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 8, 2013 |
AMCON
DISTRIBUTING COMPANY
(Exact
name of registrant as specified in its charter)
Delaware |
1-15589 |
47-0702918 |
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(State or other jurisdiction of incorporation) |
(Commission |
(IRS Employer Identification No.) |
7405 Irvington Road, Omaha NE 68122 |
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(Address of principal executive offices) (Zip Code) |
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402-331-3727 |
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(Registrant’s telephone number, including area code) |
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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 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 8, 2013, the Company issued a press release announcing financial results for its fiscal year ended September 30, 2013. 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 November 8, 2013, issued by AMCON Distributing Company announcing financial results for fiscal year ended September 30, 2013. |
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 |
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(Registrant) |
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Date: |
November 8, 2013 |
/s/ Andrew C. Plummer |
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Name: Andrew C. Plummer |
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Title: Vice President & Chief Financial Officer |
3
Exhibit 99.1
AMCON Distributing Company Reports Fully Diluted Earnings Per Share of $7.79 for the Fiscal Year Ended September 30, 2013
OMAHA, Neb.--(BUSINESS WIRE)--November 8, 2013--AMCON Distributing Company (“AMCON”) (NYSE MKT:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $7.79 on net income available to common shareholders of $5.7 million for the fiscal year ended September 30, 2013. AMCON earned $2.07 per fully diluted share on net income available to common shareholders of $1.5 million for the fourth fiscal quarter ended September 30, 2013.
“We are pleased with the results for fiscal 2013. AMCON has earned a leadership position in the convenience distribution industry as a result of our relentless focus on customer service and reliability. We believe these philosophies directly correlate to the positive results for the year,” said Christopher H. Atayan AMCON’s Chairman and Chief Executive Officer. He further noted, “We continue to experience highly competitive conditions in both of our operating segments. Our objective is to deliver attractive risk adjusted rates of return on the assets as we navigate this challenging environment. We believe our focused strategic plan and customer centric philosophy are essential elements as we seek to meet our short, medium, and long term objectives.”
“We take a long term approach to customer relationships and this has proven to be mutually beneficial,” said Kathleen Evans, President of AMCON’s Wholesale Distribution Segment. “Our fall trade shows have provided positive momentum as we enter fiscal 2014. Our accrual and foodservice programs as well as our new product introductions are developed with our customers’ profitability in mind,” added Ms. Evans.
“We opened two new stores during fiscal 2013 and are actively seeking additional locations that are consistent with our business model,” said Eric Hinkefent, President of AMCON’s Retail Health Food Segment. “The competition is expanding in our marketplace as a result of the industry’s growth. Margins will continue to experience pressure as a result of these new entrants,” added Hinkefent.
“We are very focused on increasing our shareholders’ equity per share and maintaining high levels of balance sheet liquidity. Debt reduction is an important priority for us because it improves our debt to equity ratio. At September 30, 2013 our shareholders’ equity was $52.7, resulting in adjusted book value per share of $74.91. We turned our inventory twenty-seven times and consolidated debt was reduced to $19.9 million. This was after share repurchases and new store investments totaling $4.4 million,” said Andrew Plummer, AMCON’s Chief Financial Officer. “We have made a commitment to expand our foodservice facilities at our Rapid City, South Dakota branch which commenced in fiscal 2014. In addition, we continue to invest in information technology for internal and external purposes,” added 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 Illinois, Missouri, Nebraska, North Dakota, South Dakota and Tennessee. AMCON also operates sixteen (16) 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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CONSOLIDATED BALANCE SHEETS |
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September 30, | ||||||||||
2013 | 2012 | |||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash | $ | 275,036 | $ | 491,387 | ||||||
Accounts receivable, less allowance for doubtful accounts of $1.1 million at 2013 and $1.2 million at 2012 | 28,383,205 | 32,681,835 | ||||||||
Inventories, net | 46,125,187 | 38,364,621 | ||||||||
Deferred income taxes | 1,831,933 | 1,916,619 | ||||||||
Prepaid and other current assets | 5,001,992 | 6,476,702 | ||||||||
Total current assets | 81,617,353 | 79,931,164 | ||||||||
Property and equipment, net | 13,088,859 | 13,083,912 | ||||||||
Goodwill | 6,349,827 | 6,349,827 | ||||||||
Other intangible assets, net | 4,820,978 | 5,185,978 | ||||||||
Other assets | 497,882 | 1,258,985 | ||||||||
$ | 106,374,899 | $ | 105,809,866 | |||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
Current liabilities: | ||||||||||
Accounts payable | $ | 15,859,636 | $ | 17,189,208 | ||||||
Accrued expenses | 6,714,444 | 6,931,859 | ||||||||
Accrued wages, salaries and bonuses | 2,754,136 | 2,503,361 | ||||||||
Income taxes payable | 1,922,351 | 2,194,966 | ||||||||
Current maturities of long-term debt | 998,788 | 1,182,829 | ||||||||
Total current liabilities | 28,249,355 | 30,002,223 | ||||||||
Credit facility | 14,841,712 | 14,353,732 | ||||||||
Deferred income taxes | 3,327,010 | 3,633,390 | ||||||||
Long-term debt, less current maturities | 4,076,892 | 5,075,680 | ||||||||
Other long-term liabilities | 239,396 | 336,186 | ||||||||
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 September 2013 and September 2012 |
2,500,000 |
2,500,000 | ||||||||
Series B cumulative, convertible preferred stock, $.01 par value 80,000 shares authorized, 16,000 shares issued and outstanding at September 30, 2013 and 58,000 shares issued and outstanding at September 30, 2012, and a total liquidation preference of $0.4 million and $1.5 million at September 2013 and September 2012, respectively | 400,000 | 1,450,000 | ||||||||
Commitments and contingencies |
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Shareholders’ equity: | ||||||||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 116,000 and 158,000 shares outstanding and issued in Series A and B referred to above | — | — | ||||||||
Common stock, $0.01 par value, 3,000,000 shares authorized, 623,115 shares issued and outstanding at September 2013 and 612,327 shares issued and outstanding at September 2012 | 6,543 | 6,293 | ||||||||
Additional paid-in capital | 12,502,135 | 11,021,109 | ||||||||
Retained earnings | 43,532,812 | 38,349,253 | ||||||||
Treasury stock at cost | (3,300,956 | ) | (918,000 | ) | ||||||
Total shareholders’ equity | 52,740,534 | 48,458,655 | ||||||||
$ | 106,374,899 | $ | 105,809,866 | |||||||
AMCON Distributing Company and Subsidiaries |
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CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||
Fiscal Years Ended September | ||||||||||
2013 | 2012 | |||||||||
Sales (including excise taxes of $386.4 million and $371.3 million, respectively) | $ | 1,211,052,634 | $ | 1,174,167,758 | ||||||
Cost of sales | 1,133,695,309 | 1,095,105,573 | ||||||||
Gross profit | 77,357,325 | 79,062,185 | ||||||||
Selling, general and administrative expenses |
63,880,109 | 63,250,681 | ||||||||
Depreciation and amortization | 2,412,613 | 2,392,414 | ||||||||
66,292,722 | 65,643,095 | |||||||||
Operating income | 11,064,603 | 13,419,090 | ||||||||
Other expense (income): |
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Interest expense | 1,108,146 | 1,359,241 | ||||||||
Other (income), net | (277,215 | ) | (340,713 | ) | ||||||
830,931 | 1,018,528 | |||||||||
Income from operations before income tax expense | 10,233,672 | 12,400,562 | ||||||||
Income tax expense | 4,375,000 | 5,033,000 | ||||||||
Net income | 5,858,672 | 7,367,562 | ||||||||
Preferred stock dividend requirements | (205,218 | ) | (269,095 | ) | ||||||
Net income available to common shareholders | $ | 5,653,454 | $ | 7,098,467 | ||||||
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Basic earnings per share available to common shareholders: |
$ | 9.08 | $ | 11.56 | ||||||
Diluted earnings per share available to common shareholders: |
$ | 7.79 | $ | 9.40 | ||||||
Basic weighted average shares outstanding | 622,904 | 614,046 | ||||||||
Diluted weighted average shares outstanding | 751,812 | 784,108 | ||||||||
AMCON Distributing Company and Subsidiaries |
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CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
Fiscal Years Ended September | ||||||||||
2013 | 2012 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||
Net income | $ | 5,858,672 | $ | 7,367,562 | ||||||
Adjustments to reconcile income from operations to net cash flows
from operating activities: |
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Depreciation | 2,047,613 | 2,017,726 | ||||||||
Amortization | 365,000 | 374,688 | ||||||||
Gain on sale of property and equipment | (56,829 | ) | (36,900 | ) | ||||||
Equity-based compensation | 1,303,310 | 1,426,848 | ||||||||
Deferred income taxes | (221,694 | ) | 681,422 | |||||||
Recoveries of losses on doubtful accounts | (55,000 | ) | (5,243 | ) | ||||||
Recoveries for losses on inventory obsolescence | (91,494 | ) | (20,512 | ) | ||||||
Other | (93,328 | ) | (8,045 | ) | ||||||
Changes in assets and liabilities: |
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Accounts receivable | 4,353,630 | 287,101 | ||||||||
Inventories | (7,669,072 | ) | 103,873 | |||||||
Prepaid and other current assets | 1,474,710 | (403,166 | ) | |||||||
Other assets | 232 | (20,160 | ) | |||||||
Accounts payable | (1,391,539 | ) | (1,250,790 | ) | ||||||
Accrued expenses and accrued wages, salaries and bonuses | 181,294 | (710,302 | ) | |||||||
Income taxes payable | (272,615 | ) | 94,786 | |||||||
Net cash flows from operating activities | 5,732,890 | 9,898,888 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of property and equipment | (2,113,426 | ) | (1,480,782 | ) | ||||||
Proceeds from sales of property and equipment | 179,662 | 129,834 | ||||||||
Net cash flows from investing activities | (1,933,764 | ) | (1,350,948 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
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Net borrowings (payments) on bank credit agreements | 487,980 | (6,417,881 | ) | |||||||
Principal payments on long-term debt | (1,182,829 | ) | (1,320,311 | ) | ||||||
Repurchase of Series B Convertible Preferred Stock and common stock | (2,572,085 | ) | (918,000 | ) | ||||||
Dividends paid on convertible preferred stock | (205,218 | ) | (269,095 | ) | ||||||
Dividends on common stock | (469,895 | ) | (470,659 | ) | ||||||
Proceeds from exercise of stock options | 1,180 | 1,180 | ||||||||
Withholdings on the exercise of equity-based awards | (74,610 | ) | (51,452 | ) | ||||||
Net cash flow from financing activities | (4,015,477 | ) | (9,446,218 | ) | ||||||
Net change in cash |
(216,351 | ) | (898,278 | ) | ||||||
Cash, beginning of year | 491,387 | 1,389,665 | ||||||||
Cash, end of year | $ | 275,036 | $ | 491,387 | ||||||
AMCON Distributing Company and Subsidiaries |
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CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) | ||||||||
Fiscal Years Ended September | ||||||||
2013 | 2012 | |||||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the year for interest | $ | 1,115,991 | $ | 1,393,470 | ||||
Cash paid during the year for income taxes | 4,867,986 | 4,256,794 | ||||||
Supplemental disclosure of non-cash information: |
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Equipment acquisitions classified as accounts payable | $ | 73,204 | $ | 11,237 | ||||
Issuance of common stock in connection with the vesting and exercise of equity-based awards | 1,389,258 | 950,562 | ||||||
Conversion by holders of Series B Convertible Preferred Stock to common stock | 100,000 | 100,000 | ||||||
Common stock acquired with other consideration | 760,871 | — | ||||||
AMCON Distributing Company and Subsidiaries |
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FISCAL YEAR 2013 |
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(dollars in thousands, except per share data) | First | Second | Third | Fourth | ||||||||||||||||
Sales | $ | 302,218 | $ | 274,568 | $ | 316,031 | $ | 318,235 | ||||||||||||
Gross profit |
19,230 | 18,297 | 19,811 | 20,020 | ||||||||||||||||
Income from operations before income tax expense |
2,533 | 2,125 | 2,887 | 2,689 | ||||||||||||||||
Net Income |
1,463 | 1,214 | 1,632 | 1,549 | ||||||||||||||||
Preferred stock dividend requirements |
(59 | ) | (48 | ) | (49 | ) | (49 | ) | ||||||||||||
Net income available to common shareholders |
$ | 1,403 | $ | 1,166 | $ | 1,584 | $ | 1,500 | ||||||||||||
Basic earnings per share available to common shareholders |
$ | 2.26 | $ | 1.87 | $ | 2.54 | $ | 2.41 | ||||||||||||
Diluted earnings per share available to common shareholders |
$ | 1.90 | $ | 1.63 | $ | 2.19 | $ | 2.07 | ||||||||||||
FISCAL YEAR 2012 |
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(dollars in thousands, except per share data) | First | Second | Third | Fourth | ||||||||||||||||
Sales | $ | 283,563 | $ | 275,829 | $ | 307,113 | $ | 307,663 | ||||||||||||
Gross profit |
18,638 | 19,216 | 19,901 | 21,307 | ||||||||||||||||
Income from operations before income tax expense |
2,401 | 2,475 | 3,189 | 4,335 | ||||||||||||||||
Net Income |
1,438 | 1,465 | 1,846 | 2,618 | ||||||||||||||||
Preferred stock dividend requirements |
(67 | ) | (67 | ) | (67 | ) | (67 | ) | ||||||||||||
Net income available to common shareholders |
$ | 1,371 | $ | 1,398 | $ | 1,779 | $ | 2,551 | ||||||||||||
Basic earnings per share available to common shareholders |
$ | 2.21 | $ | 2.26 | $ | 2.92 | $ | 4.19 | ||||||||||||
Diluted earnings per share available to common shareholders |
$ | 1.83 | $ | 1.87 | $ | 2.37 | $ | 3.33 | ||||||||||||
The Company’s quarterly earnings per share are based on weighted average shares outstanding for the quarter; therefore the sum of the quarters may not equal the full year earnings per share amount.
AMCON Distributing Company and Subsidiaries
GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures
The financial measure of adjusted book value per share included in this press release (“adjusted book value per share”) has been determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Management believes that this non-GAAP financial measurement reflects an additional way of viewing aspects of the Company’s business that, when viewed together with its financial results computed in accordance with GAAP, provides a more complete understanding of factors affecting historical financial performance of the Company. This measure is important to investors interested in determining the amount of book value per share if all potentially dilutive shares were exercised or converted. This non-GAAP financial measurement is not intended to be a substitute for the comparable GAAP measurements and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
The Company has defined the non-GAAP financial measure of adjusted book value per share as follows:
September 2013 |
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Number of common shares outstanding at September 30, 2013 | 623,115 | ||
Total shareholders’ equity at September 30, 2013 | $ | 52,740,534 | |
Book value per share at September 30, 2013 | $ | 84.64 | |
September 2013 |
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Number of common shares outstanding at September 30, 2013 | 623,115 | ||
Add: common shares potentially issuable for stock options, convertible preferred stock, and unvested restricted stock units /1/ | 173,308 | ||
796,423 | |||
Total shareholders’ equity at September 30, 2013 | $ | 52,740,534 | |
Equity impact if all potential common shares were converted /1/ | 6,918,739 | ||
$ | 59,659,273 | ||
Adjusted book value per share at September 30, 2013 | $ | 74.91 | |
/1/ | Assumes the exercise of all vested and unvested stock options, conversion of all preferred stock, and vesting of all outstanding restricted stock units at September 30, 2013. | |
CONTACT:
AMCON Distributing Company
Christopher H. Atayan,
402-331-3727