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 17, 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 July 17, 2015, the Company issued a press release announcing financial results for its third fiscal quarter ended June 30, 2015. 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 17, 2015, issued by AMCON Distributing Company announcing financial results for its third fiscal quarter ended June 30, 2015.

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:

July 17, 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 $2.69 for the Quarter Ended June 30, 2015

OMAHA, Neb.--(BUSINESS WIRE)--July 17, 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 $2.69 on net income available to common shareholders of $1.9 million for the fiscal quarter ended June 30, 2015.

“We are diligently implementing our focused business strategy. The central elements of this plan are liquidity management, technology development, and foodservice expansion. Our goal is to enhance our customers’ experience and increase their profitability. We believe our philosophy has enabled us to build long-term relationships and maintain a leadership position in the industry,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We are committed to making the capital investments necessary to compete at the highest level and are actively seeking acquisitions that can benefit from our extensive platform of services.”

“Our recent investments in facilities and our refrigerated fleet have positioned us well as we enter the seasonally strong summer months for the industry. Our management team remains highly engaged with our customers as we develop programs and services designed to grow their revenues and profitability,” said Kathleen M. Evans, President of AMCON’s Wholesale Distribution Segment.

“The retail health food environment in the markets we operate remains highly competitive. Both national and regional chains are pursuing aggressive expansion efforts and continue to open new stores. Our management team has been focused on a variety of initiatives designed to enhance the operating economics of each retail store. These efforts include a targeted focus on the major business drivers such as inventory rationalization, merchandising, store staffing mix, and expense management,” said Eric Hinkefent, President of AMCON’s Retail Health Food Segment.

Each of AMCON’s business segments reported solid quarters. The wholesale distribution segment reported revenues of $326.7 million and operating income before depreciation and amortization of $5.5 million for the third fiscal quarter of 2015. The retail health food segment reported revenues of $7.7 million and operating income before depreciation and amortization of $0.2 million for the same period.

“Solid working capital management is critical in the industries in which we operate which is why we make significant investments in operations, logistics, technology, financial reporting and cash management,” said Andrew C. Plummer, AMCON’s Chief Financial Officer. Plummer added, “These investments support our working capital growth as we seek opportunities to continue to use our liquidity to our benefit.” We were pleased to close the June 30, 2015 quarter with shareholders’ equity of $60.4 million and consolidated debt of $18.1 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
June 30, 2015 and September 30, 2014
       
June September
2015 2014
(Unaudited)
ASSETS
Current assets:
Cash $ 149,857 $ 99,922
Accounts receivable, less allowance for doubtful accounts of $1.0 million and $0.8 million at June 2015 and September 2014, respectively 33,301,156 33,286,932
Inventories, net 49,896,207 43,635,266
Deferred income taxes 1,550,877 1,606,168
Prepaid and other current assets   4,092,039     5,034,570  
Total current assets 88,990,136 83,662,858
 
Property and equipment, net 13,084,440 13,763,140
Goodwill 6,349,827 6,349,827
Other intangible assets, net 4,182,228 4,455,978
Other assets   329,618     448,149  
$ 112,936,249   $ 108,679,952  
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 16,629,153 $ 16,412,895
Accrued expenses 7,350,570 6,891,308
Accrued wages, salaries and bonuses 3,335,949 2,647,969
Income taxes payable 581,042 1,603,614
Current maturities of long-term debt   348,710     341,190  
Total current liabilities 28,245,424 27,896,976
 
Credit facility 14,307,224 15,081,783
Deferred income taxes 3,562,406 3,484,204
Long-term debt, less current maturities 3,473,025 3,735,702
Other long-term liabilities 36,871 139,003

Series A cumulative, convertible preferred stock, $.01 par value 100,000 shares authorized, issued, and outstanding, and a total liquidation preference of $2.5 million at both June 2015 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 June 2015 and September 2014, and a total liquidation preference of $0.4 million at both June 2015 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 June 2015 and 602,411 shares outstanding at September 2014

6,811 6,677
Additional paid-in capital 14,723,863 13,571,909
Retained earnings 51,646,128 47,829,201
Treasury stock at cost   (5,965,503 )   (5,965,503 )
Total shareholders’ equity   60,411,299     55,442,284  
$ 112,936,249   $ 108,679,952  
 
 
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and nine months ended June 30, 2015 and 2014
       
For the three months For the nine months
ended June ended June
2015     2014 2015     2014
Sales (including excise taxes of $101.5 million and $100.4 million, and $285.9 million and $283.5 million, respectively) $ 334,456,509 $ 322,647,624 $ 937,333,849 $ 900,694,969
Cost of sales   314,957,889     303,353,020     880,575,362     844,139,340  
Gross profit   19,498,620     19,294,604     56,758,487     56,555,629  
 

Selling, general and administrative expenses

15,405,676 16,295,082 47,072,555 48,599,519
Depreciation and amortization   542,307     557,736     1,709,469     1,810,610  
  15,947,983     16,852,818     48,782,024     50,410,129  
Operating income   3,550,637     2,441,786     7,976,463     6,145,500  
 
Other expense (income):
Interest expense 242,266 228,827 673,783 753,446
Other (income), net   (20,853 )   (37,473 )   (63,907 )   (106,659 )
  221,413     191,354     609,876     646,787  
Income from operations before income tax expense 3,329,224 2,250,432 7,366,587 5,498,713
Income tax expense   1,333,000     990,000     3,055,000     2,419,000  
Net income 1,996,224 1,260,432 4,311,587 3,079,713
Preferred stock dividend requirements   (48,643 )   (48,643 )   (145,928 )   (145,928 )
Net income available to common shareholders $ 1,947,581   $ 1,211,789   $ 4,165,659   $ 2,933,785  
 
 
Basic earnings per share available to common shareholders $ 3.16 $ 2.00 $ 6.78 $ 4.79
Diluted earnings per share available to common shareholders $ 2.69 $ 1.73 $ 5.85 $ 4.18
 
Basic weighted average shares outstanding 615,822 605,319 614,723 613,032
Diluted weighted average shares outstanding 741,183 729,978 737,325 736,531
 
 
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine months ended June 30, 2015 and 2014
       
2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,311,587 $ 3,079,713

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

Depreciation 1,435,719 1,536,860
Amortization 273,750 273,750
(Gain) loss on sale of property and equipment 5,103 (42,745 )
Equity-based compensation 910,920 1,025,694
Deferred income taxes 133,493 421,934
Provision for losses on doubtful accounts 193,000 63,000
Provision for losses on inventory obsolescence 132,793 15,878
Other (6,034 ) (6,034 )
 
Changes in assets and liabilities:
Accounts receivable (207,224 ) (1,379,031 )
Inventories (6,393,734 ) (1,572,589 )
Prepaid and other current assets 942,531 (2,048,389 )
Other assets 118,531 31,892
Accounts payable 242,760 598,939
Accrued expenses and accrued wages, salaries and bonuses 1,505,917 805,286
Income tax payable   (1,022,572 )   (1,589,747 )
Net cash flows from operating activities   2,576,540     1,214,411  

 

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (812,624 ) (2,337,626 )
Proceeds from sales of property and equipment 24,000 47,969
Acquisition   —     (996,803 )
Net cash flows from investing activities   (788,624 )   (3,286,460 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) borrowings on bank credit agreements (774,559 ) 6,322,689
Principal payments on long-term debt (255,157 ) (915,350 )
Repurchase of Series B Convertible Preferred Stock and common stock — (2,648,318 )
Dividends paid on convertible preferred stock (145,928 ) (145,928 )
Dividends on common stock (348,732 ) (353,806 )
Withholdings on the exercise of equity-based awards   (213,605 )   (128,523 )
Net cash flows from financing activities   (1,737,981 )   2,130,764  
 
Net change in cash 49,935 58,715

Cash, beginning of period

  99,922     275,036  
Cash, end of period $ 149,857   $ 333,751  
 
 
2015 2014
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 677,163 $ 751,909
Cash paid during the period for income taxes 3,944,080 3,586,813
 
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable 8,483 62,414

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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