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 5, 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 November 5, 2009, AMCON Distributing Company ("AMCON or "Company") issued
a press release announcing its financial results for the fiscal year ended
September 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 November 5, 2009, issued
by AMCON Distributing Company announcing
financial results for the fiscal year ended
ended September 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: November 5, 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 RECORD FULLY DILUTED EARNINGS PER SHARE OF
$16.61 PER SHARE FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009
NEWS RELEASE
Chicago, IL, November 5, 2009 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce record fully diluted earnings per share of $16.61 on net income
available to common stockholders of $12.4 million for the fiscal year ended
September 30, 2009.
"Our management team has once again delivered record results despite the
recessionary environment. Throughout the year we maintained a conservative
posture and took advantage of opportunities when they were presented," said
Christopher H. Atayan, AMCON's Chairman and Chief Executive Officer. Atayan
continued, "We believe that if we continue to add value for our customers,
our shareholders will benefit. The results this year are a testament to the
high degree of collaboration that we have with our customers."
"As previously announced, our Board of Directors recently raised our
quarterly dividend to $0.18 per share, an increase of 80 percent, and also
authorized a share repurchase program of up to 50,000 shares to benefit our
shareholders. Our recently announced acquisition in Northwest Arkansas is in
furtherance of our long-term strategy which is to both grow our geographic
base and increase penetration in existing markets. Integrating this
acquisition will be a high priority for our management team in the coming
quarters. I am also pleased to announce that our retail health food division
will open a new store in Tulsa in calendar 2010. We will continue to look for
acquisition opportunities in both our business segments," noted Atayan.
Each of AMCON's business segments reported excellent years. The wholesale
distribution segment reported revenues of $243.3 million and operating income
before depreciation of $5.6 million for the fourth fiscal quarter and
revenues and operating income before depreciation of $871.3 million and $18.4
million, respectively, for all of fiscal 2009. The retail health food
segment reported revenues of $9.0 million and operating income before
depreciation of $1.0 million for the fourth fiscal quarter and annual revenue
of $36.6 million and operating income before depreciation of $3.7 million for
fiscal 2009. AMCON ended the year with stockholders' equity of $23.8
million.
"We continue to expend significant energy and resources developing profit
making opportunities and programs for our customers. For example, a well run
food service program drives traffic to our customer's stores and increases
their bottom line. Our new northwest Arkansas customers have expressed
significant interest in these programs," said Kathleen Evans, President of
AMCON's wholesale distribution segment. "We strive to be the service leader
in the market because we believe that will keep us in a leadership position
during tough times," added Evans.
"Our customers have a strong identity of interest with our Akins and
Chamberlin's brands. The stores stand for quality, service and a wide variety
of products at an attractive price. We are enthusiastic about our new store
opening in Tulsa in 2010. We have maintained discipline in terms of opening
new stores over the years. However, we felt the timing was appropriate and
the terms of this particular situation made sense for our stockholders. We
will continue to be looking to open new stores as well as acquire existing
stores as the opportunities present themselves. Our long term objective is to
increase the penetration in the markets we presently serve and to
opportunistically add new markets which are suited to our business model.
Additionally, we have made prudent capital expenditures to make sure that our
existing base of stores are at the high levels our customers expect," said
Eric Hinkefent, President of AMCON's retail health food segment.
"We are focused on maintaining high degrees of liquidity in our balance sheet
in the short term. We were able to increase our stockholders equity by $12.8
million and reduce total debt by $20.9 million in fiscal 2009," said Andrew
Plummer, AMCON's Chief Financial Officer. "We believe a conservative balance
sheet is prudent in anticipation of softness in the broader economy that will
continue to impact our customers in fiscal 2010. This positions our
organization to move decisively from a financial perspective when events and
circumstances warrant. It also enables us to best deliver value to our
customers and to draw down on the line from time-to-time to develop
profitable opportunities on their behalf," added Plummer.
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 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, 2009 2008
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ASSETS
Current assets:
Cash $ 309,914 $ 457,681
Accounts receivable, less allowance
for doubtful accounts of $0.9 million
and $0.8 million in 2009 and 2008, respectively 28,393,198 27,198,414
Inventories, net 34,486,027 37,330,969
Deferred income taxes 1,701,568 1,260,609
Current assets of discontinued operations - 18,947
Prepaid and other current assets 1,728,576 3,519,650
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Total current assets 66,619,283 69,786,270
Property and equipment, net 11,256,627 10,907,541
Goodwill 5,848,808 5,848,808
Other intangible assets, net 3,373,269 3,373,269
Deferred income taxes - 234,171
Non-current assets of discontinued operations - 2,032,047
Other assets 1,026,395 1,123,252
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$ 88,124,382 $ 93,305,358
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,222,689 $ 14,738,214
Accrued expenses 6,768,924 5,275,697
Accrued wages, salaries and bonuses 3,257,832 2,636,699
Income taxes payable 3,984,258 313,021
Current liabilities of discontinued operations - 4,041,837
Current maturities of credit facility 177,867 3,046,000
Current maturities of long-term debt 1,470,445 787,128
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Total current liabilities 30,882,015 30,838,596
Credit facility, less current maturities 22,655,861 32,155,005
Deferred income taxes 1,256,713 -
Long-term debt, less current maturities 5,066,185 6,525,881
Noncurrent liabilities of discontinued operations - 6,542,310
Series A cumulative, convertible preferred stock, $.01 par value
100,000 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 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 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 value, 1,000,000 shares authorized,
180,000 shares outstanding and issued in Series A and B at
September 2009 and 260,000 shares outstanding and issued
in Series A, B and C at September 2008 referred to above - -
Common stock, $0.01 par value, 3,000,000 shares
authorized, 573,232 shares outstanding at September 2009
and 570,397 shares outstanding at September 2008 5,732 5,704
Additional paid-in capital 7,617,494 6,995,948
Retained earnings 16,140,382 3,963,542
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Total shareholders' equity 23,763,608 10,965,194
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$ 88,124,382 $ 93,305,358
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CONSOLIDATED STATEMENTS OF OPERATIONS
AMCON Distributing Company and Subsidiaries
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Fiscal Years Ended September 2009 2008
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Sales (including excise taxes of $263.7 million and
$206.8 million, respectively) $ 907,953,044 $ 860,451,122
Cost of sales 839,813,225 795,774,780
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Gross profit 68,139,819 64,676,342
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Selling, general and administrative expenses 51,539,775 51,631,324
Depreciation and amortization 1,216,089 1,386,218
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52,755,864 53,017,542
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Operating income 15,383,955 11,658,800
Other expense (income):
Interest expense 1,627,373 2,986,215
Other income, net (104,259) (114,613)
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1,523,114 2,871,602
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Income from continuing operations
before income tax expense 13,860,841 8,787,198
Income tax expense 5,367,000 3,194,000
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Income from continuing operations 8,493,841 5,593,198
Discontinued operations
Gain on asset disposal and debt settlement,
net of income tax expense of $2.7 million 4,666,264 -
Loss from discontinued operations, net of
income tax benefit of $0.1 million and
$0.2 million, respectively (186,370) (260,952)
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Income (loss) on discontinued operations 4,479,894 (260,952)
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Net income 12,973,735 5,332,246
Dividends on convertible preferred stock (568,653) (419,839)
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Net income available to common shareholders $ 12,405,082 $ 4,912,407
==============================
Basic earnings (loss) per share
available to common shareholders:
Continuing operations $ 14.45 $ 9.65
Discontinued operations 8.16 (0.49)
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Net basic earnings per share
available to common shareholders $ 22.61 $ 9.16
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Diluted earnings (loss) per share
available to common shareholders:
Continuing operations $ 10.87 $ 6.57
Discontinued operations 5.74 (0.31)
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Net diluted earnings per share
available to common shareholders $ 16.61 $ 6.26
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Weighted average shares outstanding:
Basic 548,616 536,319
Diluted 781,265 851,298
CONSOLIDATED STATEMENTS OF CASH FLOWS
AMCON Distributing Company and Subsidiaries
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Fiscal Years Ended September 2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,973,735 $ 5,332,246
Deduct: Income (loss) from discontinued operations,
net of tax 4,479,894 (260,952)
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Income from continuing operations 8,493,841 5,593,198
Adjustments to reconcile income from
continuing operations to net cash flows
from operating activities:
Depreciation 1,216,089 1,359,417
Amortization - 26,801
Loss (gain) on sale of property and equipment 24,915 (39,619)
Stock based compensation 531,600 435,250
Net excess tax benefit on equity-based awards (2,245) (16,592)
Deferred income taxes 1,049,925 2,719,652
Provision for losses on doubtful accounts 124,574 505,000
Provision for losses on inventory obsolescence 299,155 101,998
Changes in assets and liabilities:
Accounts receivable (1,319,358) 145,524
Inventories 2,545,787 (7,694,240)
Prepaid and other current assets 1,791,074 2,415,558
Other assets 96,857 (30,102)
Accounts payable (80,446) (515,348)
Accrued expenses and accrued wages, salaries and bonuses 2,113,154 415,879
Income taxes payable 3,673,482 (38,160)
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Net cash flows from operating activities - continuing operations 20,558,404 5,384,216
Net cash flows from operating activities - discontinued operations (2,673,712) (230,042)
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Net cash flows from operating activities 17,884,692 5,154,174
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,673,432) (845,156)
Proceeds from sales of property and equipment 107,255 86,209
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Net cash flows from investing activities (1,566,177) (758,947)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on bank credit agreements (12,367,277) (3,653,175)
Principal payments on long-term debt (788,712) (656,092)
Proceeds from exercise of stock options 87,729 148,384
Net excess tax benefit on equity-based awards 2,245 16,592
Redemption of Series C convertible preferred stock (2,000,000) -
Dividends paid on convertible preferred stock (347,025) (419,839)
Dividends on common stock (228,242) (90,970)
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Net cash flows from financing activities - continuing operations (15,641,282) (4,655,100)
Net cash flows from financing activities - discontinued operations (825,000) -
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Net cash flow from financing activities (16,466,282) (4,655,100)
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Net change in cash (147,767) (259,873)
Cash, beginning of year 457,681 717,554
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Cash, end of year $ 309,914 $ 457,681
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Fiscal Years 2009 2008
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Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 1,719,895 $ 3,116,098
Cash paid during the year for income taxes 3,249,594 354,508
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 11,580 -
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) -