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) July 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 July 17, 2009, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the third fiscal quarter
ended June 30, 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 July 17, 2009, issued
by AMCON Distributing Company announcing
financial results for the third fiscal quarter
ended June 30, 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: July 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 OF $9.57 PER
COMMON SHARE FOR THE THIRD FISCAL QUARTER ENDED JUNE 30, 2009
NEWS RELEASE
Chicago, IL, July 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 $9.57 for the third fiscal quarter ended
June 30, 2009.
"This was an excellent quarter for the Company. We continued to perform well
in both our segments. Moreover, we successfully completed the divestiture of
our discontinued water assets and were able to significantly reduce long term
debt," said Christopher Atayan, AMCON's Chairman and Chief Executive Officer.
"Our entire management team is diligently implementing our focused business
strategy. In tough economic times our emphasis on fundamentals stands out
among the competition. We believe this serves our customers and shareholders
well and the operating results are a testament to that."
On July 2, 2009, Mr. Atayan announced that he acquired 102,964 shares of
common stock and 20,000 shares of series A convertible preferred from William
Wright, the founder of the Company. "This is a significant personal
investment for my family and reflects my confidence in the management team of
our company and the strong relationships we have with our vendors and
customers" added Atayan.
AMCON's wholesale distribution business reported revenues of $233.8 million
and operating income before depreciation and amortization of $4.9 million in
the third fiscal quarter of 2009. AMCON's retail health food business
reported revenues of $9.1 million and operating income before depreciation
and amortization of $0.9 million for the same period.
Kathleen Evans, President of AMCON's wholesale distribution business
commented, "We were able to build on the momentum from our spring trade show
this quarter. Our ability to work closely with vendors to develop
opportunities for our customers is one of our strengths relative to our
competition. In addition, we continue to emphasize our diverse selection of
food service products as this enables our customers to increase their
profits."
Eric Hinkefent, President of AMCON's retail health food business commented,
"Market conditions continue to be challenging. We are continuing to make
investments in our stores to make sure they are in a strong competitive
position. We are also seeing attractive opportunities for store expansion. If
the right opportunities present themselves, we will not hesitate to open new
stores in our primary markets."
"This quarter, as previously announced, our inventory and revolving credit
facility returned to normalized levels. The completion of our divestiture of
our discontinued water assets reduced long-term debt by $5.0 million. At
the same time, we were able to retire $3.6 million of other long-term debt
and accrued interest with a one-time payment of $0.8 million. The total
reduction of long-term debt and accrued interest associated with this
transaction was $8.6 million. The total after tax gain on the transaction was
$4.7 million," noted Andrew Plummer, AMCON's Chief Financial Officer. "Our
stockholder's equity grew to $21.0 million during the period. We continue to
maintain high levels of liquidity which inures to the benefit of 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
June 30, 2009 and September 30, 2008
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June 2009 September
(Unaudited) 2008
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ASSETS
Current assets:
Cash $ 410,404 $ 457,681
Accounts receivable, less allowance for doubtful accounts
of $1.2 million and $0.8 million, respectively 28,506,716 27,198,414
Inventories, net 35,285,633 37,330,969
Deferred income taxes 1,705,820 1,260,609
Current assets of discontinued operations - 18,947
Prepaid and other current assets 3,206,891 3,519,650
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Total current assets 69,115,464 69,786,270
Property and equipment, net 10,798,795 10,907,541
Goodwill 5,848,808 5,848,808
Other intangible assets, net 3,373,269 3,373,269
Deferred income taxes - 234,171
Non-current assets of discontinued operations - 2,032,047
Other assets 1,063,975 1,123,252
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$ 90,200,311 $ 93,305,358
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,034,390 $ 14,738,214
Accrued expenses 7,940,022 5,275,697
Accrued wages, salaries and bonuses 2,599,148 2,636,699
Income taxes payable 5,043,290 313,021
Current liabilities of discontinued operations - 4,041,837
Current maturities of credit facility 3,046,000 3,046,000
Current maturities of long-term debt 1,480,307 787,128
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Total current liabilities 35,143,157 30,838,596
Credit facility, less current maturities 23,199,769 32,155,005
Deferred income taxes 1,104,891 -
Long-term debt, less current maturities 5,240,060 6,525,881
Noncurrent liabilities of discontinued operations - 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
Shareholders' equity:
Preferred stock, $0.01 par, 1,000,000 shares authorized,
180,000 shares outstanding and issued in Series A and B
at June 30, 2009 and 260,000 shares outstanding and issued
in Series A, B and C at September 30, 2008 referred to above - -
Common stock, $0.01 par value, 3,000,000 shares authorized,
570,397 shares outstanding at June 2009 and September 2008 5,704 5,704
Additional paid-in capital 7,378,056 6,995,948
Retained earnings 13,628,674 3,963,542
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Total shareholders' equity 21,012,434 10,965,194
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$ 90,200,311 $ 93,305,358
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and nine months ended June 30, 2009 and 2008
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For the three months For the nine months
ended June ended June
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2009 2008 2009 2008
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Sales (including excise taxes of $77.4
million and $53.6 million, and $171.0
million and $151.5 million, respectively) $ 242,817,927 $ 223,397,392 $ 655,637,536 $ 624,472,299
Cost of sales 225,753,469 207,135,083 605,481,395 577,272,429
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Gross profit 17,064,458 16,262,309 50,156,141 47,199,870
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Selling, general and administrative expenses 12,800,612 12,959,518 38,625,335 37,866,602
Depreciation and amortization 273,650 340,983 884,972 1,043,266
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13,074,262 13,300,501 39,510,307 38,909,868
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Operating income 3,990,196 2,961,808 10,645,834 8,290,002
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Other expense (income):
Interest expense 368,048 635,523 1,265,834 2,354,883
Other (income), net (43,600) (17,958) (84,143) (90,437)
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324,448 617,565 1,181,691 2,264,446
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Income from continuing operations
before income tax expense 3,665,748 2,344,243 9,464,143 6,025,556
Income tax expense 1,411,000 857,000 3,614,000 2,226,000
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Income from continuing operations 2,254,748 1,487,243 5,850,143 3,799,556
Discontinued operations
Gain on asset disposal and
debt settlement, net of income
tax expense of $2.7 million 4,666,264 - 4,666,264 -
Income (loss) from discontinued operations,
net of income tax expense (benefit) of
$0.01 million and ($0.1) million, & ($0.1)
million & ($0.2) million, respectively 13,105 (98,441) (186,370) (291,881)
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Income (loss) on discontinued operations 4,679,369 (98,441) 4,479,894 (291,881)
Net income 6,934,117 1,388,802 10,330,037 3,507,675
Dividends on convertible preferred stock (74,052) (104,386) (493,786) (314,306)
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Net income available to common shareholders $ 6,860,065 $ 1,284,416 $ 9,836,251 $ 3,193,369
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 3.97 $ 2.57 $ 9.78 $ 6.50
Discontinued operations 8.52 (0.18) 8.17 (0.54)
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Net basic earnings per share
available to common shareholders $ 12.49 $ 2.39 $ 17.95 $ 5.96
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 3.11 $ 1.75 $ 7.37 $ 4.46
Discontinued operations 6.46 (0.12) 5.65 (0.34)
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Net diluted earnings per share
available to common shareholders $ 9.57 $ 1.63 $ 13.02 $ 4.12
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Weighted average shares outstanding:
Basic 549,397 537,064 547,859 536,002
Diluted 724,833 851,911 793,610 850,898
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine months ended June 30, 2009 and 2008
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2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,330,037 $ 3,507,675
Deduct: Income (loss) from discontinued operations,
net of tax 4,479,894 (291,881)
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Income from continuing operations 5,850,143 3,799,556
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 884,972 1,016,465
Amortization - 26,801
Loss (gain) on sale of property and equipment 26,468 (36,417)
Stock based compensation 398,700 302,350
Excess tax deficiency on equity-based awards 16,592 -
Deferred income taxes 893,851 2,000,291
Provision for losses on doubtful accounts 489,038 238,000
Provision for losses on inventory obsolescence 331,319 118,976
Changes in assets and liabilities:
Accounts receivable (1,797,340) 2,072,959
Inventories 1,714,017 (8,110,310)
Prepaid and other current assets 312,759 1,674,160
Other assets 59,277 (253,247)
Accounts payable (365,711) (236,455)
Accrued expenses and accrued wages, salaries and bonuses 2,625,568 (666,365)
Income tax payable 4,713,677 (170,366)
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Net cash flows from operating activities - continuing operations 16,153,330 1,776,398
Net cash flows from operating activities - discontinued operations (2,673,712) (112,866)
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Net cash flows from operating activities 13,479,618 1,663,532
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (784,221) (667,268)
Proceeds from sales of property and equipment 102,406 74,821
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Net cash flows from investing activities (681,815) (592,447)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on bank credit agreements (8,955,236) (453,482)
Principal payments on long-term debt (604,975) (448,306)
Proceeds from exercise of stock options - 119,636
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 (272,158) (314,306)
Dividends on common stock (171,119) (45,485)
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Net cash flows from financing activities - continuing operations (12,020,080) (1,141,943)
Net cash flows from financing activities - discontinued operations (825,000) -
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Net cash flows from financing activities (12,845,080) (1,141,943)
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Net change in cash (47,277) (70,858)
Cash, beginning of period 457,681 717,554
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Cash, end of period $ 410,404 $ 646,696
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,347,690 $ 2,488,101
Cash paid during the period for income taxes 612,473 221,076
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 12,333 277,624
Equipment acquisitions classified as accounts payable 108,546 -
TSI disposition - discontinued operations
Property and equipment, net (2,032,047) -
Accrued expenses (925,452) -
Long-term debt (6,945,548) -
Deferred gain on CPH Settlement (1,542,312) -