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 19, 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 July 19, 2010, AMCON Distributing Company ("AMCON or "Company") issued a
press release announcing its financial results for the third fiscal quarter
ended June 30, 2010. 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 19, 2010, issued
by AMCON Distributing Company announcing
financial results for the third fiscal quarter
ended June 30, 2010.
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 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 PER SHARE OF
$3.67 FOR THE THIRD FISCAL QUARTER ENDED JUNE 30, 2010.
NEWS RELEASE
Omaha, NE July 19, 2010 - AMCON Distributing Company ("AMCON") (AMEX:DIT), an
Omaha, Nebraska based consumer products company is pleased to announce fully
diluted earnings per share of $3.67 for the third fiscal quarter ended June
30, 2010.
"We were able to post another solid quarter in both of our business
segments," said Christopher H. Atayan, AMCON's Chairman and Chief Executive
Officer. "Our focused business strategy is delivering results for our
customers and shareholders. We are executing our corporate plan in a
step-by-step fashion as we believe this fundamental approach will best
position the enterprise for future growth. In addition, we are actively
seeking acquisitions in both of our operating segments."
AMCON's wholesale distribution business reported revenues of $257.8 million
and operating income before depreciation and amortization of $5.2 million in
the third quarter of fiscal 2010. AMCON's retail health food business
reported revenues of $9.2 million and operating income before depreciation
and amortization of $1.0 million for the same period.
Kathleen Evans, President of AMCON's wholesale distribution business
commented "We are working closely with our customers to develop product
strategies to enhance their bottom line. This customer centric approach is
mutually beneficial and the core of our growth strategy. We continue to
expand the length and breadth of our food service program."
Eric Hinkefent, President of AMCON's retail health food business commented
"We are pleased with the results of our new store opening in Tulsa. Our
careful attention to the price value relationship of our product mix has
enabled us to perform well in a challenging environment. We continue to seek
additional growth opportunities where we can employ our profitable business
model."
"Our shareholders' equity grew to $30.1 million during the period. We
continue to maintain high levels of liquidity, as a central theme of our
strategy is to use our balance sheet strength to develop profitable
merchandising opportunities for our customers. Our Northwest Arkansas
expansion is progressing according to plan," 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 a total of 14 health and natural product
retail stores in central Florida (6), Kansas, Missouri, Nebraska and Oklahoma
(5). 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 402-331-3727
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2010 and September 30, 2009
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June 2010 September
(Unaudited) 2009
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ASSETS
Current assets:
Cash $ 365,362 $ 309,914
Accounts receivable, less allowance for doubtful accounts
of $1.7 million and $0.9 million at June 2010 and September 2009 29,967,877 28,393,198
Inventories, net 41,308,413 34,486,027
Deferred income taxes 1,967,233 1,701,568
Prepaid and other current assets 4,554,137 1,728,576
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Total current assets 78,163,022 66,619,283
Property and equipment, net 11,780,603 11,256,627
Goodwill 6,149,168 5,848,808
Other intangible assets 4,858,269 3,373,269
Other assets 1,062,245 1,026,395
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$102,013,307 $ 88,124,382
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,647,475 $ 15,222,689
Accrued expenses 6,605,525 6,768,924
Accrued wages, salaries and bonuses 3,045,321 3,257,832
Income taxes payable 2,527,497 3,984,258
Current maturities of credit facility - 177,867
Current maturities of long-term debt 933,256 1,470,445
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Total current liabilities 31,759,074 30,882,015
Credit facility, less current maturities 28,480,212 22,655,861
Deferred income taxes 1,141,803 1,256,713
Long-term debt, less current maturities 5,435,769 5,066,185
Other long-term liabilities 562,575 -
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,
577,266 shares outstanding at June 2010 and 573,232
shares outstanding at September 2009 5,773 5,732
Additional paid-in capital 8,250,974 7,617,494
Retained earnings 21,877,127 16,140,382
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Total shareholders' equity 30,133,874 23,763,608
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$102,013,307 $ 88,124,382
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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and nine months ended June 30, 2010 and 2009
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For the three months For the nine months
ended June ended June
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2010 2009 2010 2009
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Sales (including excise taxes of $87.9
million and $77.4 million, and $246.3
million and $171.0 million, respectively) $ 267,062,440 $ 242,817,927 $ 741,502,607 $ 655,637,536
Cost of sales 247,932,676 225,753,469 688,204,656 605,481,395
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Gross profit 19,129,764 17,064,458 53,297,951 50,156,141
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Selling, general and administrative expenses 14,070,483 12,800,612 41,215,024 38,625,335
Depreciation and amortization 440,466 273,650 1,243,307 884,972
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14,510,949 13,074,262 42,458,331 39,510,307
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Operating income 4,618,815 3,990,196 10,839,620 10,645,834
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Other expense (income):
Interest expense 370,873 368,048 1,144,543 1,265,834
Other (income), net (32,758) (43,600) (69,184) (84,143)
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338,115 324,448 1,075,359 1,181,691
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Income from continuing operations
before income tax expense 4,280,700 3,665,748 9,764,261 9,464,143
Income tax expense 1,532,000 1,411,000 3,495,000 3,614,000
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Income from continuing operations 2,748,700 2,254,748 6,269,261 5,850,143
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,
respectively - 13,105 - (186,370)
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Income on discontinued operations - 4,679,369 - 4,479,894
Net income 2,748,700 6,934,117 6,269,261 10,330,037
Preferred stock dividends requirements (74,052) (74,052) (222,158) (493,786)
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Net income available to common shareholders $ 2,674,648 $ 6,860,065 $ 6,047,103 $ 9,836,251
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Basic earnings per share
available to common shareholders:
Continuing operations $ 4.72 $ 3.97 $ 10.73 $ 9.78
Discontinued operations - 8.52 - 8.17
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Net basic earnings per share
available to common shareholders $ 4.72 $ 12.49 $ 10.73 $ 17.95
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Diluted earnings per share
available to common shareholders:
Continuing operations $ 3.67 $ 3.11 $ 8.39 $ 7.37
Discontinued operations - 6.46 - 5.65
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Net diluted earnings per share
available to common shareholders $ 3.67 $ 9.57 $ 8.39 $ 13.02
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Weighted average shares outstanding:
Basic 566,224 549,397 563,505 547,859
Diluted 749,350 724,833 747,035 793,610
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine months ended June 30, 2010 and 2009
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2010 2009
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,269,261 $ 10,330,037
Deduct: income from discontinued operations, net of tax - 4,479,894
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Income from continuing operations 6,269,261 5,850,143
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation 1,043,186 884,972
Amortization 200,121 -
(Gain) loss on sale of property and equipment (31,843) 26,468
Stock based compensation 376,422 398,700
Net excess tax (benefit) deficiency
on equity-based awards (130,126) 16,592
Deferred income taxes (380,575) 893,851
Provision for losses on doubtful accounts 750,489 489,038
Provision for losses on inventory obsolescence 82,778 331,319
Other 77,094 -
Changes in assets and liabilities:
Accounts receivable (2,325,168) (1,797,340)
Inventories (4,923,666) 1,714,017
Prepaid and other current assets (2,830,201) 312,759
Other assets (35,850) 59,277
Accounts payable 3,388,920 (365,711)
Accrued expenses and accrued wages, salaries and bonuses (375,910) 2,625,568
Income tax payable (1,326,635) 4,713,677
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Net cash flows from operating activities - continuing operations (171,703) 16,153,330
Net cash flows from operating activities - discontinued operations - (2,673,712)
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Net cash flows from operating activities (171,703) 13,479,618
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,423,912) (784,221)
Proceeds from sales of property and equipment 62,406 102,406
Acquisition (3,099,836) -
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Net cash flows from investing activities (4,461,342) (681,815)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on bank credit agreement 5,646,484 (8,955,236)
Principal payments on long-term debt (682,574) (604,975)
Proceeds from exercise of stock options 126,973 -
Net excess tax (benefit) deficiency
on equity-based awards 130,126 (16,592)
Redemption of Series C convertible preferred stock - (2,000,000)
Dividends paid on preferred stock (222,158) (272,158)
Dividends on common stock (310,358) (171,119)
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Net cash flows from financing activities - continuing operations 4,688,493 (12,020,080)
Net cash flows from financing activities - discontinued operations - (825,000)
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Net cash flows from financing activities 4,688,493 (12,845,080)
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Net change in cash 55,448 (47,277)
Cash, beginning of period 309,914 457,681
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Cash, end of period $ 365,362 $ 410,404
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,141,934 $ 1,347,690
Cash paid during the period for income taxes 5,202,208 612,473
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable 35,866 108,546
Constructive dividends on Series A, B, and C
Convertible Preferred Stock - 221,628
Acquisition of equipment through capital leases 14,969 12,333
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 -
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)
