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 20, 2020
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 20, 2020 the Company issued a press release announcing financial results for its second fiscal quarter ended March 31, 2020. 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 20, 2020, issued by AMCON Distributing Company announcing financial results for its<br> second fiscal quarter ended March 31, 2020. |
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 20, 2020 | /s/ Andrew C. Plummer |
| Name: Andrew C. Plummer | |
| Title: President & Chief Financial Officer |
3
Exhibit 99.1
AMCON Distributing Company Reports Results for the Quarter Ended March 31, 2020
OMAHA, Neb.--(BUSINESS WIRE)--April 20, 2020--AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $1.22 on net income available to common shareholders of $0.7 million for its second fiscal quarter ended March 31, 2020.
“Both of AMCON’s business segments are open for business. We are fully committed to our employees’ and customers’ success and safety during the rapidly evolving COVID-19 situation. While many of the states in which we operate have shelter in place orders, AMCON is an essential service provider and a key component of the United States supply chain as a distributor to convenience stores, truck stops, rural grocery stores as well as our role as a health food retailer,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. Atayan also noted, “Our Bank Group provided an expanded 5-year credit facility and on April 1, 2020 we successfully closed on our investment in Team Sledd, both of which further our long term strategic objectives. We welcome all the Team Sledd Associates, Customers and Vendors to the AMCON Community.”
“AMCON’s deepest sympathies go out to all who have been impacted by the coronavirus outbreaks. We want to thank our Associates who worked tirelessly during these challenging times to ensure our customers and communities had the essential products and supplies they need. Our management teams’ first priority is to maintain the continuity of our workforce and our employee’s safety in order to best serve our customers’ interests. Our team has worked diligently addressing simultaneous supply chain challenges that impacted the entire United States as several industry suppliers’ temporarily shut down during the COVID-19 crisis,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Plummer also noted, “Our team built and operated a Virtual Trade Show on short notice, as the governmental restrictions on large meetings made the traditional Spring Trade Show not possible. The customer response to the Virtual Trade Show was excellent and we built solid momentum going forward. We were pleased to close March 31, 2020 with shareholders’ equity of $62.6 million and consolidated debt of $46.6 million.”
The wholesale distribution segment reported revenues of $324.9 million and operating income of $2.9 million for the second quarter of fiscal 2020. The retail health food segment reported revenues of $13.0 million and operating income of $0.1 million for the second quarter of fiscal 2020.
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’s Healthy Edge Retail Group also operates twenty-one (21) 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, 2020 and September 30, 2019 | |||
|---|---|---|---|
| September | |||
| 2019 | |||
| ASSETS | |||
| Current assets: | |||
| Cash | 661,957 | $ | 337,704 |
| Accounts receivable, less allowance for doubtful accounts of 1.3 million at March 2020 and 0.9 million at September 2019 | 27,811,495 | 24,665,620 | |
| Inventories, net | 84,912,508 | 102,343,517 | |
| Income taxes receivable | 172,365 | 350,378 | |
| Prepaid and other current assets | 6,986,997 | 7,148,459 | |
| Total current assets | 120,545,322 | 134,845,678 | |
| Property and equipment, net | 18,287,881 | 17,655,415 | |
| Operating lease right-of-use assets, net | 19,689,507 | — | |
| Goodwill | 4,436,950 | 4,436,950 | |
| Other intangible assets, net | 500,000 | 500,000 | |
| Other assets | 406,653 | 273,579 | |
| Total assets | 163,866,313 | $ | 157,711,622 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 22,985,979 | $ | 18,647,572 |
| Accrued expenses | 6,650,445 | 8,577,972 | |
| Accrued wages, salaries and bonuses | 3,107,209 | 3,828,847 | |
| Current operating lease liabilities | 5,433,800 | — | |
| Current maturities of long-term debt | 542,004 | 532,747 | |
| Total current liabilities | 38,719,437 | 31,587,138 | |
| Credit facility | 43,218,080 | 60,376,714 | |
| Deferred income tax liability, net | 1,925,536 | 1,823,373 | |
| Long-term operating lease liabilities | 14,597,065 | — | |
| Long-term debt, less current maturities | 2,852,112 | 3,125,644 | |
| Other long-term liabilities | — | 42,011 | |
| Shareholders’ equity: | |||
| Preferred stock, .01 par value, 1,000,000 shares authorized | — | — | |
| Common stock, .01 par value, 3,000,000 shares authorized, 565,526 shares outstanding at March 2020 and 552,614 shares outstanding at September 2019 | 8,692 | 8,561 | |
| Additional paid-in capital | 24,224,145 | 23,165,639 | |
| Retained earnings | 67,184,900 | 66,414,397 | |
| Treasury stock at cost | (28,863,654) | (28,831,855) | |
| Total shareholders’ equity | 62,554,083 | 60,756,742 | |
| Total liabilities and shareholders’ equity | 163,866,313 | $ | 157,711,622 |
All values are in US Dollars.
| AMCON Distributing Company and Subsidiaries<br><br> <br>Condensed Consolidated Unaudited Statements of Operations<br><br> <br>for the three and six months ended March 31, 2020 and 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| For the three months ended March | For the six months ended March | |||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Sales (including excise taxes of $87.5 million and $82.9 million, and $181.5 million and $175.9 million, respectively) | $ | 337,886,516 | $ | 310,715,873 | $ | 697,987,619 | $ | 655,449,793 |
| Cost of sales | 317,193,063 | 290,126,453 | 656,449,455 | 614,228,235 | ||||
| Gross profit | 20,693,453 | 20,589,420 | 41,538,164 | 41,221,558 | ||||
| Selling, general and administrative expenses | 18,512,890 | 17,391,681 | 37,465,626 | 35,348,896 | ||||
| Depreciation and amortization | 790,901 | 641,228 | 1,516,361 | 1,249,236 | ||||
| 19,303,791 | 18,032,909 | 38,981,987 | 36,598,132 | |||||
| Operating income | 1,389,662 | 2,556,511 | 2,556,177 | 4,623,426 | ||||
| Other expense (income): | ||||||||
| Interest expense | 387,263 | 396,576 | 859,686 | 719,526 | ||||
| Other (income), net | (29,920) | (36,280) | (36,697) | (39,636) | ||||
| 357,343 | 360,296 | 822,989 | 679,890 | |||||
| Income from operations before income taxes | 1,032,319 | 2,196,215 | 1,733,188 | 3,943,536 | ||||
| Income tax expense | 333,000 | 673,000 | 582,000 | 1,175,000 | ||||
| Net income available to common shareholders | $ | 699,319 | $ | 1,523,215 | $ | 1,151,188 | $ | 2,768,536 |
| Basic earnings per share available to common shareholders | $ | 1.24 | $ | 2.49 | $ | 2.04 | $ | 4.50 |
| Diluted earnings per share available to common shareholders | $ | 1.22 | $ | 2.45 | $ | 2.02 | $ | 4.44 |
| Basic weighted average shares outstanding | 565,697 | 611,824 | 564,129 | 614,874 | ||||
| Diluted weighted average shares outstanding | 571,852 | 620,769 | 569,856 | 623,848 | ||||
| Dividends declared and paid per common share | $ | 0.46 | $ | 0.46 | $ | 0.64 | $ | 0.64 |
| AMCON Distributing Company and Subsidiaries<br><br> <br>Condensed Consolidated Unaudited Statements of Shareholders’ Equity<br><br> <br>for the three and six months ended March 31, 2020 and 2019 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional | ||||||||||||
| Common Stock | Treasury Stock | Paid in | Retained | |||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||
| THREE MONTHS ENDED MARCH 2019 | ||||||||||||
| Balance, January 1, 2019 | 856,039 | $ | 8,561 | (238,744) | $ | (22,242,837) | $ | 23,110,713 | $ | 64,796,415 | $ | 65,672,852 |
| Dividends on common stock, $0.18 per share | — | — | — | — | — | (116,164) | (116,164) | |||||
| Compensation expense and issuance of stock in connection with equity-based awards | — | — | — | — | 37,659 | — | 37,659 | |||||
| Repurchase of common stock | — | — | (24,527) | (2,268,761) | — | — | (2,268,761) | |||||
| Net income | — | — | — | — | — | 1,523,215 | 1,523,215 | |||||
| Balance, March 31, 2019 | 856,039 | $ | 8,561 | (263,271) | $ | (24,511,598) | $ | 23,148,372 | $ | 66,203,466 | $ | 64,848,801 |
| 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 |
| Additional | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common Stock | Treasury Stock | Paid in | Retained | |||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||
| SIX MONTHS ENDED MARCH 2019 | ||||||||||||
| Balance, October 1, 2018 | 844,089 | $ | 8,441 | (228,312) | $ | (21,324,752) | $ | 22,069,098 | $ | 63,848,030 | $ | 64,600,817 |
| Dividends on common stock, $0.64 per share | — | — | — | — | — | (413,100) | (413,100) | |||||
| Compensation expense and issuance of stock in connection with equity-based awards | 11,950 | 120 | — | — | 1,079,274 | — | 1,079,394 | |||||
| Repurchase of common stock | — | — | (34,959) | (3,186,846) | — | — | (3,186,846) | |||||
| Net income | — | — | — | — | — | 2,768,536 | 2,768,536 | |||||
| Balance, March 31, 2019 | 856,039 | $ | 8,561 | (263,271) | $ | (24,511,598) | $ | 23,148,372 | $ | 66,203,466 | $ | 64,848,801 |
| 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 |
| AMCON Distributing Company and Subsidiaries<br><br> <br>Condensed Consolidated Unaudited Statements of Cash Flows<br><br> <br>for the six months ended March 31, 2020 and 2019 | ||||
|---|---|---|---|---|
| March | March | |||
| 2020 | 2019 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net income | $ | 1,151,188 | $ | 2,768,536 |
| Adjustments to reconcile net income from operations to net cash flows from (used in) <br><br> operating activities: | ||||
| Depreciation | 1,516,361 | 1,217,986 | ||
| Amortization | — | 31,250 | ||
| Loss (Gain) on sales of property and equipment | 33,642 | (17,832) | ||
| Equity-based compensation | 446,114 | 622,390 | ||
| Deferred income taxes | 102,163 | 226,918 | ||
| Provision for losses on doubtful accounts | 390,000 | 59,000 | ||
| Inventory allowance | 55,746 | 240,699 | ||
| Other | (42,011) | 1,978 | ||
| Changes in assets and liabilities: | ||||
| Accounts receivable | (3,535,875) | 3,353,602 | ||
| Inventories | 17,375,263 | 20,978,357 | ||
| Prepaid and other current assets | (100,883) | (2,402,722) | ||
| Other assets | (133,074) | 7,897 | ||
| Accounts payable | 4,401,077 | (467,687) | ||
| Accrued expenses and accrued wages, salaries and bonuses | (1,432,939) | (2,275,795) | ||
| Income taxes receivable | 178,013 | 273,742 | ||
| Net cash flows from (used in) operating activities | 20,404,785 | 24,618,319 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Purchase of property and equipment | (2,245,139) | (2,159,232) | ||
| Proceeds from sales of property and equipment | — | 23,700 | ||
| Net cash flows from (used in) investing activities | (2,245,139) | (2,135,532) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Borrowings under revolving credit facility | 680,161,101 | 642,850,736 | ||
| Repayments under revolving credit facility | (697,319,735) | (661,055,136) | ||
| Principal payments on long-term debt | (264,275) | (556,969) | ||
| Repurchase of common stock | (31,799) | (3,186,846) | ||
| Dividends on common stock | (380,685) | (413,100) | ||
| Net cash flows from (used in) financing activities | (17,835,393) | (22,361,315) | ||
| Net change in cash | 324,253 | 121,472 | ||
| Cash, beginning of period | 337,704 | 520,644 | ||
| Cash, end of period | $ | 661,957 | $ | 642,116 |
| Supplemental disclosure of cash flow information: | ||||
| Cash paid during the period for interest | $ | 927,322 | $ | 774,784 |
| Cash paid during the period for income taxes | 301,824 | 674,340 | ||
| Supplemental disclosure of non-cash information: | ||||
| Equipment acquisitions classified in accounts payable | $ | 6,583 | $ | 212,800 |
| Issuance of common stock in connection with the vesting and exercise of <br><br> equity-based awards | 990,653 | 1,005,792 |
Contacts
Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727