue to maintain a high degree of liquidity and have
been able to channel that effectively into creating opportunities for 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
March 31, 2008 and September 30, 2007
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March 2008 September
(Unaudited) 2007
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ASSETS
Current assets:
Cash $ 503,006 $ 717,554
Accounts receivable, less allowance for doubtful
accounts of $0.5 million and $0.3 million, respectively 21,741,714 27,848,938
Inventories, net 33,119,315 29,738,727
Deferred income taxes 1,478,222 1,446,389
Current assets of discontinued operations 8,639 18,897
Prepaid and other current assets 4,269,603 5,935,208
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Total current assets 61,120,499 65,705,713
Property and equipment, net 11,302,945 11,190,768
Goodwill 5,848,808 5,848,808
Other intangible assets, net 3,380,204 3,400,070
Deferred income taxes 1,489,579 2,768,043
Non-current assets of discontinued operations 2,057,033 2,057,033
Other assets 1,460,690 1,093,150
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$ 86,659,758 $ 92,063,585
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,682,453 $ 15,253,562
Accrued expenses 4,951,361 5,293,923
Accrued wages, salaries and bonuses 1,913,187 2,202,594
Income taxes payable 235,683 367,773
Current liabilities of discontinued operations 4,090,624 4,035,863
Current maturities of credit facility 3,046,000 3,046,000
Current maturities of long-term debt 713,059 568,024
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Total current liabilities 28,632,367 30,767,739
Credit facility, less current maturities 30,483,506 35,808,180
Long-term debt, less current maturities 6,981,633 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, $.01 par value, 3,000,000 shares authorized,
568,564 shares outstanding at March 2008 and 529,436
shares outstanding at September 2007 5,686 5,295
Additional paid-in capital 6,684,826 6,396,131
Retained earnings (deficit) 1,051,058 (857,895)
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Total shareholders' equity 7,741,570 5,543,531
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$ 86,659,758 $ 92,063,585
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and six months ended March 31, 2008 and 2007
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For the three months For the six months
ended March ended March
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2008 2007 2008 2007
As Restated/1/ As Restated/1/
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Sales (including excise taxes of $46.3
million and $48.4 million, and $97.9
million and $98.0 million, respectively) $ 190,411,670 $ 201,176,501 $ 401,074,907 $ 410,542,650
Cost of sales 174,669,957 185,928,473 370,137,346 380,200,349
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Gross profit 15,741,713 15,248,028 30,937,561 30,342,301
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Selling, general and administrative expenses 12,696,507 13,045,926 24,907,082 25,451,009
Depreciation and amortization 339,809 456,204 702,283 914,047
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13,036,316 13,502,130 25,609,365 26,365,056
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Operating income 2,705,397 1,745,898 5,328,196 3,977,245
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Other expense (income):
Interest expense 749,558 1,237,976 1,719,360 2,506,638
Other (income), net (39,265) (32,225) (72,476) (63,307)
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710,293 1,205,751 1,646,884 2,443,331
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Income from continuing operations
before income tax expense 1,995,104 540,147 3,681,312 1,533,914
Income tax expense 728,000 208,000 1,369,000 591,000
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Income from continuing operations 1,267,104 332,147 2,312,312 942,914
Discontinued operations
(Loss) gain on disposal of discontinued
operations, net of income tax (benefit)
expense of ($0.04) million and $0.6
million, respectively - (66,498) - 829,090
Loss from discontinued operations,
net of income tax (benefit) of ($0.1)
million and ($0.1) million, and ($0.1)
million and ($0.2) million, respectively (97,445) (124,283) (193,440) (382,330)
------------- ------------- ------------- -------------
(Loss) income on discontinued operations (97,445) (190,781) (193,440) 446,760
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Net income 1,169,659 141,366 2,118,872 1,389,674
Preferred stock dividend requirements (104,386) (103,239) (209,919) (208,772)
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Net income available to common shareholders $ 1,065,273 $ 38,127 $ 1,908,953 $ 1,180,902
============= ============= ============= =============
Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 2.16 $ 0.43 $ 3.92 $ 1.39
Discontinued operations (0.18) (0.36) (0.36) 0.85
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Net basic earnings per share
available to common shareholders $ 1.98 $ 0.07 $ 3.56 $ 2.24
============= ============= ============= =============
Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 1.48 $ 0.37 $ 2.72 $ 1.10
Discontinued operations (0.11) (0.27) (0.23) 0.52
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Net diluted earnings per share
available to common shareholders $ 1.37 $ 0.10 $ 2.49 $ 1.62
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Weighted average shares outstanding:
Basic 537,064 527,062 535,473 527,062
Diluted 851,370 694,431 850,314 856,590
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the six months ended March 31, 2008 and 2007
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2008 2007
As restated/1/
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,118,872 $ 1,389,674
Deduct: (Loss) income from discontinued operations, net of tax (193,440) 446,760
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Income from continuing operations 2,312,312 942,914
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 682,417 894,180
Amortization 19,866 19,867
(Gain) on sale of property and equipment (17,635) (8,129)
Stock based compensation 169,449 6,000
Deferred income taxes 1,246,631 907,289
Provision (benefit) for losses on doubtful accounts 182,909 (50,195)
Provision for losses on inventory obsolescence 13,993 11,650
Changes in assets and liabilities:
Accounts receivable 5,924,315 1,286,473
Inventories (3,394,581) 1,478,717
Prepaid and other current assets 1,665,605 3,730
Other assets (367,540) (34,474)
Accounts payable (1,571,109) (2,950,309)
Accrued expenses and accrued wages, salaries and bonuses (631,969) (71,599)
Income tax payable (132,090) (19,582)
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Net cash flows from operating activities - continuing operations 6,102,573 2,416,532
Net cash flows from operating activities - discontinued operations (128,421) (1,962,255)
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Net cash flows from operating activities 5,974,152 454,277
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (543,156) (211,340)
Proceeds from sales of property and equipment 43,821 17,675
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Net cash flows from investing activities - continuing operations (499,335) (193,665)
Net cash flows from investing activities - discontinued operations - 3,965,394
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Net cash flows from investing activities (499,335) 3,771,729
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on bank credit agreements (5,324,674) (2,858,077)
Dividends paid on preferred stock (209,919) (208,772)
Proceeds from exercise of stock options 119,637 -
Principal payments on long-term debt (274,409) (288,570)
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Net cash flows from financing activities - continuing operations (5,689,365) (3,355,419)
Net cash flows from financing activities - discontinued operations - (789,874)
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Net cash flows from financing activities (5,689,365) (4,145,293)
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Net change in cash (214,548) 80,713
Cash, beginning of period 717,554 481,138
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Cash, end of period $ 503,006 $ 561,851
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,832,447 $ 2,530,779
Cash paid during the period for income taxes 136,458 99,050
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 277,624 -
/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 and six month
fiscal periods ended March 31, 2007.