-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HFcUZJASpZ7UvbIlNH+ok0MEINS93fh0c7C8AjxIJuH1iqSP9ccQLSjb6kOCGwJ9 JG8gYHaydf6p5D5aFAmuWw== 0000928465-05-000070.txt : 20060912 0000928465-05-000070.hdr.sgml : 20060912 20051130172927 ACCESSION NUMBER: 0000928465-05-000070 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCON DISTRIBUTING CO CENTRAL INDEX KEY: 0000928465 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 470702918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 7405 IRVINGTON ROAD STREET 2: POST OFFICE BOX 641940 (68164-7940) CITY: OMAHA STATE: NE ZIP: 68122 BUSINESS PHONE: 4023313727 MAIL ADDRESS: STREET 1: 7405 IRVINGTON ROAD STREET 2: POST OFFICE BOX 641940 (68164-7940) CITY: OMAHA STATE: NE ZIP: 68122 CORRESP 1 filename1.txt November 30, 2005 Mr. Mike Moran Accounting Branch Chief Securities and Exchange Commission Mail Stop 3561 100 F. Street N.E. Washington, D.C. 20549 Re: Form 10-K/A (Amendment No. 1) for the Fiscal Year Ended September 24, 2004 Form 10-Q/A (Amendment No. 1) for the Quarter Ended December 31, 2004 Form 10-Q for the Quarter Ended June 30, 2005 File No. 1-15589 Dear Mr. Moran: We have received the staff's comment letter dated October 27, 2005 and our response to each of those comments is set forth below: FORM 10-K/A (AMENDMENT NO. 1) FOR THE YEAR ENDED SEPTEMBER 24, 2004 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CASH FLOWS, PAGE F-5 1. WE NOTE YOU HAVE CHOSEN TO DISCLOSE SEPARATELY THE CASH FLOWS RELATED TO DISCONTINUED OPERATIONS. THE RECONCILIATION OF NET INCOME TO NET CASH FLOWS FROM OPERATING ACTIVITIES SHOULD BEGIN WITH NET INCOME AS REQUIRED BY PARAGRAPHS 28 AND 29 OF SFAS 95. PLEASE REVISE FUTURE FILINGS ACCORDINGLY. Response: We advise the staff that we filed Form 10-K/A (Amendment No. 2) on November 30, 2005 in connection with comment 2 below and have revised the reconciliation of net income to net cash flows on the consolidated statement of cash flows to begin with net income. In future filings, we will also begin the reconciliation of net income to net cash flows with net income. NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS NOTE 5. EARNINGS (LOSS) PER SHARE, PAGE F-19 2. WE NOTE THAT YOUR COMPUTATION OF DILUTED EARNINGS PER SHARE AVAILABLE TO COMMON SHAREHOLDERS FROM CONTINUING OPERATIONS FOR THE YEAR ENDED SEPTEMBER 24, 2004 AS PRESENTED IS ANTI-DILUTIVE. PLEASE ADVISE OR REVISE YOUR CALCULATION OF DILUTED EARNINGS PER SHARE TO COMPLY WITH THE GUIDANCE IN PARAGRAPH 15 OF FAS 128. PLEASE ALSO -1- REVISE YOUR PRESENTATION OF DILUTED EARNINGS PER SHARE ON THE FACE OF YOUR CONSOLIDATED STATEMENTS OF OPERATIONS AND RELATED DISCLOSURES THROUGHOUT THE REPORT. IN ADDITION, PLEASE SIMILARLY REVISE THE EARNINGS PER SHARE CALCULATIONS AND RELATED DISCLOSURES IN YOUR FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2005 AND FORM 10-Q/A (AMENDMENT NO. 1) FOR THE QUARTER ENDED DECEMBER 31, 2004. Response: We advise the staff that our Series A preferred stock was determined to be anti-dilutive for the fiscal year ended September 24, 2004 and, accordingly, the preferred stock dividends should not have been added back to net income (loss) from continuing operations in the numerator of the diluted earnings (loss) per share calculation. We filed Form 10-K/A (Amendment No. 2) on November 309, 2005 to restate diluted earnings per share in the consolidated statement of operations and in footnote No. 5 "Earnings Per Share" to the consolidated financial statements for the fiscal year ended September 24, 2004. In addition, we have corrected the diluted earnings (loss) per share disclosures throughout the amended annual report and have added restatement disclosures in Note 22 to the amended annual report. We also advise the staff that the diluted earnings (loss) per share calculations included in the quarterly report on Form 10-Q/A (Amendment No. 1) for the quarter ended December 31, 2004 and the quarterly report on Form 10-Q for the quarter ended June 30, 2005 were also incorrect for the same reason as noted above. We intend to prospectively correct the quarterly diluted earnings per share calculations in our annual report on Form 10-K for the year ended September 30, 2005 and in our fiscal 2006 Form 10-Q's. A summary of the expected significant effects of the restatements on Amendment No. 2 of our Form 10-K/A for the year ended September 24, 2004 and in our Form 10-K for the year ended September 30, 2005 are as follows: Year ended September 2004 --------------------------------------------------- As reported in As Amendment No. 1 Restatement Restated --------------- -------------- -------------- Diluted (loss) earnings per share available to common shareholders: Continuing operations $ 0.32 $ (0.09) $ 0.23 Discontinued operations (7.99) - (7.99) --------------- -------------- -------------- $ (7.67) $ (0.09) $ (7.76) =============== ============== ==============
-2- Three months ended December 2004 --------------------------------------------------- As reported in Prospective Form 10-Q/A correction Corrected --------------- -------------- -------------- 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) --------------- -------------- -------------- $ (0.02) $ - $ (0.02) =============== ============== ==============
Three months ended June 2005 --------------------------------------------------- As reported in Prospective Form 10-Q correction Corrected --------------- -------------- -------------- Diluted (loss) earnings per share available to common shareholders: Continuing operations $ 0.43 $ (0.13) $ 0.30 Discontinued operations (0.58) - (0.58) --------------- -------------- -------------- $ (0.15) $ (0.13) $ (0.28) =============== ============== ==============
We will provide you with a marked copy of the amendment to expedite your review. Should you have any additional questions regarding these matters please feel free to contact me. Sincerely, /s/ Michael D. James - ------------------------ Michael D. James Vice President and Chief Financial Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----