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 18, 2016



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 18, 2016, the Company issued a press release announcing financial results for its fiscal quarter ended December 31, 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 January 18, 2016, issued by AMCON Distributing Company announcing financial results for its fiscal quarter ended December 31, 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:

January 18, 2016

/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 $1.85 for the Quarter Ended December 31, 2015

OMAHA, Neb.--(BUSINESS WIRE)--January 18, 2016--AMCON Distributing Company (“AMCON”) (NYSE MKT:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $1.85 on net income available to common shareholders of $1.3 million for the fiscal quarter ended December 31, 2015.

“We are pleased with our start to fiscal 2016. Our business strategy is centered on customer service and reliability and enables us to compete well in a challenging environment,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “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 continue to develop our foodservice capabilities. Sales are growing industry wide in this category and we are among the leaders in program development,” 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 were pleased to close the December 31, 2015 quarter with shareholders’ equity of $61.4 million and consolidated debt of $14.8 million,” said Andrew C. Plummer, AMCON’s Chief Financial Officer. Plummer added, “Providing cutting edge technology products to our internal and external customers in a rapidly changing environment requires considerable ongoing investment. We are also driving more miles to serve our customers and investing significant resources in our refrigerated delivery equipment.”

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, 2015 and September 30, 2015
 
    December     September
2015 2015
(Unaudited)
ASSETS
Current assets:
Cash $ 344,467 $ 219,536
Accounts receivable, less allowance for doubtful accounts of $0.9 million at both December 2015 and September 2015 31,410,516 31,866,787
Inventories, net 43,704,180 60,793,478
Deferred income taxes 1,200,581 1,553,726
Income taxes receivable — 113,238
Prepaid and other current assets   6,809,787     2,125,908  
Total current assets 83,469,531 96,672,673
 
Property and equipment, net 12,635,474 12,753,145
Goodwill 6,349,827 6,349,827
Other intangible assets, net 3,999,728 4,090,978
Other assets   279,792     317,184  
$ 106,734,352   $ 120,183,807  
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 15,775,388 $ 17,044,726
Accrued expenses 6,218,204 7,224,963
Accrued wages, salaries and bonuses 1,520,198 3,282,354
Income taxes payable 341,623 —
Current maturities of long-term debt   354,047     351,383  
Total current liabilities 24,209,460 27,903,426
 
Credit facility 11,149,637 20,902,207
Deferred income taxes 3,762,477 3,696,098
Long-term debt, less current maturities 3,294,657 3,384,319
Other long-term liabilities 32,849 34,860
 

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 2015 and September 2015

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 2015 and

September 2015, and a total liquidation preference of $0.4 million at both

December 2015 and September 2015

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, 609,339 shares

outstanding at December 2015 and 621,104 shares outstanding at September 2015

7,197 7,061
Additional paid-in capital 16,677,791 15,509,199
Retained earnings 54,535,923 53,527,606
Treasury stock at cost   (9,835,639 )   (7,680,969 )
Total shareholders’ equity   61,385,272     61,362,897  
$ 106,734,352   $ 120,183,807  
 
 
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2015 and 2014
 
    December 2015     December 2014
Sales (including excise taxes of $97.3 million and $96.9 million at December 2015 and December 2014, respectively) $ 322,008,249 $ 315,433,476
Cost of sales   303,046,345     295,906,944  
Gross profit   18,961,904     19,526,532  
 
Selling, general and administrative expenses 15,845,134 16,181,122
Depreciation and amortization   566,949     576,305  
  16,412,083     16,757,427  
Operating income   2,549,821     2,769,105  
Other expense (income):
Interest expense 212,454 237,142
Other (income), net   (27,255 )   (7,067 )
  185,199     230,075  
Income from operations before income tax expense 2,364,622 2,539,030
Income tax expense   1,009,000     993,000  
Net income 1,355,622 1,546,030
Preferred stock dividend requirements   (49,177 )   (49,177 )
Net income available to common shareholders $ 1,306,445   $ 1,496,853  
 
 
Basic earnings per share available to common shareholders $ 2.09 $ 2.44
Diluted earnings per share available to common shareholders 1.85 2.11
 
Basic weighted average shares outstanding 625,356 612,560
Diluted weighted average shares outstanding 733,484 734,256
 
 
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2015 and 2014
 
    December 2015     December 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,355,622 $ 1,546,030

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

Depreciation 475,699 485,055
Amortization 91,250 91,250
(Gain) loss on sale of property and equipment (11,441 ) 12,036
Equity-based compensation 349,522 289,551
Deferred income taxes 419,524 379,261
Provision for losses on doubtful accounts 8,000 186,750
Provision for losses on inventory obsolescence 44,903 10,420
Other (2,011 ) (2,012 )
 
Changes in assets and liabilities:
Accounts receivable 448,271 (308,132 )
Inventories 17,044,395 (3,870,295 )
Prepaid and other current assets (4,683,879 ) (1,544,107 )
Other assets 37,392 131,443
Accounts payable (1,268,360 ) (174,140 )
Accrued expenses and accrued wages, salaries and bonuses (2,046,917 ) (1,033,434 )
Income taxes payable   454,861     (1,112,164 )
Net cash flows from operating activities 12,716,831 (4,912,488 )
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (361,565 ) (340,796 )
Proceeds from sales of property and equipment   14,000     2,800  
Net cash flows from investing activities (347,565 ) (337,996 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) borrowings on bank credit agreements (9,752,570 ) 5,730,771
Principal payments on long-term debt (86,998 ) (84,411 )
Dividends paid on convertible preferred stock (49,177 ) (49,177 )
Dividends on common stock (119,514 ) (116,417 )
Repurchase of common stock (2,154,670 ) —
Withholdings on the exercise of equity-based awards   (81,406 )   (156,497 )
Net cash flows from financing activities   (12,244,335 )   5,324,269  
Net change in cash

124,931

73,785

Cash, beginning of period

  219,536     99,922  
Cash, end of period $ 344,467   $ 173,707  
 
 
December 2015 December 2014
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 225,512 $ 223,385
Cash paid during the period for income taxes 134,615 1,725,903
 
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable $ 22,351 $ 60,737
Dividends payable 178,614 —
Issuance of common stock in connection with the vesting and exercise of equity-based awards 1,174,981 1,240,842
 

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

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