8-K
Amcon Distributing Co (DIT)
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) April 19, 2021 | ||
|---|---|---|
| AMCON DISTRIBUTING COMPANY | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 1-15589 | 47-0702918 |
| --- | --- | --- |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 7405 Irvington Road, Omaha NE 68122 | ||
| --- | ||
| (Address of principal executive offices) (Zip Code) | ||
| Registrant’s telephone number, including area code: 402-331-3727 | ||
| 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 CFO 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | DIT | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 19, 2021 the Company issued a press release announcing financial results for its second fiscal quarter ended March 31, 2021. 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 April 19, 2021, issued by AMCON Distributing Company announcing financial results for its second fiscal quarter ended March 31, 2021.
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: April 19, 2021 | /s/ Charles J. Schmaderer | |
| Name: Charles J. Schmaderer | ||
| Title: Vice President, Chief Financial Officer and Secretary |
3
Exhibit 99.1
AMCON Distributing Company Reports Results for the Quarter Ended March 31, 2021
OMAHA, Neb.--(BUSINESS WIRE)--April 19, 2021--AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska based consumer products company, is pleased to announce fully diluted earnings per share of $4.33 on net income available to common shareholders of $2.4 million for its second fiscal quarter ended March 31, 2021.
“We are pleased with our results for the second fiscal quarter. AMCON takes a long-term strategic view to the operation of our business. Providing our valued partners with the highest level of service guides our focus on a daily basis. Our outstanding team of associates work tirelessly to provide value to the customers and communities we serve,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. Mr. Atayan further noted, “AMCON continues to seek out acquisition opportunities for distributors who want to align with our growing platform and customer centric management philosophy.”
The wholesale distribution segment reported revenues of $366.2 million and operating income of $4.4 million for the second quarter of fiscal 2021. The retail health food segment reported revenues of $12.3 million and operating income of $0.7 million for the second quarter of fiscal 2021.
“Supply chain management is an essential element of servicing our customers in this challenging environment. Our proprietary technology platforms and state-of-the-art foodservice programs are tools we use to enhance our customers’ profitability. Our customer base continues to grow geographically and AMCON is deploying the capital and human resources necessary to support this growth in a collaborative fashion,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer further noted, “We are actively searching for facilities in, and adjacent to, the geographic markets we serve.”
Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “AMCON is pleased with the progress of our strategic investment in Team Sledd, LLC. We ended the quarter with $67.8 million of shareholders’ equity and continue to relentlessly focus on maintaining high levels of liquidity in our business to support operations and our growth initiatives.”
AMCON’s Healthy Edge Retail Group plays an important role in the health and wellness of the communities it serves. Throughout the pandemic, our management team has worked diligently to offer a continuous and safe shopping experience for customers. Our long term relationship with the organic/natural products vendor community has enabled our stores to meet the demands of our customers for total wellness solutions. Our strategy is to offer a broad selection of the highest quality organic and natural merchandise available supported by a high degree of customer service not found at other big box retailers within our industry.
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 twenty (20) health and natural product retail stores in the Midwest and Florida. The retail stores operate under the names Akin’s Natural Foods www.akins.com in its Midwest market, and Chamberlin's Natural Foods www.chamberlins.com and Earth Origins Market www.earthoriginsmarket.com in its Florida market.
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 <br> Condensed Consolidated Balance Sheets <br> March 31, 2021 and September 30, 2020 | |||||
|---|---|---|---|---|---|
| September | |||||
| 2020 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash | 616,109 | $ | 661,195 | ||
| Accounts receivable, less allowance for doubtful accounts of 0.9 million at March 2021 and September 2020 | 32,883,402 | 34,278,429 | |||
| Inventories, net | 81,088,400 | 98,971,773 | |||
| Income taxes receivable | 85,705 | — | |||
| Prepaid and other current assets | 6,188,097 | 2,091,645 | |||
| Total current assets | 120,861,713 | 136,003,042 | |||
| Property and equipment, net | 16,670,297 | 17,497,274 | |||
| Operating lease right-of-use assets, net | 17,588,664 | 18,936,126 | |||
| Note receivable | 3,500,000 | 3,500,000 | |||
| Goodwill | 4,436,950 | 4,436,950 | |||
| Other intangible assets, net | 500,000 | 500,000 | |||
| Equity method investment | 7,606,925 | 6,744,095 | |||
| Other assets | 360,459 | 383,786 | |||
| Total assets | 171,525,008 | $ | 188,001,273 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 22,553,918 | $ | 22,108,299 | ||
| Accrued expenses | 8,737,907 | 8,306,160 | |||
| Accrued wages, salaries and bonuses | 3,656,777 | 4,761,020 | |||
| Income taxes payable | — | 567,408 | |||
| Current operating lease liabilities | 5,744,143 | 5,607,098 | |||
| Current maturities of long-term debt | 516,189 | 516,850 | |||
| Total current liabilities | 41,208,934 | 41,866,835 | |||
| Credit facility | 42,109,177 | 61,971,682 | |||
| Deferred income tax liability, net | 1,854,823 | 1,806,575 | |||
| Long-term operating lease liabilities | 12,438,764 | 14,028,606 | |||
| Long-term debt, less current maturities | 5,371,889 | 2,608,794 | |||
| Other long-term liabilities | 757,387 | 927,241 | |||
| Shareholders’ equity: | |||||
| Preferred stock, .01 par value, 1,000,000 shares authorized | — | — | |||
| Common stock, .01 par value, 3,000,000 shares authorized, 551,369 shares outstanding at March 2021 and 537,715 shares outstanding at September 2020 | 8,834 | 8,697 | |||
| Additional paid-in capital | 24,917,765 | 24,282,058 | |||
| Retained earnings | 73,724,722 | 71,362,334 | |||
| Treasury stock at cost | (30,867,287 | ) | (30,861,549 | ) | |
| Total shareholders’ equity | 67,784,034 | 64,791,540 | |||
| Total liabilities and shareholders’ equity | 171,525,008 | $ | 188,001,273 |
All values are in US Dollars.
| AMCON Distributing Company and Subsidiaries<br> <br>Condensed Consolidated Unaudited Statements of Operations<br><br> <br>for the three and six months ended March 31, 2021 and 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended March | For the six months ended March | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Sales (including excise taxes of $92.0 million and $87.5 million, and $192.5 million and $181.5 million, respectively) | $ | 378,513,490 | $ | 337,886,516 | $ | 783,258,263 | $ | 697,987,619 | ||||
| Cost of sales | 355,540,704 | 317,193,063 | 736,823,498 | 656,449,455 | ||||||||
| Gross profit | 22,972,786 | 20,693,453 | 46,434,765 | 41,538,164 | ||||||||
| Selling, general and administrative expenses | 19,022,167 | 18,512,890 | 37,621,983 | 37,465,626 | ||||||||
| Depreciation and amortization | 779,925 | 790,901 | 1,554,210 | 1,516,361 | ||||||||
| 19,802,092 | 19,303,791 | 39,176,193 | 38,981,987 | |||||||||
| Operating income | 3,170,694 | 1,389,662 | 7,258,572 | 2,556,177 | ||||||||
| Other expense (income): | ||||||||||||
| Interest expense | 310,543 | 387,263 | 686,973 | 859,686 | ||||||||
| Other (income), net | (84,265 | ) | (29,920 | ) | (126,088 | ) | (36,697 | ) | ||||
| 226,278 | 357,343 | 560,885 | 822,989 | |||||||||
| Income from operations before income taxes | 2,944,416 | 1,032,319 | 6,697,687 | 1,733,188 | ||||||||
| Income tax expense | 829,000 | 333,000 | 1,840,000 | 582,000 | ||||||||
| Equity method investment earnings, net of tax | 313,492 | — | 648,831 | — | ||||||||
| Net income available to common shareholders | $ | 2,428,908 | $ | 699,319 | $ | 5,506,518 | $ | 1,151,188 | ||||
| Basic earnings per share available to common shareholders | $ | 4.41 | $ | 1.24 | $ | 10.02 | $ | 2.04 | ||||
| Diluted earnings per share available to common shareholders | $ | 4.33 | $ | 1.22 | $ | 9.87 | $ | 2.02 | ||||
| Basic weighted average shares outstanding | 551,369 | 565,697 | 549,729 | 564,129 | ||||||||
| Diluted weighted average shares outstanding | 560,941 | 571,852 | 557,741 | 569,856 | ||||||||
| Dividends declared and paid per common share | $ | 5.18 | $ | 0.46 | $ | 5.36 | $ | 0.64 |
| AMCON Distributing Company and Subsidiaries<br> <br>Condensed Consolidated Unaudited Statements of Shareholders’ Equity<br><br> <br>for the three and six months ended March 31, 2021 and 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional | |||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | ||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | |||||||||||
| THREE MONTHS ENDED MARCH 2020 | |||||||||||||||||
| Balance, January 1, 2020 | 869,367 | $ | 8,692 | (303,534 | ) | $ | (28,840,011 | ) | $ | 24,192,954 | $ | 66,592,637 | $ | 61,954,272 | |||
| Dividends on common stock, $0.18 per share | — | — | — | — | — | (107,056 | ) | (107,056 | ) | ||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | — | — | — | — | 31,191 | — | 31,191 | ||||||||||
| Repurchase of common stock | — | — | (307 | ) | (23,643 | ) | — | — | (23,643 | ) | |||||||
| Net income | — | — | — | — | — | 699,319 | 699,319 | ||||||||||
| Balance, March 31, 2020 | 869,367 | $ | 8,692 | (303,841 | ) | $ | (28,863,654 | ) | $ | 24,224,145 | $ | 67,184,900 | $ | 62,554,083 | |||
| THREE MONTHS ENDED MARCH 2021 | |||||||||||||||||
| Balance, January 1, 2021 | 883,589 | $ | 8,834 | (332,220 | ) | $ | (30,867,287 | ) | $ | 25,007,239 | $ | 71,401,400 | $ | 65,550,186 | |||
| Dividends on common stock, $0.18 per share | — | — | — | — | — | (105,586 | ) | (105,586 | ) | ||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | — | — | — | — | (89,474 | ) | — | (89,474 | ) | ||||||||
| Repurchase of common stock | — | — | — | — | — | — | — | ||||||||||
| Net income | — | — | — | — | — | 2,428,908 | 2,428,908 | ||||||||||
| Balance, March 31, 2021 | 883,589 | $ | 8,834 | (332,220 | ) | $ | (30,867,287 | ) | $ | 24,917,765 | $ | 73,724,722 | $ | 67,784,034 | |||
| Additional | |||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | ||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | |||||||||||
| SIX MONTHS ENDED MARCH 2020 | |||||||||||||||||
| Balance, October 1, 2019 | 856,039 | $ | 8,561 | (303,425 | ) | $ | (28,831,855 | ) | $ | 23,165,639 | $ | 66,414,397 | $ | 60,756,742 | |||
| Dividends on common stock, $0.64 per share | — | — | — | — | — | (380,685 | ) | (380,685 | ) | ||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | 13,328 | 131 | — | — | 1,058,506 | — | 1,058,637 | ||||||||||
| Repurchase of common stock | — | — | (416 | ) | (31,799 | ) | — | — | (31,799 | ) | |||||||
| Net income | — | — | — | — | — | 1,151,188 | 1,151,188 | ||||||||||
| Balance, March 31, 2020 | 869,367 | $ | 8,692 | (303,841 | ) | $ | (28,863,654 | ) | $ | 24,224,145 | $ | 67,184,900 | $ | 62,554,083 | |||
| SIX MONTHS ENDED MARCH 2021 | |||||||||||||||||
| Balance, October 1, 2020 | 869,867 | $ | 8,697 | (332,152 | ) | $ | (30,861,549 | ) | $ | 24,282,058 | $ | 71,362,334 | $ | 64,791,540 | |||
| Dividends on common stock, $5.36 per share | — | — | — | — | — | (3,144,130 | ) | (3,144,130 | ) | ||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | 13,722 | 137 | — | — | 635,707 | — | 635,844 | ||||||||||
| Repurchase of common stock | — | — | (68 | ) | (5,738 | ) | — | — | (5,738 | ) | |||||||
| Net income | — | — | — | — | — | 5,506,518 | 5,506,518 | ||||||||||
| Balance, March 31, 2021 | 883,589 | $ | 8,834 | (332,220 | ) | $ | (30,867,287 | ) | $ | 24,917,765 | $ | 73,724,722 | $ | 67,784,034 |
| AMCON Distributing Company and Subsidiaries<br> <br>Condensed Consolidated Unaudited Statements of Cash Flows<br><br> <br>for the six months ended March 31, 2021 and 2020 | ||||||
|---|---|---|---|---|---|---|
| March | March | |||||
| 2021 | 2020 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income | $ | 5,506,518 | $ | 1,151,188 | ||
| Adjustments to reconcile net income from operations to net cash flows from (used in) operating activities: | ||||||
| Depreciation | 1,554,210 | 1,516,361 | ||||
| Equity method investment earnings, net of tax | (648,831 | ) | — | |||
| (Gain) loss on sales of property and equipment | (1,374 | ) | 33,642 | |||
| Equity-based compensation | 833,624 | 446,114 | ||||
| Deferred income taxes | 48,248 | 102,163 | ||||
| Provision for losses on doubtful accounts | 5,000 | 390,000 | ||||
| Inventory allowance | 110,769 | 55,746 | ||||
| Other | — | (42,011 | ) | |||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | 1,390,027 | (3,535,875 | ) | |||
| Inventories | 17,772,604 | 17,375,263 | ||||
| Prepaid and other current assets | (4,096,452 | ) | (100,883 | ) | ||
| Other assets | 23,327 | (133,074 | ) | |||
| Accounts payable | 429,389 | 4,401,077 | ||||
| Accrued expenses and accrued wages, salaries and bonuses | (610,589 | ) | (1,432,939 | ) | ||
| Other long-term liabilities | (169,854 | ) | — | |||
| Income taxes payable and receivable | (867,112 | ) | 178,013 | |||
| Net cash flows from (used in) operating activities | 21,279,504 | 20,404,785 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of property and equipment | (720,567 | ) | (2,245,139 | ) | ||
| Proceeds from sales of property and equipment | 10,938 | — | ||||
| Net cash flows from (used in) investing activities | (709,629 | ) | (2,245,139 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Borrowings under revolving credit facility | 771,182,879 | 680,161,101 | ||||
| Repayments under revolving credit facility | (791,045,384 | ) | (697,319,735 | ) | ||
| Proceeds from borrowings on long-term debt | 3,000,000 | — | ||||
| Principal payments on long-term debt | (237,566 | ) | (264,275 | ) | ||
| Repurchase of common stock | (5,738 | ) | (31,799 | ) | ||
| Dividends on common stock | (3,144,130 | ) | (380,685 | ) | ||
| Settlement and withholdings of equity-based awards | (365,022 | ) | — | |||
| Net cash flows from (used in) financing activities | (20,614,961 | ) | (17,835,393 | ) | ||
| Net change in cash | (45,086 | ) | 324,253 | |||
| Cash, beginning of period | 661,195 | 337,704 | ||||
| Cash, end of period | $ | 616,109 | $ | 661,957 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid during the period for interest | $ | 690,134 | $ | 927,322 | ||
| Cash paid during the period for income taxes | 2,658,865 | 301,824 | ||||
| Supplemental disclosure of non-cash information: | ||||||
| Equipment acquisitions classified in accounts payable | $ | 16,230 | $ | 6,583 | ||
| Issuance of common stock in connection with the vesting and exercise of equity-based awards | 949,812 | 990,653 |
Contacts
Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727