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)
April
19, 2012
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 April 19, 2012, the Company issued a press release announcing financial results for its fiscal quarter ended March 31, 2012. 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 April 19, 2012, issued by AMCON Distributing Company announcing financial results for its fiscal quarter ended March 31, 2012. |
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: | April 19, 2012 |
/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 $1.87 for the Fiscal Quarter Ended March 31, 2012
OMAHA, Neb.--(BUSINESS WIRE)--April 19, 2012--AMCON Distributing Company (“AMCON”) (NYSE AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $1.87 on net income available to common stockholders of $1.4 million for the fiscal quarter ended March 31, 2012.
“We are diligently working on all aspects of our strategic plan. Business conditions in both of our segments are highly competitive. Further, the elevated price of gasoline creates a challenging climate for us and our customers. We believe AMCON’s customer centric business approach serves as a point of differentiation and helps enhance our position as a leader in convenience distribution,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. “We are also continuously reviewing and developing potential acquisitions in both our business segments. We are pleased with the results of our new branch in Crossville, Tennessee and look forward to building our business in the strategically important Mid-South region,” noted Mr. Atayan.
Each of AMCON’s business segments reported solid quarters. The wholesale distribution segment reported revenues of $265.7 million and operating income before depreciation and amortization of $3.5 million for the second fiscal quarter of 2012. The retail health food segment reported revenues of $10.1 million and operating income before depreciation and amortization of $1.2 million for the same period.
“Our annual companywide trade show was very well attended and provides important momentum for AMCON as we enter our peak summer selling season,” said Kathleen Evans, President of AMCON’s wholesale distribution segment. “We continue to focus on developing dynamic programs to increase our customers’ profitably and facilitate their growth,” noted Ms. Evans.
“We have entered an active phase of new store development. The overall market for natural products and supplements continues to expand. We continue to experience high levels of market competition. However, we believe our business approach which emphasizes high levels of customer support and education is in demand. This provides us the confidence to carefully consider expansion plans,” said Eric Hinkefent, President of AMCON’s retail health food segment.
“We repurchased 17,000 shares of our common stock in a private transaction during the second fiscal quarter pursuant to our previously announced share repurchase plan. We continue to maintain high levels of balance sheet liquidity to take advantage of merchant and corporate opportunities when they are available. Our healthy balance sheet enables us to develop tools to drive profitability for our customers. At March 31, 2012, stockholders’ equity was $44.2 million and consolidated debt was $26.2 million,” said Andrew Plummer, AMCON’s Chief Financial Officer. “We continue to make significant personnel and capital investments in information technology, for both internal and customer use, and will continue to do so for the foreseeable future,” added Mr. Plummer.
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 |
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Condensed Consolidated Balance Sheets |
|||||||
March 31, 2012 and September 30, 2011 |
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March | September | ||||||
2012 | 2011 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash | $ | 851,114 | $ | 1,389,665 | |||
Accounts receivable, less allowance for doubtful accounts of $1.3 million and $1.2 million at March 2012 and September 2011, respectively | 31,985,614 | 32,963,693 | |||||
Inventories, net | 34,794,458 | 38,447,982 | |||||
Deferred income taxes | 1,603,345 | 1,707,889 | |||||
Prepaid and other current assets | 7,382,190 | 6,073,536 | |||||
Total current assets | 76,616,721 | 80,582,765 | |||||
Property and equipment, net | 13,361,627 | 13,713,238 | |||||
Goodwill | 6,349,827 | 6,349,827 | |||||
Other intangible assets, net | 5,368,476 | 5,550,978 | |||||
Other assets | 1,287,249 | 1,238,825 | |||||
$ | 102,983,900 | $ | 107,435,633 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 16,371,894 | $ | 18,439,446 | |||
Accrued expenses | 5,951,438 | 7,153,672 | |||||
Accrued wages, salaries and bonuses | 1,867,615 | 2,460,558 | |||||
Income taxes payable | 831,785 | 2,100,180 | |||||
Current maturities of long-term debt | 1,917,753 | 1,384,625 | |||||
Total current liabilities | 26,940,485 | 31,538,481 | |||||
Credit facility | 19,306,967 | 20,771,613 | |||||
Deferred income taxes | 3,092,683 | 2,743,238 | |||||
Long-term debt, less current maturities | 4,928,627 | 6,194,195 | |||||
Other long-term liabilities | 425,490 | 429,513 | |||||
Series A cumulative, convertible preferred stock, $.01 par value 100,000 shares authorized and issued, and a total liquidation preference of 2.5 million at both March 2012 and September 2011 |
2,500,000 | 2,500,000 | |||||
Series B cumulative, convertible preferred stock, $.01 par value 80,000 shares authorized, 62,000 shares outstanding and a total liquidation preference of $1.6 million at March 2012 and September 2011 |
1,550,000 | 1,550,000 | |||||
Shareholders’ equity: |
|||||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 162,000 shares outstanding and issued in Series A and B referred to above |
— | — | |||||
Common stock, $.01 par value, 3,000,000 shares authorized, 608,271 shares outstanding at March 2012 and 609,320 shares outstanding at September 2011 |
6,252 | 6,093 | |||||
Additional paid-in capital | 10,900,041 | 9,981,055 | |||||
Retained earnings | 34,251,355 | 31,721,445 | |||||
Treasury stock, 17,000 shares at cost | (918,000 | ) | — | ||||
Total shareholders’ equity | 44,239,648 | 41,708,593 | |||||
$ | 102,983,900 | $ | 107,435,633 | ||||
AMCON Distributing Company and Subsidiaries |
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Condensed Consolidated Unaudited Statements of Operations |
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for the three and six months ended March 31, 2012 and 2011 |
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For the three months | For the six months | |||||||||||||||
ended March | ended March | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Sales (including excise taxes of $86.1 million and $70.8 million, and $176.6 million and $152.1 million, respectively) |
$ | 275,829,266 | $ | 216,603,039 | $ | 559,392,316 | $ | 461,560,200 | ||||||||
Cost of sales | 256,612,867 | 200,233,927 | 521,538,240 | 427,583,366 | ||||||||||||
Gross profit | 19,216,399 | 16,369,112 | 37,854,076 | 33,976,834 | ||||||||||||
Selling, general and administrative expenses |
15,901,755 | 12,909,642 | 31,251,757 | 26,597,013 | ||||||||||||
Depreciation and amortization | 613,927 | 507,133 | 1,227,421 | 1,004,716 | ||||||||||||
16,515,682 | 13,416,775 | 32,479,178 | 27,601,729 | |||||||||||||
Operating income | 2,700,717 | 2,952,337 | 5,374,898 | 6,375,105 | ||||||||||||
Other expense (income): | ||||||||||||||||
Interest expense | 319,841 | 263,872 | 743,951 | 648,455 | ||||||||||||
Other (income), net | (93,874 | ) | (45,211 | ) | (245,138 | ) | (68,092 | ) | ||||||||
225,967 | 218,661 | 498,813 | 580,363 | |||||||||||||
Income from operations before income tax | 2,474,750 | 2,733,676 | 4,876,085 | 5,794,742 | ||||||||||||
Income tax expense | 1,010,000 | 1,149,000 | 1,973,000 | 2,378,000 | ||||||||||||
Net income | 1,464,750 | 1,584,676 | 2,903,085 | 3,416,742 | ||||||||||||
Preferred stock dividend requirements | (66,906 | ) | (73,239 | ) | (134,547 | ) | (148,106 | ) | ||||||||
Net income available to common shareholders | $ | 1,397,844 | $ | 1,511,437 | $ | 2,768,538 | $ | 3,268,636 | ||||||||
Basic earnings per share available to common shareholders: | $ | 2.26 | $ | 2.56 | $ | 4.47 | $ | 5.60 | ||||||||
Diluted earnings per share available to common shareholders: | $ | 1.87 | $ | 2.05 | $ | 3.70 | $ | 4.47 | ||||||||
Basic weighted average shares outstanding | 619,480 | 589,454 | 619,705 | 583,986 | ||||||||||||
Diluted weighted average shares outstanding | 784,429 | 771,738 | 785,281 | 765,067 | ||||||||||||
AMCON Distributing Company and Subsidiaries |
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Condensed Consolidated Unaudited Statements of Cash Flows |
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for the six months ended March 31, 2012 and 2011 |
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2012 | 2011 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 2,903,085 | $ | 3,416,742 | ||||
Adjustments to reconcile net income from operations to net cash flows from operating activities: | ||||||||
Depreciation | 1,035,231 | 845,120 | ||||||
Amortization | 192,190 | 159,596 | ||||||
Gain on sale of property and equipment | (22,216 | ) | (8,722 | ) | ||||
Equity-based compensation | 674,180 | 1,514,567 | ||||||
Net excess tax benefit on equity-based awards | — | (125,904 | ) | |||||
Deferred income taxes | 453,989 | 456,871 | ||||||
Provision (recoveries) for losses on doubtful accounts | 164,757 | (843,000 | ) | |||||
Provision for losses on inventory obsolescence | 7,827 | 26,538 | ||||||
Other | (4,023 | ) | (4,022 | ) | ||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | 813,322 | 3,945,809 | ||||||
Inventories | 3,645,697 | 1,039,737 | ||||||
Prepaid and other current assets | (1,308,654 | ) | (1,141,257 | ) | ||||
Other assets | (48,424 | ) | (108,564 | ) | ||||
Accounts payable | (2,062,052 | ) | (319,457 | ) | ||||
Accrued expenses and accrued wages, salaries and bonuses | (1,509,628 | ) | (1,625,822 | ) | ||||
Income tax payable | (1,268,395 | ) | (1,708,879 | ) | ||||
Net cash flows from operating activities | 3,666,886 | 5,519,353 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of property and equipment | (707,724 | ) | (957,254 | ) | ||||
Proceeds from sales of property and equipment | 40,820 | 27,475 | ||||||
Net cash flows from investing activities | (666,904 | ) | (929,779 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Net payments on bank credit agreements | (1,464,646 | ) | (3,836,212 | ) | ||||
Principal payments on long-term debt | (732,440 | ) | (471,968 | ) | ||||
Repurchase of common stock | (918,000 | ) | — | |||||
Net excess tax benefit on equity-based awards | — | 125,904 | ||||||
Dividends paid on convertible preferred stock | (134,547 | ) | (148,106 | ) | ||||
Dividends on common stock | (238,628 | ) | (216,945 | ) | ||||
Proceeds from exercise of stock options | 1,180 | — | ||||||
Withholdings on the exercise of equity-based awards | (51,452 | ) | — | |||||
Net cash flows from financing activities | (3,538,533 | ) | (4,547,327 | ) | ||||
Net change in cash | (538,551 | ) | 42,247 | |||||
Cash, beginning of period |
1,389,665 | 356,735 | ||||||
Cash, end of period | $ | 851,114 | $ | 398,982 | ||||
2012 | 2011 | |||||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for interest | $ | 770,110 | $ | 668,389 | ||||
Cash paid during the period for income taxes | 2,787,407 | 3,630,007 | ||||||
Supplemental disclosure of non-cash information: | ||||||||
Equipment acquisitions classified as accounts payable |
5,185 | 8,953 | ||||||
Issuance of common stock in connection with the vesting and exercise of equity-based awards |
950,562 | — |
CONTACT:
AMCON Distributing Company
Christopher H. Atayan,
402-331-3727