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) January 19, 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 January 19, 2009, AMCON Distributing Company ("AMCON or "Company") issued
a press release announcing its financial results for the first fiscal quarter
ended December 31, 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 January 19, 2009, issued
by AMCON Distributing Company announcing
financial results for the first fiscal quarter
ended December 31, 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: January 20, 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 REPORTS FULLY DILUTED EARNINGS PER COMMON SHARE OF
$1.52 FOR THE FIRST FISCAL QUARTER ENDED DECEMBER 31, 2008
NEWS RELEASE
Chicago, IL, January 19, 2009 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased
to announce fully diluted earnings per common share of $1.52 for the first
fiscal quarter ended December 31, 2008.
"We are very proud of the results our management team was able to deliver
this quarter for our shareholders. While the overall economy declined
significantly, we were able to increase profits on a year over year basis"
said Christopher Atayan, AMCON's Chairman and Chief Executive Officer.
"We believe this is a direct function of our core philosophy that emphasizes
fundamentals and teamwork as a means to deliver superior customer service.
We believe this collaborative approach contributes to long- term customer
relationships. We are mindful of the challenges that lie ahead and will
continue our focused strategic plan which emphasizes a conservative posture."
AMCON's wholesale distribution business reported revenues of $208.4 million
and operating income before depreciation and amortization of $3.5 million in
the first fiscal quarter of 2009. AMCON's retail health food business
reported revenues of $9.0 million and operating income before depreciation
and amortization of $0.6 million for the same period.
Kathleen Evans, President of AMCON's wholesale distribution business
commented, "Weak economic conditions, high unemployment levels and tightened
consumer spending continue to impact consumer demand in convenience stores.
Our management is focused on developing programs that add value to our
customers and enhance their bottom lines. In particular we were able to
develop strong momentum from our fall trade shows which enabled our customers
profit opportunities to weather the storm."
Eric Hinkefent, President of AMCON's retail health food business commented,
"We continue to believe that the overall trend of the natural foods industry
is positive. However, we are experiencing weakness in both of our geographic
markets. Our longstanding tradition of being the service leader serves us
well in these difficult times. Both of our segments have been in existence
since 1935 and understand there is no substitute for delivering superior
products at the right price."
"We continue to maintain high levels of liquidity" noted Andrew Plummer,
AMCON's Chief Financial Officer. "We take a long term conservative approach
to managing our balance sheet. This enables us to initiate attractive
opportunities for our customers. In this credit constrained environment, this
has been a key competitive advantage for us. We continue to see overall weak
economy conditions, fuel price volatility and the potential for adverse
federal legislation regarding an increase in the excise taxes on tobacco
products and have budgeted accordingly."
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
December 31, 2008 and September 30, 2008
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December 2008 September
(Unaudited) 2008
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ASSETS
Current assets:
Cash $ 355,534 $ 457,681
Accounts receivable, less allowance for doubtful accounts
of $0.8 million at December 2008 and September 2008 23,330,043 27,198,414
Inventories, net 35,504,911 37,330,969
Deferred income taxes 1,278,575 1,260,609
Current assets of discontinued operations 13,793 18,947
Prepaid and other current assets 2,686,082 3,519,650
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Total current assets 63,168,938 69,786,270
Property and equipment, net 10,834,975 10,907,541
Goodwill 5,848,808 5,848,808
Other intangible assets 3,373,269 3,373,269
Deferred income taxes 168,794 234,171
Non-current assets of discontinued operations 2,032,047 2,032,047
Other assets 1,475,194 1,123,252
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$ 86,902,025 $ 93,305,358
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,761,949 $ 14,738,214
Accrued expenses 5,176,971 5,275,697
Accrued wages, salaries and bonuses 1,413,962 2,636,699
Income taxes payable 901,832 313,021
Current liabilities of discontinued operations 4,137,898 4,041,837
Current maturities of credit facility 3,046,000 3,046,000
Current maturities of long-term debt 1,533,919 787,128
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Total current liabilities 31,972,531 30,838,596
Credit facility, less current maturities 24,288,411 32,155,005
Long-term debt, less current maturities 5,581,359 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 2,438,355 2,438,355
Series B cumulative, convertible preferred stock, $.01 par value
80,000 shares 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 shares 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, 1,000,000 shares authorized,
260,000 shares outstanding and issued in Series A, B and C
referred to above - -
Common stock, $.01 par value, 3,000,000 shares authorized,
570,397 shares outstanding at December 2008 and September 2008 5,704 5,704
Additional paid-in capital 7,112,256 6,995,948
Retained earnings 5,100,532 3,963,542
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Total shareholders' equity 12,218,492 10,965,194
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$ 86,902,025 $ 93,305,358
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2008 and 2007
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2008 2007
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Sales (including excise taxes of
$50.3 million and $51.6 million,
respectively) $ 217,377,363 $ 210,663,237
Cost of sales 201,532,714 195,467,389
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Gross profit 15,844,649 15,195,848
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Selling, general and administrative expenses 12,797,583 12,210,575
Depreciation and amortization 310,334 362,474
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13,107,917 12,573,049
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Operating income 2,736,732 2,622,799
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Other expense (income):
Interest expense 489,199 969,802
Other (income), net (14,067) (33,211)
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475,132 936,591
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Income from continuing operations
before income taxes 2,261,600 1,686,208
Income tax expense 860,000 641,000
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Income from continuing operations 1,401,600 1,045,208
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Discontinued operations
Loss from discontinued operations,
net of income tax benefit of $0.1 million
in December 2008 and December 2007 (102,038) (95,995)
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Net income 1,299,562 949,213
Preferred stock dividend requirements (105,533) (105,533)
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Net income available to common shareholders $ 1,194,029 $ 843,680
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 2.38 $ 1.76
Discontinued operations (0.19) (0.18)
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Net basic earnings per share
available to common shareholders $ 2.19 $ 1.58
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 1.64 $ 1.23
Discontinued operations (0.12) (0.11)
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Net diluted earnings per share
available to common shareholders $ 1.52 $ 1.12
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Weighted average shares outstanding:
Basic 545,593 533,900
Diluted 856,052 849,187
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2008 and 2007
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2008 2007
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,299,562 $ 949,213
Deduct: Loss from discontinued operations, net of tax (102,038) (95,995)
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Income from continuing operations 1,401,600 1,045,208
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 310,334 352,541
Amortization - 9,933
Gain on sale of property and equipment (43,697) (1,625)
Stock based compensation 132,900 42,950
Excess tax deficiency on vesting of equity-based awards 16,592 -
Deferred income taxes 47,411 653,976
Provision for losses on doubtful accounts 77,006 44,000
Provision for losses on inventory obsolescence 92,790 160,885
Changes in assets and liabilities:
Accounts receivable 3,791,365 3,240,720
Inventories 1,733,268 (4,479,409)
Prepaid and other current assets 833,568 759,013
Other assets (351,942) (438,639)
Accounts payable 1,023,735 (2,381,021)
Accrued expenses and accrued wages, salaries and bonuses (1,321,463) (1,297,619)
Income tax payable 572,219 (173,572)
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Net cash flows from operating activities - continuing operations 8,315,686 (2,462,659)
Net cash flows from operating activities - discontinued operations 19,727 (94,926)
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Net cash flows from operating activities 8,335,413 (2,557,585)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (265,971) (280,619)
Proceeds from sales of property and equipment 71,900 888
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Net cash flows from investing activities (194,071) (279,731)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) borrowings on bank credit agreement (7,866,594) 2,523,616
Principal payments on long-term debt (197,731) (117,050)
Proceeds from exercise of stock options - 119,637
Excess tax deficiency on vesting of equity-based awards (16,592) -
Dividends on preferred stock (105,533) (105,533)
Dividends on common stock (57,039) -
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Net cash flows from financing activities (8,243,489) 2,420,670
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Net change in cash (102,147) (416,646)
Cash, beginning of period 457,681 717,554
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Cash, end of period $ 355,534 $ 300,908
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 544,238 $ 992,512
Cash paid during the period for income taxes 182,371 101,595
Supplemental disclosure of non-cash information:
Acquisition of equipment through capital leases - 38,090