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 17, 2009
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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 17, 2009, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the second fiscal quarter
ended March 31, 2009. 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 17, 2009, issued
by AMCON Distributing Company announcing
financial results for the second fiscal quarter
ended March 31, 2009
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 17, 2009 By: Andrew C. Plummer
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Name: Andrew C. Plummer
Title: Vice President &
Chief Financial Officer
Exhibit 99.1
AMCON DISTRIBUTING COMPANY ANNOUNCES FULLY DILUTED EARNINGS PER COMMON SHARE
OF $2.60 FOR THE SECOND FISCAL QUARTER ENDED MARCH 31, 2009
NEWS RELEASE
Chicago, IL, April 17, 2009 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce fully diluted earnings per share of $2.60 for the second fiscal
quarter ended March 31, 2009.
"We are very pleased with the results our management team was able to deliver
this quarter for our shareholders. We had a very challenging quarter from an
operations perspective. In February 2009, Congress passed legislation which
significantly increased the excise taxes on cigarettes and tobacco products.
Not only did this disrupt normal buying patterns among our customers, it also
imposed a floor stocks tax on any tobacco products we had in inventory at the
end of the quarter," said Christopher Atayan, AMCON's Chairman and Chief
Executive Officer. "Our management team had an intense focus on meeting the
rapidly changing requirements of our customers during the period up to the
increase. Our collaborative culture based on long-term relationships has
served us well in these difficult economic times. We continue to implement
our focused strategic plan which emphasizes a conservative posture. While we
are mindful of the challenges ahead, we continue to invest in the long-term
future of the Company."
AMCON's wholesale distribution business reported revenues of $185.9 million
and operating income before depreciation and amortization of $4.4 million in
the second fiscal quarter of 2009. AMCON's retail health food business
reported revenues of $9.6 million and operating income before depreciation
and amortization of $1.1 million for the same period.
Kathleen Evans, President of AMCON's wholesale distribution business
commented, "Our customers continue to look to AMCON to help them increase
their bottom line with new products and initiatives. We had a very successful
trade show again this year which enabled our customers to benefit directly
from our value added services. In particular, our expanded offerings in food
service continue to be well received."
Eric Hinkefent, President of AMCON's retail health food business commented,
"We are weathering the tough market conditions by continuing to emphasize
superior quality and selection at an attractive price point. This has been
our practice for 65 years and it has served us through tough times in the
past. We continue to believe the natural foods industry has a positive
trend."
"Our emphasis on maintaining a high degree of liquidity served us well this
quarter" said Andrew Plummer, AMCON's Chief Financial Officer. "This enabled
us to meet our customers increased needs for products in advance of the tax
increase and deliver product just in time as they needed it. Fuel price
volatility, the potential for further tax increases and continuing economic
weaknesses are headwinds we continue to face. Our careful attention to
working capital management has served our shareholders well. We reduced our
inventory as much as possible during the quarter to minimize our tax
liability and expect our debt levels to rise in the coming quarter as we move
back to a more normalized level of inventory. Our liability under the floor
stocks tax is estimated to be $1.7 million and is due by July 31, 2009."
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, 2009 and September 30, 2008
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March 2009 September
(Unaudited) 2008
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ASSETS
Current assets:
Cash $ 411,760 $ 457,681
Accounts receivable, less allowance for doubtful accounts
of $1.1 million and $0.8 million, respectively 20,993,044 27,198,414
Inventories, net 30,523,160 37,330,969
Deferred income taxes 1,582,880 1,260,609
Current assets of discontinued operations 8,589 18,947
Prepaid and other current assets 4,255,140 3,519,650
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Total current assets 57,774,573 69,786,270
Property and equipment, net 10,764,915 10,907,541
Goodwill 5,848,808 5,848,808
Other intangible assets, net 3,373,269 3,373,269
Deferred income taxes 134,312 234,171
Non-current assets of discontinued operations 2,032,047 2,032,047
Other assets 1,015,606 1,123,252
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$ 80,943,530 $ 93,305,358
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 11,886,193 $ 14,738,214
Accrued expenses 8,181,597 5,275,697
Accrued wages, salaries and bonuses 2,372,790 2,636,699
Income taxes payable 2,374,671 313,021
Current liabilities of discontinued operations 4,253,096 4,041,837
Current maturities of credit facility 3,046,000 3,046,000
Current maturities of long-term debt 1,509,263 787,128
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Total current liabilities 33,623,610 30,838,596
Credit facility, less current maturities 16,774,215 32,155,005
Long-term debt, less current maturities 5,406,336 6,525,881
Noncurrent liabilities of discontinued operations 6,562,860 6,542,310
Series A cumulative, convertible preferred stock, $.01 par value
100,000 shares authorized and issued, liquidation preference
$25.00 per share 2,500,000 2,438,355
Series B cumulative, convertible preferred stock, $.01 par value
80,000 shares authorized and issued, liquidation preference
$25.00 per share 2,000,000 1,857,645
Series C cumulative, convertible preferred stock, $.01 par value
80,000 shares authorized and issued at September 30, 2008,
liquidation preference $25.00 per share - 1,982,372
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par, 1,000,000 shares authorized,
180,000 shares outstanding and issued in Series A and B
at March 31, 2009 and 260,000 shares outstanding and issued
in Series A, B and C at September 30, 2008 referred to above - -
Common stock, $0.01 par value, 3,000,000 shares authorized,
570,397 shares outstanding at March 2009 and September 2008 5,704 5,704
Additional paid-in capital 7,245,156 6,995,948
Retained earnings 6,825,649 3,963,542
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Total shareholders' equity 14,076,509 10,965,194
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$ 80,943,530 $ 93,305,358
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and six months ended March 31, 2009 and 2008
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For the three months For the six months
ended March ended March
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2009 2008 2009 2008
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Sales (including excise taxes of $43.3
million and $46.3 million, and $93.6
million and $97.9 million, respectively) $ 195,442,246 $ 190,411,670 $ 412,819,608 $ 401,074,907
Cost of sales 178,195,212 174,669,957 379,727,926 370,137,346
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Gross profit 17,247,034 15,741,713 33,091,682 30,937,561
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Selling, general and administrative expenses 13,027,140 12,696,507 25,824,722 24,907,082
Depreciation and amortization 300,988 339,809 611,322 702,283
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13,328,128 13,036,316 26,436,044 25,609,365
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Operating income 3,918,906 2,705,397 6,655,638 5,328,196
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Other expense (income):
Interest expense 408,587 749,558 897,786 1,719,360
Other (income), net (26,476) (39,265) (40,543) (72,476)
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382,111 710,293 857,243 1,646,884
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Income from continuing operations
before income tax expense 3,536,795 1,995,104 5,798,395 3,681,312
Income tax expense 1,343,000 728,000 2,203,000 1,369,000
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Income from continuing operations 2,193,795 1,267,104 3,595,395 2,312,312
Discontinued operations
Loss from discontinued operations,
net of income tax benefit of $0.1
million in each fiscal period (97,437) (97,445) (199,475) (193,440)
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Net income 2,096,358 1,169,659 3,395,920 2,118,872
Dividends on convertible preferred stock (314,201) (104,386) (419,734) (209,919)
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Net income available to common shareholders $ 1,782,157 $ 1,065,273 $ 2,976,186 $ 1,908,953
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 3.43 $ 2.16 $ 5.80 $ 3.92
Discontinued operations (0.18) (0.18) (0.36) (0.36)
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Net basic earnings per share
available to common shareholders $ 3.25 $ 1.98 $ 5.44 $ 3.56
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 2.72 $ 1.48 $ 4.33 $ 2.72
Discontinued operations (0.12) (0.11) (0.24) (0.23)
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Net diluted earnings per share
available to common shareholders $ 2.60 $ 1.37 $ 4.09 $ 2.49
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Weighted average shares outstanding:
Basic 548,619 537,064 547,089 535,473
Diluted 805,236 851,370 830,923 850,314
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the six months ended March 31, 2009 and 2008
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2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,395,920 $ 2,118,872
Deduct: Loss from discontinued operations, net of tax (199,475) (193,440)
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Income from continuing operations 3,595,395 2,312,312
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 611,322 682,417
Amortization - 19,866
Gain on sale of property and equipment (47,700) (17,635)
Stock based compensation 265,800 169,449
Excess tax deficiency on equity-based awards 16,592 -
Deferred income taxes (222,412) 1,246,631
Provision for losses on doubtful accounts 346,000 182,909
Provision for losses on inventory obsolescence 327,673 13,993
Changes in assets and liabilities:
Accounts receivable 5,859,370 5,924,315
Inventories 6,480,136 (3,394,581)
Prepaid and other current assets (735,490) 1,665,605
Other assets 107,646 (367,540)
Accounts payable (2,852,021) (1,571,109)
Accrued expenses and accrued wages, salaries and bonuses 2,641,991 (631,969)
Income tax payable 2,045,058 (132,090)
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Net cash flows from operating activities - continuing operations 18,439,360 6,102,573
Net cash flows from operating activities - discontinued operations 42,692 (128,421)
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Net cash flows from operating activities 18,482,052 5,974,152
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (497,401) (543,156)
Proceeds from sales of property and equipment 76,405 43,821
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Net cash flows from investing activities (420,996) (499,335)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on bank credit agreements (15,380,790) (5,324,674)
Principal payments on long-term debt (397,410) (274,409)
Proceeds from exercise of stock options - 119,637
Excess tax deficiency on vesting equity-based awards (16,592) -
Redemption of Series C convertible preferred stock (2,000,000) -
Dividends paid on convertible preferred stock (198,106) (209,919)
Dividends on common stock (114,079) -
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Net cash flows from financing activities (18,106,977) (5,689,365)
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Net change in cash (45,921) (214,548)
Cash, beginning of period 457,681 717,554
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Cash, end of period $ 411,760 $ 503,006
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 968,296 $ 1,832,447
Cash paid during the period for income taxes 264,355 136,458
Supplemental disclosure of non-cash information:
Constructive dividends on Series A, B, and C
Convertible Preferred Stock 221,628 -
Acquisition of equipment through capital leases - 277,624