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) January 19, 2015



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))

1

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 19, 2015, the Company issued a press release announcing financial results for its first fiscal quarter ended December 31, 2014. 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 January 19, 2015, issued by AMCON Distributing Company announcing financial results for its first fiscal quarter ended December 31, 2014.

2

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:

January 20, 2015

/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 $2.11 for the Quarter Ended December 31, 2014

OMAHA, Neb.--(BUSINESS WIRE)--January 19, 2015--AMCON Distributing Company (“AMCON”) (NYSE MKT:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $2.11 on net income available to common shareholders of $1.5 million for the fiscal quarter ended December 31, 2014.

“We are pleased with our start to fiscal 2015. Our relentless focus on customer service and reliability leads to a virtuous circle of profitability for our Customers and AMCON,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “Our focused strategic plan continues to position us as a leader in the Convenience Distribution industry. AMCON is actively seeking acquisitions that can benefit from our extensive platform of services.”

“One of our goals is to develop our business in higher margin non-traditional products. In particular, foodservice continues to be an area of focus as our sales in this category grow,” said Kathleen M. Evans, President of AMCON’s Wholesale Distribution Segment.

“Industry growth in the retail health food sector has led to greater competition from new market entrants and has pressured sales. We have carefully rationalized our expense structure while maintaining our customary high level of customer service,” said Eric Hinkefent, President of AMCON’s Retail Health Food Segment.

“We continue to invest in information technology for internal and external purposes as well as our foodservice capability across the entire Company now that the Rapid City, South Dakota expansion is complete,” said Andrew C. Plummer, AMCON’s Chief Financial Officer. Plummer added, “The nationwide trend of lower fuel prices helps our expense structure; however, our emphasis on growing the foodservice category requires refrigerated delivery equipment that increases fuel consumption. Additionally, we are logging more miles as we expand our territory to better serve our customers. We were pleased to close the December 31, 2014 quarter with shareholders’ equity of $58.0 million and consolidated debt of $24.8 million.”

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
Condensed Consolidated Balance Sheets
December 31, 2014 and September 30, 2014

 

 

December
2014

September
2014

(Unaudited)
ASSETS
Current assets:
Cash $ 173,707 $ 99,922
Accounts receivable, less allowance for doubtful accounts of $1.0 million and $0.8 million at December 2014 and September 2014, respectively 33,408,314 33,286,932
Inventories, net 47,495,141 43,635,266
Deferred income taxes 1,245,371 1,606,168
Prepaid and other current assets   6,578,677     5,034,570  
Total current assets 88,901,210 83,662,858
 
Property and equipment, net 13,629,797 13,763,140
Goodwill 6,349,827 6,349,827
Other intangible assets, net 4,364,728 4,455,978
Other assets   316,706     448,149  
$ 113,562,268   $ 108,679,952  
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 16,264,507 $ 16,412,895
Accrued expenses 5,408,114 6,891,308
Accrued wages, salaries and bonuses 2,080,691 2,647,969
Income taxes payable 491,450 1,603,614
Current maturities of long-term debt   343,777     341,190  
Total current liabilities 24,588,539 27,896,976
 
Credit facility 20,812,554 15,081,783
Deferred income taxes 3,502,668 3,484,204
Long-term debt, less current maturities 3,648,704 3,735,702
Other long-term liabilities 136,991 139,003
 

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 December 2014 and September 2014.

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 both December 2014 and September 2014, and a total liquidation preference of $0.4 million at both December 2014 and September 2014.

400,000 400,000
 

Shareholders’ equity:

Preferred stock, $.01 par value, 1,000,000 shares authorized, 116,000 shares outstanding and issued in Series A and B referred to above

— —

Common stock, $.01 par value, 3,000,000 shares authorized, 615,822 shares outstanding at December 2014 and 602,411 shares outstanding at September 2014

6,811 6,677
Additional paid-in capital 14,721,867 13,571,909
Retained earnings 49,209,637 47,829,201
Treasury stock at cost   (5,965,503 )   (5,965,503 )
Total shareholders’ equity   57,972,812     55,442,284  
$ 113,562,268   $ 108,679,952  
 

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2014 and 2013

   
2014 2013
Sales (including excise taxes of $96.9 million and $97.3 million at December 2014 and December 2013, respectively) $ 315,433,476 $ 305,625,557
Cost of sales   295,906,944     285,984,494  
Gross profit   19,526,532     19,641,063  
 
Selling, general and administrative expenses 16,181,122 16,492,263
Depreciation and amortization   576,305     624,040  
  16,757,427     17,116,303  
Operating income   2,769,105     2,524,760  
Other expense (income):
Interest expense 237,142 301,995
Other (income), net   (7,067 )   (30,231 )
  230,075     271,764  
Income from operations before income tax expense 2,539,030 2,252,996
Income tax expense   993,000     965,000  
Net income 1,546,030 1,287,996
Preferred stock dividend requirements   (49,177 )   (49,177 )
Net income available to common shareholders $ 1,496,853   $ 1,238,819  
 
 
Basic earnings per share available to common shareholders $ 2.44 $ 1.99
Diluted earnings per share available to common shareholders 2.11 1.73
 
Basic weighted average shares outstanding 612,560 622,226
Diluted weighted average shares outstanding 734,256 744,568
 
   

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2014 and 2013

 
2014 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,546,030 $ 1,287,996

Adjustments to reconcile net income from operations to net cash flows from operating activities:

Depreciation 485,055 532,790
Amortization 91,250 91,250
(Gain) loss on sale of property and equipment 12,036 (7,704 )
Equity-based compensation 289,551 342,160
Deferred income taxes 379,261 484,838
Provision for losses on doubtful accounts 186,750 130,000
Provision for losses on inventory obsolescence 10,420 38,803
Other (2,012 ) (2,011 )
 
Changes in assets and liabilities:
Accounts receivable (308,132 ) (3,838,855 )
Inventories (3,870,295 ) (4,900,694 )
Prepaid and other current assets (1,544,107 ) (2,030,838 )
Other assets 131,443 64,798
Accounts payable (174,140 ) 995
Accrued expenses and accrued wages, salaries and bonuses (1,033,434 ) (928,307 )
Income tax payable   (1,112,164 )   (1,669,022 )
Net cash flows from operating activities (4,912,488 ) (10,403,801 )
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (340,796 ) (985,678 )
Proceeds from sales of property and equipment   2,800     9,320  
Net cash flows from investing activities (337,996 ) (976,358 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on bank credit agreements 5,730,771 13,908,025
Principal payments on long-term debt (84,411 ) (302,076 )
Repurchase of common stock and Series B Convertible Preferred Stock ― (1,941,918 )
Dividends paid on convertible preferred stock (49,177 ) (49,177 )
Dividends on common stock (116,417 ) (120,628 )
Withholdings on the exercise of equity-based awards   (156,497 )   (62,713 )
Net cash flows from financing activities   5,324,269     11,431,513  
 
Net change in cash

73,785

51,354

 

Cash, beginning of period

  99,922     275,036  
Cash, end of period $ 173,707   $ 326,390  
 
 
 
2014 2013
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 223,385 $ 274,796
Cash paid during the period for income taxes 1,725,903 2,149,184
 
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable $ 60,737 $ 60,332
Issuance of common stock in connection with the vesting and exercise of equity-based awards. 1,240,842 1,154,869
 

CONTACT:
AMCON Distributing Company
Christopher H. Atayan, 402-331-3727

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