8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  May 15, 2009

INNOTRAC CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Georgia

(State or Other Jurisdiction of Incorporation)

000-23741	58-1592285
(Commission File Number)	(IRS Employer Identification No.)

6655 Sugarloaf Parkway
Duluth, Georgia	30097
(Address of Principal Executive Offices)	(Zip Code)

(678) 584-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 15, 2009, Innotrac Corporation ("Innotrac") issued a press release to announce its financial results for the first quarter ended March 31, 2009. A copy of the press release is attached as Exhibit 99.1.

The information in this Report, including the Exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K.  Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits
Exhibit No.	Description
99.1	Innotrac Corporation press release dated May 15, 2009, announcing Innotrac’s financial results for the first quarter ended March 31, 2009 (furnished pursuant to Item 2.02 of this Form 8-K).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNOTRAC CORPORATION
	/s/ Scott D. Dorfman
	Scott D. Dorfman
Date:  May 15, 2009	President, Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

Innotrac Corporation Announces 2009 First Quarter Results

ATLANTA, GA (May 15, 2009) – Innotrac Corporation (NASDAQ-GM: INOC) announced financial results today for the first quarter ended March 31, 2009.  The Company reported revenues of $28.8 million for the quarter versus $32.7 million reported in the comparable period in 2008, a decrease of 12.0%.  The decrease in revenue for the three months ended March 31, 2009 was primarily due to a $3.1 million decrease in freight revenue resulting from the transition of Company owned freight accounts to client owned freight accounts, which has no material impact on our operating profitability due to pricing practices for direct freight costs, and a $815,000 decrease in service revenue resulting from decreases in volumes from existing clients in our B2B, eCommerce, and direct marketing verticals.

The Company reported net income of $1.9 million, or $0.15 per share, fully diluted, for the three months ended March 31, 2009, versus net income of $862,000 or $0.07 per share in the comparable period of 2008.

Innotrac

Innotrac Corporation, founded in 1984 and based in Atlanta, Georgia, is a full-service fulfillment and logistics provider serving enterprise clients and world-class brands.  The Company employs sophisticated order processing and warehouse management technology and operates eight fulfillment centers and one call center in seven cities spanning all time zones across the continental United States.  For more information about Innotrac, visit the Innotrac Website, www.innotrac.com.

Information contained in this press release, other than historical information, may be considered forward-looking in nature.  Forward-looking statements in this press release include our expectations for future progress in our business and future generation of cash flows.  Forward-looking statements are subject to various risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected.  Among the key factors that may have a direct bearing on Innotrac's operating results, performance or financial condition are competition, the demand for Innotrac's services, Innotrac's ability to retain its current clients and attract new clients, realization of expected revenues from new clients, the state of the telecommunications and direct response industries in general, changing technologies, Innotrac’s ability to maintain profit margins in the face of pricing pressures and numerous other factors discussed in Innotrac's 2008 Annual Report on Form 10-K and other filings on file with the Securities and Exchange Commission.  Innotrac disclaims any intention or obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise.

Contact

George Hare

Chief Financial Officer

678-584-4020

ghare@innotrac.com

###

INNOTRAC CORPORATION

Condensed Statements of Operations

(in thousands, except per share amounts)

	Three Months Ended
	March 31,
	(Unaudited)
	2009		2008
Service revenue	$	24,656	$	25,471
Freight revenue		4,119		7,242
Total revenue		28,775		32,713
Cost of service revenues		10,660		12,099
Cost of freight revenues		4,058		7,249
Selling, general and
administrative expenses		10,810		11,079
Depreciation and amortization		1,208		1,051
Total operating expenses		26,736		31,478
Operating income		2,039		1,235
Interest expense		106		373
Total other expense		106		373
Income before income taxes		1,933		862
Income tax		-		-
Net income	$	1,933	$	862
Earnings per share:
Basic	$	0.15	$	0.07
Diluted	$	0.15	$	0.07
Weighted average shares:
outstanding:
Basic		12,601		12,586
Diluted		12,601		12,605

INNOTRAC CORPORATION
Condensed Balance Sheets
(in thousands)
	March 31,		December 31,
	2009		2008
ASSETS	(Unaudited)
Current Assets:
Cash	$	1,101	$	1,056
Accounts receivable (net of allowance for doubtful accounts of  $224 at March 31, 2009 and $271 at December 31, 2008)		21,271		25,793
Inventory		1,215		1,855
Prepaid expenses and other		1,448		1,262
Total current assets		25,035		29,966
Property and equipment, net		14,901		15,842
Goodwill		25,169		25,169
Other assets, net		863		822
Total assets	$	65,968	$	71,799
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	5,590	$	9,259
Line of credit		5,143		10,055
Accrued expenses and other		6,092		5,253
Total current liabilities		16,825		24,567
Noncurrent Liabilities:
Other noncurrent liabilities		702		753
Total noncurrent liabilities		702		753
Total shareholders' equity		48,441		46,479
Total liabilities and shareholders' equity	$	65,968	$	71,799

INNOTRAC CORPORATION
Condensed Statements of Cash Flows
(in thousands)
	Three Months Ended
	March 31, (Unaudited)
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,933		$	862
Adjustments to net income:
Depreciation and amortization		1,208			1,051
Provision for bad debts		(41	)		22
Stock compensation expense-stock options		11			21
Stock compensation expense-restricted stock		19			19
Changes in working capital:
Accounts receivable, gross		4,563			3,257
Inventory		640			(474	)
Prepaid assets and other		(160	)		(493	)
Accounts payable, accrued expenses and other		(2,830	)		(4,069	)
Net cash provided by operating activities		5,343			196
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(268	)		(120	)
Net change in noncurrent assets and liabilities		(3	)		28
Cash used in investing activities		(271	)		(92	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under line of credit		(4,912	)		(1,132	)
Loan commitment fees		(115	)		-
Cash used in financing activities		(5,027	)		(1,132	)
Net increase (decrease) in cash		45			(1,028	)
Cash, beginning of period		1,056			1,079
Cash, end of period	$	1,101		$	51