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, 2011
AMCON
DISTRIBUTING COMPANY
(Exact
name of registrant as specified in its charter)
Delaware |
1-15589 |
47-0702918 |
||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7405 Irvington Road, Omaha NE 68122 | ||
(Address of principal executive offices) (Zip Code) | ||
402-331-3727 | ||
(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:
⃞ 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 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 19, 2011, the Company issued a press release announcing financial results for its third fiscal quarter ended June 30, 2011. A copy of the press release is attached to this report as an exhibit.
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, 2011, issued by AMCON Distributing Company announcing financial results for its third fiscal quarter ended June 30, 2011. |
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, 2011 |
/s/ Andrew C. Plummer |
|
Name: |
Andrew C. Plummer |
||
Title: |
Vice President & Chief Financial Officer |
3
Exhibit 99.1
AMCON Distributing Company Reports Fully Diluted Earnings Per Share of $2.36 for the Third Fiscal Quarter Ended June 30, 2011
OMAHA, Neb.--(BUSINESS WIRE)--July 19, 2011--AMCON Distributing Company (“AMCON”) (NYSE AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $2.36 on net income available to common stockholders of $1.8 million for the third fiscal quarter ended June 30, 2011.
“The successful completion of our acquisition of the operating assets of L.P. Shanks Company during the third fiscal quarter was a significant achievement for our Company. We are very enthusiastic to have expanded our presence in the Southeast region and are focusing our energies on growing in this market. Our new customers can look forward to high levels of customer service and proven marketing programs as we integrate our operations. Integration of this acquisition is our highest priority and we are proceeding in a very careful manner. We have been pleased with the results to date,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. “We will continue to focus on acquisitions as a critical element of our long-term strategy to expand our geographic reach and depth of our market penetration.”
Each of AMCON’s operating segments had respectable quarters. The wholesale distribution segment reported revenues of $254.3 million and operating income before depreciation and amortization of $4.5 million in the third quarter of fiscal 2011. The retail health food segment reported revenues of $9.5 million and operating income before depreciation and amortization of $0.9 million for the same period.
“We were very proud of our ability to maintain customer service during the periods of severe weather this quarter in our service territories. This reliability is a function of the emphasis we have placed on the systems and procedures necessary to keep product flowing to our customers,” said Kathleen Evans, President of AMCON’s Wholesale Segment. “We are also looking forward to serving our new customers in the Southeast with AMCON’s expanded suite of products and services which are designed to enhance customer profitability.”
Eric Hinkefent, President of AMCON’s Retail Health Food Segment commented, “We have been able to carefully balance operational efficiency with our high levels of customer service during this period. This balance has enabled us to continue to generate profits in an increasingly competitive market for natural foods and supplements. Additional locations continue to be a high priority and we are actively looking for sites that have the appropriate price value relationship.”
“Our stockholders’ equity grew to $39.1 million during the quarter. We used our credit lines to close the acquisition of L.P. Shanks and also made significant seasonal investments during the quarter. We are pleased that we continue to maintain high levels of liquidity. Our expanded credit lines were very helpful in providing us the flexibility we needed,” said Andrew Plummer, AMCON’s Chief Financial Officer.
AMCON is a leading wholesale distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and chilled foods, and health and beauty care products with locations in Arkansas, Illinois, Missouri, Nebraska, North Dakota, South Dakota, and Tennessee. AMCON also operates fourteen (14) health and natural product retail stores in the Midwest and Florida. The retail stores operate under the names Chamberlin's Market & Cafe www.chamberlins.com and Akin’s 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 and the other factors described under Item 1.A. of the Company’s Annual Report on Form 10-K. 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
AMCON Distributing Company and Subsidiaries |
||||||
Condensed Consolidated Balance Sheets |
||||||
June 30, 2011 and September 30, 2010 |
||||||
June | September | |||||
2011 | 2010 | |||||
(Unaudited) | ||||||
ASSETS | ||||||
Current assets: | ||||||
Cash | $ | 1,330,474 | $ | 356,735 | ||
Accounts receivable, less allowance for doubtful accounts of $0.8
million and |
34,508,718 | 27,903,689 | ||||
Inventories, net | 59,663,739 | 35,005,957 | ||||
Deferred income taxes | 1,584,981 | 1,905,974 | ||||
Prepaid and other current assets | 6,492,944 | 3,013,485 | ||||
Total current assets | 103,580,856 | 68,185,840 | ||||
Property and equipment, net | 14,087,436 | 11,855,669 | ||||
Goodwill | 6,149,168 | 6,149,168 | ||||
Other intangible assets, net | 5,747,387 | 4,807,644 | ||||
Other assets | 1,255,596 | 1,069,050 | ||||
$ | 130,820,443 | $ | 92,067,371 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 19,249,594 | $ | 16,656,257 | ||
Accrued expenses | 7,298,871 | 6,007,900 | ||||
Accrued wages, salaries and bonuses | 2,605,329 | 3,161,817 | ||||
Income taxes payable | 510,945 | 2,366,667 | ||||
Current maturities of long-term debt | 1,466,525 | 893,291 | ||||
Total current liabilities | 31,131,264 | 29,085,932 | ||||
Credit facility | 47,350,031 | 18,816,709 | ||||
Deferred income taxes | 2,276,551 | 1,075,861 | ||||
Long-term debt, less current maturities | 6,521,334 | 5,226,586 | ||||
Other long-term liabilities | 431,524 | 587,479 | ||||
Series A cumulative, convertible preferred stock, $.01 par value
100,000 |
2,500,000 | 2,500,000 | ||||
Series B cumulative, convertible preferred stock, $.01 par value
80,000 |
1,550,000 | 2,000,000 | ||||
Shareholders’ equity: |
||||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized,
162,000 and 180,000 |
— | — | ||||
Common stock, $.01 par value, 3,000,000 shares authorized, 609,320
shares |
6,093 | 5,774 | ||||
Additional paid-in capital | 9,960,895 | 8,376,640 | ||||
Retained earnings | 29,092,751 | 24,392,390 | ||||
Total shareholders’ equity | 39,059,739 | 32,774,804 | ||||
$ | 130,820,443 | $ | 92,067,371 | |||
AMCON Distributing Company and Subsidiaries |
||||||||||||||||
Condensed Consolidated Unaudited Statements of Operations |
||||||||||||||||
for the three and nine months ended June 30, 2011 and 2010 |
||||||||||||||||
For the three months | For the nine months | |||||||||||||||
ended June | ended June | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Sales (including excise taxes of $85.9 million and $87.9 |
$ | 263,828,199 | $ | 267,062,440 | $ | 725,388,399 | $ | 741,502,607 | ||||||||
Cost of sales | 245,610,146 | 247,932,676 | 673,193,512 | 688,204,656 | ||||||||||||
Gross profit | 18,218,053 | 19,129,764 | 52,194,887 | 53,297,951 | ||||||||||||
Selling, general and administrative expenses |
13,781,556 | 14,070,483 | 40,378,569 | 41,215,024 | ||||||||||||
Depreciation and amortization | 519,099 | 440,466 | 1,523,815 | 1,243,307 | ||||||||||||
14,300,655 | 14,510,949 | 41,902,384 | 42,458,331 | |||||||||||||
Operating income | 3,917,398 | 4,618,815 | 10,292,503 | 10,839,620 | ||||||||||||
Other expense (income): | ||||||||||||||||
Interest expense | 372,525 | 370,873 | 1,020,980 | 1,144,543 | ||||||||||||
Other (income), net | (73,878 | ) | (32,758 | ) | (141,970 | ) | (69,184 | ) | ||||||||
298,647 | 338,115 | 879,010 | 1,075,359 | |||||||||||||
Income from operations before income tax | 3,618,751 | 4,280,700 | 9,413,493 | 9,764,261 | ||||||||||||
Income tax expense | 1,791,000 | 1,532,000 | 4,169,000 | 3,495,000 | ||||||||||||
Net income | 1,827,751 | 2,748,700 | 5,244,493 | 6,269,261 | ||||||||||||
Preferred stock dividend requirements | (70,649 | ) | (74,052 | ) | (218,755 | ) | (222,158 | ) | ||||||||
Net income available to common shareholders | $ | 1,757,102 | $ | 2,674,648 | $ | 5,025,738 | $ | 6,047,103 | ||||||||
Basic earnings per share available to common shareholders: | $ | 2.93 | $ | 4.72 | $ | 8.53 | $ | 10.73 | ||||||||
Diluted earnings per share available to common shareholders: | $ | 2.36 | $ | 3.67 | $ | 6.81 | $ | 8.39 | ||||||||
Basic weighted average shares outstanding | 599,281 | 566,224 | 589,084 | 563,505 | ||||||||||||
Diluted weighted average shares outstanding | 775,416 | 749,350 | 769,870 | 747,035 | ||||||||||||
AMCON Distributing Company and Subsidiaries |
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Condensed Consolidated Unaudited Statements of Cash Flows |
||||||||
for the nine months ended June 30, 2011 and 2010 |
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2011 | 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 5,244,493 | $ | 6,269,261 | ||||
Adjustments to reconcile net income from operations to net cash flows from operating activities: |
||||||||
Depreciation | 1,268,397 | 1,043,186 | ||||||
Amortization | 255,418 | 200,121 | ||||||
Gain on sale of property and equipment | (37,177 | ) | (31,843 | ) | ||||
Stock based compensation | 1,740,969 | 376,422 | ||||||
Net excess tax benefit on equity-based awards | (125,904 | ) | (130,126 | ) | ||||
Deferred income taxes | 1,521,683 | (380,575 | ) | |||||
Provision for (recoveries) losses on doubtful accounts | (768,000 | ) | 750,489 | |||||
Provision for losses on inventory obsolescence | 104,871 | 82,778 | ||||||
Other | (6,033 | ) | 77,094 | |||||
Changes in assets and liabilities net of effects of business acquisition: | ||||||||
Accounts receivable | 3,044,399 | (2,325,168 | ) | |||||
Inventories | (20,191,024 | ) | (4,923,666 | ) | ||||
Prepaid and other current assets | (3,444,459 | ) | (2,830,201 | ) | ||||
Other assets | (186,546 | ) | (35,850 | ) | ||||
Accounts payable | 2,598,310 | 3,388,920 | ||||||
Accrued expenses and accrued wages, salaries and bonuses | (824,500 | ) | (375,910 | ) | ||||
Income tax payable | (1,729,818 | ) | (1,326,635 | ) | ||||
Net cash flows from operating activities | (11,534,921 | ) | (171,703 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of property and equipment | (1,641,035 | ) | (1,423,912 | ) | ||||
Proceeds from sales of property and equipment | 64,375 | 62,406 | ||||||
Acquisition | (13,368,057 | ) | (3,099,836 | ) | ||||
Net cash flows from investing activities | (14,944,717 | ) | (4,461,342 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Net borrowings on bank credit agreements | 28,533,322 | 5,646,484 | ||||||
Principal payments on long-term debt | (684,108 | ) | (682,574 | ) | ||||
Proceeds from exercise of stock options | 22,391 | 126,973 | ||||||
Net excess tax benefit on equity-based awards | 125,904 | 130,126 | ||||||
Dividends paid on convertible preferred stock | (218,755 | ) | (222,158 | ) | ||||
Dividends on common stock | (325,377 | ) | (310,358 | ) | ||||
Net cash flows from financing activities | 27,453,377 | 4,688,493 | ||||||
Net change in cash | 973,739 | 55,448 | ||||||
Cash, beginning of period |
356,735 | 309,914 | ||||||
Cash, end of period | $ | 1,330,474 | $ | 365,362 | ||||
2011 | 2010 | |||||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for interest | $ | 994,280 | $ | 1,141,934 | ||||
Cash paid during the period for income taxes | 4,377,134 | 5,202,208 | ||||||
Supplemental disclosure of non-cash information: | ||||||||
Conversion by holders of Series B Convertible Preferred Stock to common stock | 450,000 | — | ||||||
Equipment acquisitions classified as accounts payable | 33,233 | 35,866 | ||||||
Acquisition of equipment through capital leases | — | 14,969 | ||||||
Business acquisition: | ||||||||
Accounts receivable | 8,881,428 | — | ||||||
Inventory | 4,571,629 | 1,981,498 | ||||||
Property and equipment | 1,891,000 | 122,978 | ||||||
Prepaid assets | 35,000 | — | ||||||
Fair value of non-competition agreement | 444,428 | — | ||||||
Customer relationship intangible assets | 661,090 | 1,620,000 | ||||||
Goodwill | — | 300,360 | ||||||
Accrued expenses | (120,000 | ) | — | |||||
Note payable | (2,552,090 | ) | (500,000 | ) | ||||
Amount due under non-competition agreement | (444,428 | ) | — | |||||
Fair value of contingent consideration due | — | (425,000 | ) |
CONTACT:
AMCON Distributing Company
Christopher H. Atayan,
402-331-3727