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) November 7, 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 November 7, 2008, AMCON Distributing Company ("AMCON or "Company") issued
a press release announcing its financial results for the fiscal year ended
September 30, 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 November 7, 2008, issued
by AMCON Distributing Company announcing
financial results for the fiscal year ended
ended September 30, 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: November 7, 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 RECORD FULLY DILUTED EARNINGS PER COMMON
SHARE OF $6.26 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008
NEWS RELEASE
Chicago, IL, November 7, 2008 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce record fully diluted earnings per common share of $6.26 on net
income available to common shareholders of $4.9 million for the fiscal year
ended September 30, 2008.
"Our management team was able to deliver superior performance in a very
difficult economic environment. We stuck with our conservative corporate
strategy and it has worked," said Christopher H. Atayan, AMCON's Chairman and
Chief Executive Officer. "We continue to believe that if we add economic
value to our customers, our shareholders will benefit. This is a message we
have been communicating throughout the course of the year in both of our
business segments. Our customers have responded by participating jointly with
us in the development of new ideas and promotions that further enhance
profitability. While times are certainly tough we will continue to prudently
move AMCON forward and continue our focused execution of our business plan.
During the course of the year we had the opportunity to explore a number of
acquisition opportunities and are once again on the acquisition trail.
Additionally, we have enough confidence in our position in the market to
increase our quarterly dividend 25% to $0.10 as previously reported."
Each of AMCON's business segments reported excellent results for the year.
The wholesale distribution segment reported revenues of $821.2 million and
operating income before depreciation and amortization of $13.2 million for
fiscal 2008. The retail health food segment reported revenues of $39.2
million and operating income before depreciation and amortization of $4.1
million for fiscal 2008. AMCON ended the year with shareholders' equity of
$11.0 million.
"Our customers and vendors place their trust in us every day. We strive to
deliver performance beyond their expectations which is why we are able to
maintain our position as an industry leader" said Kathleen Evans, President
of AMCON's wholesale distribution segment. "The convenience store industry
was challenged this year and conditions will remain that way for the near
term. We look at this environment as one in which our tradition of excellence
serves to differentiate us from the competition."
"Our commitment to delivering premium customer service at competitive prices
drives the informed consumer into our stores. Further, we upgraded our
website www.akins.com which has been of benefit to customers who prefer that
form of retail channel," said Eric Hinkefent, President of AMCON's retail
health food segment. "We realized that our customers faced a difficult
economy and tailored nutritional solutions for both their health and pocket
book. We believe the demographic trends for the natural foods industry over
the long term are healthy, but the industry is not immune from short term
economic conditions."
"One of our competitive advantages in these difficult times has been our
strong position of liquidity. As previously reported, our bank group
renewed our line of credit and term loans early" said Andrew Plummer, AMCON's
Chief Financial Officer. "AMCON maintains an extremely conservative posture
with respect to our day to day financial operations. We believe this inures
to the benefit of our customers, as we are able to take advantage of
opportunities to enhance their profitability. Further this stance enabled us
to weather significant fuel increases during the course of the year. As we
head into fiscal 2009 we are assuming a continuing recession for the course
of the year. "
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, 2008 2007
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ASSETS
Current assets:
Cash $ 457,681 $ 717,554
Accounts receivable, less allowance
for doubtful accounts of $0.8 million
and $0.3 million in 2008 and 2007, respectively 27,198,414 27,848,938
Inventories, net 37,330,969 29,738,727
Deferred income taxes 1,260,609 1,446,389
Current assets of discontinued operations 18,947 18,897
Prepaid and other current assets 3,519,650 5,935,208
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Total current assets 69,786,270 65,705,713
Property and equipment, net 10,907,541 11,190,768
Goodwill 5,848,808 5,848,808
Other intangible assets, net 3,373,269 3,400,070
Deferred income taxes 234,171 2,768,043
Non-current assets of discontinued operations 2,032,047 2,057,033
Other assets 1,123,252 1,093,150
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$ 93,305,358 $ 92,063,585
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 14,738,214 $ 15,253,562
Accrued expenses 5,275,697 5,293,923
Accrued wages, salaries and bonuses 2,636,699 2,202,594
Income taxes payable 313,021 367,773
Current liabilities of discontinued operations 4,041,837 4,035,863
Current maturities of credit facility 3,046,000 3,046,000
Current maturities of long-term debt 787,128 568,024
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Total current liabilities 30,838,596 30,767,739
Credit facility, less current maturities 32,155,005 35,808,180
Long-term debt, less current maturities 6,525,881 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 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 1,982,372
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares
authorized, 260,000 shares outstanding and issued
in Series A, B, and C referred to above - -
Common stock, $0.01 par value, 3,000,000 shares
authorized, 570,397 shares outstanding at September 2008
and 529,436 shares outstanding at September 2007 5,704 5,295
Additional paid-in capital 6,995,948 6,396,131
Retained earnings (deficit) 3,963,542 (857,895)
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Total shareholders' equity 10,965,194 5,543,531
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$ 93,305,358 $ 92,063,585
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CONSOLIDATED STATEMENTS OF OPERATIONS
AMCON Distributing Company and Subsidiaries
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Fiscal Years Ended September 30 2008 2007
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Sales (including excise taxes of $206.8 million and
$208.2 million, respectively) $ 860,451,122 $ 853,566,512
Cost of sales 795,774,780 789,317,758
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Gross profit 64,676,342 64,248,754
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Selling, general and administrative expenses 51,631,324 50,963,645
Depreciation and amortization 1,386,218 1,831,640
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53,017,542 52,795,285
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Operating income 11,658,800 11,453,469
Other expense (income):
Interest expense 2,986,215 4,816,324
Other (income), net (114,613) (194,608)
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2,871,602 4,621,716
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Income from continuing operations
before income tax expense 8,787,198 6,831,753
Income tax expense 3,194,000 2,626,000
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Income from continuing operations 5,593,198 4,205,753
Discontinued operations
Gain on disposal of discontinued
operations, net of income tax expense
of $0.6 million - 829,090
Loss from discontinued operations, net of
income tax benefit of $0.2 million and
$0.3 million, respectively (260,952) (594,539)
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(Loss) income on discontinued operations (260,952) 234,551
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Net income 5,332,246 4,440,304
Preferred stock dividend requirements (419,839) (418,692)
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Net income available to common shareholders $ 4,912,407 $ 4,021,612
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 9.65 $ 7.19
Discontinued operations (0.49) 0.44
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Net basic earnings per share
available to common shareholders $ 9.16 $ 7.63
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 6.57 $ 4.89
Discontinued operations (0.31) 0.27
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Net diluted earnings per share
available to common shareholders $ 6.26 $ 5.16
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Weighted average shares outstanding:
Basic 536,319 527,062
Diluted 851,298 860,121
CONSOLIDATED STATEMENTS OF CASH FLOWS
AMCON Distributing Company and Subsidiaries
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Fiscal Years Ended September 30 2008 2007
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,332,246 $ 4,440,304
Deduct: (Loss) income from discontinued operations,
net of tax (260,952) 234,551
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Income from continuing operations 5,593,198 4,205,753
Adjustments to reconcile income from
continuing operations to net cash flows
from operating activities:
Depreciation 1,359,417 1,791,907
Amortization 26,801 39,733
Loss (gain) on sale of property and equipment (39,619) 27,235
Stock based compensation 435,250 70,993
Excess tax benefit on exercise of stock options (16,592) -
Deferred income taxes 2,719,652 2,621,261
Provision for losses on doubtful accounts 505,000 (250,196)
Provision for losses on inventory obsolescence 101,998 52,242
Changes in assets and liabilities,
Accounts receivable 145,524 217,009
Inventories (7,694,240) (383,768)
Prepaid and other current assets 2,415,558 (566,058)
Other assets (30,102) 254,314
Accounts payable (515,348) 739,188
Accrued expenses and accrued wages, salaries and bonuses 415,879 1,574,429
Income taxes payable (38,160) 198,837
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Net cash flows from operating activities - continuing operations 5,384,216 10,592,879
Net cash flows from operating activities - discontinued operations (230,042) (1,929,323)
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Net cash flows from operating activities 5,154,174 8,663,556
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (845,156) (514,277)
Proceeds from sales of property and equipment 86,209 101,328
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Net cash flows from investing activities - continuing operations (758,947) (412,949)
Net cash flows from investing activities - discontinued operations - 3,965,394
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Net cash flows from investing activities (758,947) 3,552,445
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on bank credit agreement (3,653,175) (9,969,248)
Principal payments on long-term debt (656,092) (734,416)
Proceeds from exercise of stock options 148,384 46,686
Excess tax benefit on exercise of stock options 16,592 -
Debt issuance costs - (100,000)
Dividends on preferred stock (419,839) (418,692)
Dividends on common stock (90,970) -
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Net cash flows from financing activities - continuing operations (4,655,100) (11,175,670)
Net cash flows from financing activities - discontinued operations - (803,915)
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Net cash flow from financing activities (4,655,100) (11,979,585)
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Net change in cash (259,873) 236,416
Cash, beginning of year 717,554 481,138
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Cash, end of year $ 457,681 $ 717,554
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Fiscal Years 2008 2007
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Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 3,116,098 $ 4,890,997
Cash paid during the year for income taxes 354,208 94,901
Supplemental disclosure of non-cash information:
Acquisition of equipment through capital leases $ 277,624 68,422
Forgiveness of debt and related interest in
connection with settlement of TSI litigation - $ (3,735,145)
Forgiveness of water royalty in connection
with settlement of TSI litigation - (2,807,000)
Issuance of note payable in connection with TSI litigation - 5,000,000
Issuance of note payable in connection with
settlement of TBG litigation - 763,983
Buyer's assumption of HNWC lease in connection with
the sale of HNWC's assets - discontinued operations - (225,502)