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 18, 2010
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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 18, 2010, AMCON Distributing Company ("AMCON or "Company") issued
a press release announcing its financial results for the first fiscal quarter
ended December 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 January 18, 2010, issued
by AMCON Distributing Company announcing
financial results for the first fiscal quarter
ended December 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: January 19, 2010 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 $2.32 PER
COMMON SHARE FOR THE FIRST FISCAL QUARTER ENDED DECEMBER 31, 2009.
NEWS RELEASE
Chicago, IL, January 18, 2010 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce fully diluted earnings per share of $2.32 for the first fiscal
quarter ended December 31, 2009.
"This was a very solid quarter as both of our business segments performed
well. Additionally, our recently announced acquisition in Northwest Arkansas
is meeting our expectations," said Christopher H. Atayan AMCON's Chairman and
Chief Executive Officer. "Our pursuit of superior customer service is the
foundation of our focused business strategy. In a difficult economy, we
believe that our management emphasis on fundamentals serves both our
customers and shareholders well. We were particularly pleased that we were
able to maintain deliveries during the recent spate of severe weather."
AMCON's wholesale distribution business reported revenues of $235.0 million
and operating income before depreciation and amortization of $4.3 million in
the first quarter of fiscal 2010. AMCON's retail health food business
reported revenues of $8.9 million and operating income before depreciation
and amortization of $1.0 million for the same period.
Kathleen M. Evans, President of AMCON's wholesale distribution business
commented, "We have carefully integrated our Northwest Arkansas acquisition
into the AMCON system. The most immediate impact of this effort is the bottom
line benefits our new customers have enjoyed with the length and breadth of
our product mix including food service."
Eric Hinkefent, President of AMCON's retail health food business commented,
"We are diligently working on our new store opening in Tulsa. Overall market
conditions continue to be challenging. Our strategy of providing a broad
selection of products at an attractive price has developed considerable
customer loyalty which drove our performance this quarter."
"Our stockholders' equity grew to $25.7 million during the period. Moreover,
we continue to maintain high levels of liquidity, which enabled us to develop
profitable opportunities for our customers. The recent acquisition in
Northwest Arkansas also contributed positively to our overall net income
during the quarter," said Andrew C. Plummer, AMCON's Chief Financial Officer.
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 locations in Arkansas, 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
www.chamberlins.com and Akins Natural Foods Market www.akins.com.
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, 2009 and September 30, 2009
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December 2009 September
(Unaudited) 2009
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ASSETS
Current assets:
Cash $ 517,964 $ 309,914
Accounts receivable, less allowance for doubtful accounts
of $0.9 million at December 2009 and September 2009 23,681,183 28,393,198
Inventories, net 32,948,314 34,486,027
Deferred income taxes 1,703,413 1,701,568
Prepaid and other current assets 4,407,930 1,728,576
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Total current assets 63,258,804 66,619,283
Property and equipment, net 11,642,259 11,256,627
Goodwill 6,149,168 5,848,808
Other intangible assets 4,959,519 3,373,269
Other assets 1,025,876 1,026,395
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$ 87,035,626 $ 88,124,382
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,914,745 $ 15,222,689
Accrued expenses 5,895,614 6,768,924
Accrued wages, salaries and bonuses 2,003,255 3,257,832
Income taxes payable 904,099 3,984,258
Current maturities of credit facility 127,067 177,867
Current maturities of long-term debt 995,327 1,470,445
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Total current liabilities 23,840,107 30,882,015
Credit facility, less current maturities 25,476,512 22,655,861
Deferred income taxes 1,268,662 1,256,713
Long-term debt, less current maturities 5,858,402 5,066,185
Other long-term liabilities 440,420 -
Series A cumulative, convertible preferred stock, $.01 par value
100,000 shares authorized and issued, liquidation preference
$25.00 per share 2,500,000 2,500,000
Series B cumulative, convertible preferred stock, $.01 par value
80,000 shares authorized and issued, liquidation preference
$25.00 per share 2,000,000 2,000,000
Shareholders' equity:
Preferred stock, $0.01 par, 1,000,000 shares authorized,
180,000 shares outstanding and issued in Series A and B
referred to above - -
Common stock, $.01 par value, 3,000,000 shares authorized,
575,439 shares outstanding at December 2009 and 573,232
shares outstanding at September 2009 5,754 5,732
Additional paid-in capital 7,954,295 7,617,494
Retained earnings 17,691,474 16,140,382
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Total shareholders' equity 25,651,523 23,763,608
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$ 87,035,626 $ 88,124,382
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2009 and 2008
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2009 2008
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Sales (including excise taxes of $81.6 million
and $50.3 million, respectively $ 243,941,038 $ 217,377,363
Cost of sales 226,713,025 201,532,714
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Gross profit 17,228,013 15,844,649
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Selling, general and administrative expenses 13,778,739 12,797,583
Depreciation and amortization 387,269 310,334
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14,166,008 13,107,917
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Operating income 3,062,005 2,736,732
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Other expense (income):
Interest expense 405,245 489,199
Other (income), net (13,380) (14,067)
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391,865 475,132
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Income from continuing operations
before income taxes 2,670,140 2,261,600
Income tax expense 941,000 860,000
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Income from continuing operations 1,729,140 1,401,600
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Loss from discontinued operations, net of income
tax benefit of $0.1 million - (102,038)
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Net income 1,729,140 1,299,562
Preferred stock dividend requirements (74,867) (105,533)
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Net income available to common shareholders $ 1,654,273 $ 1,194,029
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Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 2.95 $ 2.38
Discontinued operations - (0.19)
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Net basic earnings per share
available to common shareholders $ 2.95 $ 2.19
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 2.32 $ 1.64
Discontinued operations - (0.12)
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Net diluted earnings per share
available to common shareholders $ 2.32 $ 1.52
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Weighted average shares outstanding:
Basic 560,119 545,593
Diluted 745,223 856,052
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2009 and 2008
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2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,729,140 $ 1,299,562
Deduct: Loss from discontinued operations, net of tax - (102,038)
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Income from continuing operations 1,729,140 1,401,600
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 338,099 310,334
Amortization 49,170 -
Gain on sale of property and equipment (16,935) (43,697)
Stock based compensation 163,364 132,900
Net excess tax (benefit) deficiency
on equity-based awards (107,048) 16,592
Deferred income taxes 10,104 47,411
Provision for losses on doubtful accounts 16,426 77,006
Provision for losses on inventory obsolescence 76,703 92,790
Changes in assets and liabilities, net of effect of acquisition:
Accounts receivable 4,695,589 3,791,365
Inventories 3,442,508 1,733,268
Prepaid and other current assets (2,679,354) 833,568
Other assets 519 (351,942)
Accounts payable (1,329,456) 1,023,735
Accrued expenses and accrued wages, salaries and bonuses (2,127,887) (1,321,463)
Income tax payable (2,973,111) 572,219
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Net cash flows from operating activities - continuing operations 1,287,831 8,315,686
Net cash flows from operating activities - discontinued operations - 19,727
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Net cash flows from operating activities 1,287,831 8,335,413
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (596,612) (265,971)
Proceeds from sales of property and equipment 34,306 71,900
Acquisition (3,099,836) -
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Net cash flows from investing activities (3,662,142) (194,071)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on bank credit agreement 2,769,851 (7,866,594)
Principal payments on long-term debt (182,901) (197,731)
Proceeds from exercise of stock options 66,411 -
Net excess tax benefit (deficiency)
on equity-based awards 107,048 (16,592)
Dividends paid on preferred stock (74,867) (105,533)
Dividends on common stock (103,181) (57,039)
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Net cash flows from financing activities 2,582,361 (8,243,489)
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Net change in cash 208,050 (102,147)
Cash, beginning of period 309,914 457,681
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Cash, end of period $ 517,964 $ 355,534
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 381,746 $ 544,238
Cash paid during the period for income taxes 3,903,998 182,371
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable 21,512 -
Business acquisition
Inventory 1,981,498 -
Property and equipment 122,978 -
Customer relationships intangible asset 1,620,000 -
Goodwill 300,360 -
Note payable 500,000 -
Contingent consideration 425,000 -