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) November 21, 2005
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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 4.02(a). NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
On November 21, 2005, the AMCON Distributing Company's ("Company") Audit
Committee and management determined that the Company's previously issued
financial statements contained in the Form 10-K/A for the fiscal year ended
September 24, 2004, filed with the Securities and Exchange Commission on
August 22, 2005 ("Amendment No. 1"), should be restated to correct certain
errors contained therein. Accordingly, the statements of operations dated as
of September 24, 2004 as well as the related Reports of Independent
Registered Public Accounting Firm included in Amendment No. 1 for the fiscal
year ended September 24, 2004 should no longer be relied upon until such
statements of operations have been restated. The Audit Committee has
discussed these matters with the Company's independent registered public
accounting firm, Deloitte & Touche LLP.
Amendment No. 1 was filed August 22, 2005 as a result of management and the
Company's Audit Committee's determination that the balance sheet as of
September 24, 2004 needed to be restated to reflect (i) a correction to the
classification of Series A Preferred Stock from permanent equity to mezzanine
financing, and (ii) a correction to the classification of its revolving
credit facility from long-term to short-term debt. Management and the
Company's Audit Committee also determined that the provision for nonoperating
asset impairment which was reported as a component of "Other income, net" for
the year ended September 26, 2003 should be corrected and reclassified as a
component of operating expenses under the title "Impairment charges." The
statement of operations for fiscal 2003 was restated as part of Amendment No.
1 to reflect this change.
In addition, in accordance with Statement of Financial Accounting Standards
("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets," Amendment No. 1 retroactively reflected the disposition of the
Company's beverage marketing and distribution business that was discontinued
in March 2005 as discontinued operations in the accompanying balance sheets,
statements of operations and statements of cash flows.
Amendment No. 2 on Form 10-K/A will be filed as soon as practicable to
correct an error in the application of generally accepted accounting
principles related to the calculation of diluted earnings (loss) per share in
accordance with SFAS No. 128 "Earnings Per Share." Specifically, a
correction was made to exclude the impact of the conversion of preferred
stock on diluted earnings (loss) per share because the conversion of the
preferred stock was determined to be anti-dilutive in fiscal 2004. No
convertible preferred stock was outstanding in fiscal 2003 or 2002 and,
therefore, no correction is necessary to diluted earnings (loss) per share
for those periods.
This restatement does not impact amounts already reported as sales, net
income (loss) available to common shareholders or basic earnings (loss) per
share, nor will it result in a default under any provisions in the credit
agreement.
The first quarter ended December 31, 2004 and the third quarter ended June
30, 2005 diluted earnings (loss) per share amounts will be corrected
prospectively in connection with the filing of our fiscal 2005 Form 10-K and
fiscal 2006 Form 10-Q's.
A summary of the expected significant effects of this restatement on
Amendment No. 2 of our Form 10-K/A for the year ended September 24, 2004 are
as follows:
Year ended September 2004
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As reported in As
Amendment No. 1 Restatement Restated
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Diluted (loss) earnings per share
available to common shareholders:
Continuing operations $ 0.32 $ (0.09) $ 0.23
Discontinued operations (7.99) - (7.99)
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$ (7.67) $ (0.09) $ (7.76)
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Three months ended December 2004
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As reported in Prospective
Form 10-Q/A correction Corrected
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Diluted (loss) earnings per share
available to common shareholders:
Continuing operations $ 0.85 $ (0.19) $ 0.66
Discontinued operations (0.87) 0.19 (0.68)
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$ (0.02) $ - $ (0.02)
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Three months ended June 2005
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As reported in Prospective
Form 10-Q correction Corrected
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Diluted (loss) earnings per share
available to common shareholders:
Continuing operations $ 0.43 $ (0.13) $ 0.30
Discontinued operations (0.58) - (0.58)
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$ (0.15) $ (0.13) $ (0.28)
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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: November 28, 2005 By : /s/ Michael D. James
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Name: Michael D. James
Title: Vice President &
Chief Financial Officer
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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