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 18, 2017 |
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
1-15589 |
47-0702918 |
||
(State or other jurisdiction of incorporation) |
(Commission |
(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 18, 2017, the Company issued a press release announcing financial results for its fiscal quarter ended June 30, 2017. 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 18, 2017, issued by AMCON Distributing Company |
|
announcing financial results for its fiscal quarter ended June 30, 2017. |
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 18, 2017 |
/s/ Andrew C. Plummer |
|
Name:Andrew C. Plummer |
|||
Title:Vice President & Chief Financial Officer |
Exhibit 99.1
AMCON Distributing Company Reports Fully Diluted Earnings Per Share of $0.56 for the Quarter Ended June 30, 2017
OMAHA, Neb.--(BUSINESS WIRE)--July 18, 2017--AMCON Distributing Company (“AMCON”) (NYSE MKT:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $0.56 on net income available to common shareholders of $0.4 million for our third fiscal quarter ended June 30, 2017.
“Both of the industries in which we operate are undergoing transformative changes based on a number of factors including increased competition, shifts in consumer shopping habits, and new technologies. These developments have resulted in consolidation across all segments of the food and convenience store supply chains including manufacturers, distributors, and retailers. Given this operating environment, we remain committed to our focused strategic plan which calls for ongoing investments in new programs, services, and technologies to enhance and support our leadership position in the convenience distribution industry,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We are actively seeking acquisitions that can benefit from our extensive platform of customer service. We are also looking carefully at a number of geographic growth opportunities as our customer base expands.”
For the third fiscal quarter of 2017, our Wholesale Distribution Segment reported revenues of $326.5 million and operating income of $3.1 million. Our Retail Health Food Segment reported revenues of $6.4 million and an operating loss of $0.6 million for the same period.
“Convenience store operators are increasingly looking to AMCON for easy to use technology solutions that assist them in areas such as category and profitability management and to enhance efficiency. Additionally, interest in building new non-tobacco revenue streams continues to accelerate amongst our customer base,” said Kathleen M. Evans, President of AMCON’s Wholesale Distribution segment. She further noted, “We are implementing the investments we’ve made in our trucking fleet and technology to further support our customers’ geographic growth.”
“We are pleased with the recent extensive renovations and update to our store in Oviedo, Florida. Our management team is developing market driven enhancements to our core business model in order for us to compete in this highly challenging retail environment,” said Clifford Ginn, President of AMCON’s Retail Health Food Segment. He further noted, “We are working diligently on building our next generation store in the Lakeland, Florida market.”
“We actively manage our working capital and liquidity which provides AMCON the ability to respond quickly to the dynamic environments in which both of our business segments operate. This conservative approach provides us significant flexibility to act in the long term best interest of the many constituencies we serve. Both of our business segments are utilizing financial resources in the course of making the capital and operational investments necessary for long term competitive success,” said Andrew C. Plummer, AMCON’s Chief Financial Officer. “We were pleased to close the June 30, 2017 quarter with shareholders’ equity of $67.3 million and consolidated debt of $13.4 million.”
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, 2017 and September 30, 2016 |
||||||||
June | September | |||||||
2017 | 2016 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: | ||||||||
Cash | $ | 121,790 | $ | 605,380 | ||||
Accounts receivable, less allowance for doubtful accounts of $0.7 million at June 2017 and $0.7 million at September 2016 |
31,035,527 | 30,033,104 | ||||||
Inventories, net | 49,101,309 | 48,404,882 | ||||||
Deferred income taxes | 1,352,383 | 1,441,919 | ||||||
Income taxes receivable | 157,900 | 164,959 | ||||||
Prepaid and other current assets | 7,836,179 | 8,608,049 | ||||||
Total current assets | 89,605,088 | 89,258,293 | ||||||
Property and equipment, net | 12,867,402 | 12,607,877 | ||||||
Goodwill | 6,349,827 | 6,349,827 | ||||||
Other intangible assets, net | 3,560,561 | 3,759,311 | ||||||
Other assets | 326,440 | 288,082 | ||||||
Total assets | $ | 112,709,318 | $ | 112,263,390 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 18,329,745 | $ | 18,164,983 | ||||
Accrued expenses | 7,106,294 | 6,792,884 | ||||||
Accrued wages, salaries and bonuses | 2,415,122 | 3,580,996 | ||||||
Current maturities of long-term debt | 370,803 | 362,495 | ||||||
Total current liabilities | 28,221,964 | 28,901,358 | ||||||
Credit facility | 10,328,098 | 10,537,226 | ||||||
Deferred income taxes | 4,052,400 | 4,021,569 | ||||||
Long-term debt, less current maturities | 2,742,485 | 3,021,824 | ||||||
Other long-term liabilities | 33,111 | 30,815 | ||||||
Shareholders’ equity: | ||||||||
Preferred stock, $.01 par value, 1,000,000 shares authorized | — | — | ||||||
Common stock, $.01 par value, 3,000,000 shares authorized, 678,938 shares outstanding and issued at June 2017 and 677,057 shares outstanding and issued at September 2016 |
8,314 | 8,184 | ||||||
Additional paid-in capital | 20,803,998 | 19,525,554 | ||||||
Retained earnings | 60,033,389 | 58,693,241 | ||||||
Treasury stock at cost | (13,514,441 | ) | (12,476,381 | ) | ||||
Total shareholders’ equity | 67,331,260 | 65,750,598 | ||||||
Total liabilities and shareholders' equity | $ | 112,709,318 | $ | 112,263,390 | ||||
AMCON Distributing Company and Subsidiaries |
||||||||||||||||
Condensed Consolidated Unaudited Statements of Operations |
||||||||||||||||
for the three and nine months ended June 30, 2017 and 2016 |
||||||||||||||||
For the three months ended June | For the nine months ended June | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Sales (including excise taxes of $95.1 million and $98.9 million, and $271.8 million and $284.9 million, respectively) | $ | 332,842,200 | $ | 333,398,723 | $ | 936,994,299 | $ | 951,856,098 | ||||||||
Cost of sales | 314,818,453 | 314,235,192 | 883,180,664 | 896,190,425 | ||||||||||||
Gross profit | 18,023,747 | 19,163,531 | 53,813,635 | 55,665,673 | ||||||||||||
Selling, general and administrative expenses | 16,587,055 | 15,335,808 | 48,105,878 | 45,951,300 | ||||||||||||
Depreciation and amortization | 474,890 | 512,543 | 1,531,292 | 1,655,173 | ||||||||||||
17,061,945 | 15,848,351 | 49,637,170 | 47,606,473 | |||||||||||||
Operating income | 961,802 | 3,315,180 | 4,176,465 | 8,059,200 | ||||||||||||
Other expense (income): | ||||||||||||||||
Interest expense | 180,266 | 188,798 | 545,719 | 562,654 | ||||||||||||
Other (income), net | (16,513 | ) | (35,552 | ) | (37,250 | ) | (98,634 | ) | ||||||||
163,753 | 153,246 | 508,469 | 464,020 | |||||||||||||
Income from operations before income tax expense | 798,049 | 3,161,934 | 3,667,996 | 7,595,180 | ||||||||||||
Income tax expense | 413,000 | 1,310,000 | 1,748,000 | 3,241,000 | ||||||||||||
Net income | 385,049 | 1,851,934 | 1,919,996 | 4,354,180 | ||||||||||||
Preferred stock dividend requirements | — | (48,642 | ) | — | (146,462 | ) | ||||||||||
Net income available to common shareholders | $ | 385,049 | $ | 1,803,292 | $ | 1,919,996 | $ | 4,207,718 | ||||||||
Basic earnings per share available to common shareholders | $ | 0.57 | $ | 3.03 | $ | 2.82 | $ | 6.91 | ||||||||
Diluted earnings per share available to common shareholders | $ | 0.56 | $ | 2.62 | $ | 2.78 | $ | 6.07 | ||||||||
Basic weighted average shares outstanding | 678,938 | 596,112 | 679,858 | 609,240 | ||||||||||||
Diluted weighted average shares outstanding | 691,701 | 707,300 | 690,840 | 717,875 | ||||||||||||
Dividends declared and paid per common share | $ | 0.18 | $ | 0.18 | $ | 0.82 | $ | 0.82 | ||||||||
AMCON Distributing Company and Subsidiaries |
||||||||
Condensed Consolidated Unaudited Statements of Cash Flows |
||||||||
for the nine months ended June 30, 2017 and 2016 |
||||||||
June | June | |||||||
2017 | 2016 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 1,919,996 | $ | 4,354,180 | ||||
Adjustments to reconcile net income from operations to net cash flows from operating activities: | ||||||||
Depreciation | 1,332,542 | 1,389,756 | ||||||
Amortization | 198,750 | 265,417 | ||||||
Gain on sale of property and equipment | (30,854 | ) | (69,215 | ) | ||||
Equity-based compensation | 1,193,005 | 1,050,644 | ||||||
Deferred income taxes | 120,367 | 238,728 | ||||||
Provision (recovery) for losses on doubtful accounts | 42,000 | (39,000 | ) | |||||
Provision for losses on inventory obsolescence | 4,852 | 2,014 | ||||||
Other | 2,296 | (5,034 | ) | |||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (1,044,423 | ) | (2,027,155 | ) | ||||
Inventories | (701,279 | ) | 10,120,804 | |||||
Prepaid and other current assets | 771,870 | (3,320,720 | ) | |||||
Other assets | (38,358 | ) | 27,897 | |||||
Accounts payable | 322,325 | 924,567 | ||||||
Accrued expenses and accrued wages, salaries and bonuses | (659,813 | ) | 2,825 | |||||
Income taxes receivable | 7,059 | 476,352 | ||||||
Net cash flows from operating activities | 3,440,335 | 13,392,060 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (1,761,431 | ) | (1,013,988 | ) | ||||
Proceeds from sales of property and equipment | 42,655 | 112,157 | ||||||
Net cash flows from investing activities | (1,718,776 | ) | (901,831 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Net payments on bank credit agreements | (209,128 | ) | (7,193,768 | ) | ||||
Principal payments on long-term debt | (271,031 | ) | (262,677 | ) | ||||
Repurchase of common stock | (1,038,060 | ) | (4,044,437 | ) | ||||
Dividends paid on convertible preferred stock | — | (146,462 | ) | |||||
Dividends on common stock | (579,848 | ) | (526,076 | ) | ||||
Withholdings on the exercise of equity-based awards | (107,082 | ) | (121,348 | ) | ||||
Net cash flows from financing activities | (2,205,149 | ) | (12,294,768 | ) | ||||
Net change in cash | (483,590 | ) | 195,461 | |||||
Cash, beginning of period | 605,380 | 219,536 | ||||||
Cash, end of period | $ | 121,790 | $ | 414,997 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for interest | $ | 545,719 | $ | 576,681 | ||||
Cash paid during the period for income taxes | 1,620,574 | 2,525,920 | ||||||
Supplemental disclosure of non-cash information: | ||||||||
Equipment acquisitions classified in accounts payable | 9,881 | 51,874 | ||||||
Issuance of common stock in connection with the vesting and exercise of equity-based awards | 1,262,763 | 1,174,981 | ||||||
CONTACT:
AMCON Distributing Company
Christopher H. Atayan, 402-331-3727