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) November 9, 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.☐
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
|---|
On November 9, 2020 the Company issued a press release announcing financial results for its fiscal quarter and year ended September 30, 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<br> release, dated November 9, 2020, issued by AMCON Distributing Company announcing financial results for its fiscal quarter and year ended September 30, 2020. |
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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: November 9, 2020 | /s/ Charles J. Schmaderer | |
| Name: | Charles J. Schmaderer | |
| Title: | Vice President, Chief Financial Officer and Secretary |
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Exhibit 99.1
AMCON Distributing Company Reports Results for the Fiscal Year Ended September 30, 2020
OMAHA, Neb.--(BUSINESS WIRE)--November 9, 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 $9.76 on net income available to common shareholders of $5.5 million for the fiscal year ended September 30, 2020. AMCON earned $5.00 per fully diluted share on net income available to common shareholders of $2.8 million for the fourth fiscal quarter ended September 30, 2020.
“We are pleased with our fiscal 2020 results. AMCON’s associates and managers have fully embraced our role as an essential service provider as the nation navigates the COVID-19 pandemic. Our longstanding philosophy and tradition of sustained excellence in customer service has enabled AMCON to provide a consistent and timely flow of goods and services to our customers,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “Notwithstanding the challenging macroeconomic environment, we were able to close on a key long-term strategic investment in Team Sledd, LLC, a leading convenience distributor in the Appalachian region of the United States. This investment has brought a very talented group of associates into the AMCON family and has significantly expanded our geographic footprint. We continue to seek strategic acquisition opportunities for operators who want to align with our customer centric management philosophy.”
The wholesale distribution segment reported revenues of $1.5 billion and operating income of $17.3 million for fiscal 2020, and revenues and operating income of $415.1 million and $6.4 million, respectively, for the fourth fiscal quarter of fiscal 2020. The retail health food segment reported revenues of $46.0 million and an operating loss of $1.8 million for fiscal 2020, and revenues of $11.4 million and an operating loss of $0.6 million for the fourth fiscal quarter of fiscal 2020.
“We continue to anticipate a heightened level of capital expenditures in the coming years as we make targeted investments in our foodservice and technology platforms, expand our geographic reach, and continue to redevelop our retail health food store portfolio. As our customer base grows, we are expanding the territories we serve in support of this growth,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer.
Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “At September 30, 2020, our shareholders’ equity was $64.8 million, resulting in adjusted book value per share of $115.50. During fiscal 2020, we turned our inventory 19 times and ended the year with $65.1 million of consolidated debt. At its lowest point during fiscal 2020, the Company’s total consolidated debt was approximately $22.2 million.” Mr. Schmaderer also added, “We were delighted to renew our long term credit facility with our existing banking group during fiscal 2020. Our banking group has been a long-term partner and supporter of the Company’s strategic growth and expansion 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-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> CONSOLIDATED BALANCE SHEETS | |||||
|---|---|---|---|---|---|
| September | |||||
| 2019 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash | 661,195 | $ | 337,704 | ||
| Accounts receivable, less allowance for doubtful accounts of 0.9 million at September 2020 and September 2019 | 34,278,429 | 24,665,620 | |||
| Inventories, net | 98,971,773 | 102,343,517 | |||
| Income taxes receivable | — | 350,378 | |||
| Prepaid and other current assets | 2,091,645 | 7,148,459 | |||
| Total current assets | 136,003,042 | 134,845,678 | |||
| Property and equipment, net | 17,497,274 | 17,655,415 | |||
| Operating lease right-of-use assets, net | 18,936,126 | — | |||
| Note receivable | 3,500,000 | — | |||
| Goodwill | 4,436,950 | 4,436,950 | |||
| Other intangible assets, net | 500,000 | 500,000 | |||
| Equity method investment | 6,744,095 | — | |||
| Other assets | 383,786 | 273,579 | |||
| Total assets | 188,001,273 | $ | 157,711,622 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 22,108,299 | $ | 18,647,572 | ||
| Accrued expenses | 8,306,160 | 8,577,972 | |||
| Accrued wages, salaries and bonuses | 4,761,020 | 3,828,847 | |||
| Income taxes payable | 567,408 | — | |||
| Current operating lease liabilities | 5,607,098 | — | |||
| Current maturities of long-term debt | 516,850 | 532,747 | |||
| Total current liabilities | 41,866,835 | 31,587,138 | |||
| Credit facility | 61,971,682 | 60,376,714 | |||
| Deferred income tax liability, net | 1,806,575 | 1,823,373 | |||
| Long-term operating lease liabilities | 14,028,606 | — | |||
| Long-term debt, less current maturities | 2,608,794 | 3,125,644 | |||
| Other long-term liabilities | 927,241 | 42,011 | |||
| Shareholders’ equity: | |||||
| Preferred stock, .01 par value, 1,000,000 shares authorized | — | — | |||
| Common stock, .01 par value, 3,000,000 shares authorized, 537,715 shares outstanding at September 2020 and 552,614 shares outstanding at September 2019 | 8,697 | 8,561 | |||
| Additional paid-in capital | 24,282,058 | 23,165,639 | |||
| Retained earnings | 71,362,334 | 66,414,397 | |||
| Treasury stock at cost | (30,861,549 | ) | (28,831,855 | ) | |
| Total shareholders’ equity | 64,791,540 | 60,756,742 | |||
| Total liabilities and shareholders’ equity | 188,001,273 | $ | 157,711,622 |
All values are in US Dollars.
| AMCON Distributing Company and Subsidiaries<br><br> <br>CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
|---|---|---|---|---|---|---|
| Fiscal Years Ended September | ||||||
| 2020 | 2019 | |||||
| Sales (including excise taxes of $393.3 million and $370.2 million, respectively) | $ | 1,521,278,763 | $ | 1,392,388,157 | ||
| Cost of sales | 1,433,544,831 | 1,308,364,726 | ||||
| Gross profit | 87,733,932 | 84,023,431 | ||||
| Selling, general and administrative expenses | 75,051,227 | 72,182,883 | ||||
| Depreciation and amortization | 3,116,449 | 2,617,591 | ||||
| Impairment charges | 485,270 | 2,873,269 | ||||
| 78,652,946 | 77,673,743 | |||||
| Operating income | 9,080,986 | 6,349,688 | ||||
| Other expense (income): | ||||||
| Interest expense | 1,693,251 | 1,598,864 | ||||
| Other (income), net | (114,276 | ) | (61,119 | ) | ||
| 1,578,975 | 1,537,745 | |||||
| Income from operations before income taxes | 7,502,011 | 4,811,943 | ||||
| Income tax expense | 2,143,000 | 1,609,000 | ||||
| Equity method investment earnings, net of tax | 183,579 | — | ||||
| Net income available to common shareholders | $ | 5,542,590 | $ | 3,202,943 | ||
| Basic earnings per share available to common shareholders | $ | 9.88 | $ | 5.36 | ||
| Diluted earnings per share available to common shareholders | $ | 9.76 | $ | 5.25 | ||
| Basic weighted average shares outstanding | 561,166 | 597,961 | ||||
| Diluted weighted average shares outstanding | 567,961 | 609,836 | ||||
| Dividends declared and paid per common share | $ | 1.00 | $ | 1.00 |
| AMCON Distributing Company and Subsidiaries<br><br> <br>CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional | ||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | |||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||
| 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, $1.00 per share | — | — | — | — | — | (636,576) | (636,576) | |||||
| Compensation expense and issuance of stock in connection with equity-based awards | 11,950 | 120 | — | — | 1,096,541 | — | 1,096,661 | |||||
| Repurchase of common stock | — | — | (75,113) | (7,507,103) | — | — | (7,507,103) | |||||
| Net income | — | — | — | — | — | 3,202,943 | 3,202,943 | |||||
| Balance September 30, 2019 | 856,039 | $ | 8,561 | (303,425) | $ | (28,831,855) | $ | 23,165,639 | $ | 66,414,397 | $ | 60,756,742 |
| Dividends on common stock, $1.00 per share | — | — | — | — | — | (594,653) | (594,653) | |||||
| Compensation expense and issuance of stock in connection with equity-based awards | 13,828 | 136 | — | — | 1,116,419 | — | 1,116,555 | |||||
| Repurchase of common stock | — | — | (28,727) | (2,029,694) | — | — | (2,029,694) | |||||
| Net income | — | — | — | — | — | 5,542,590 | 5,542,590 | |||||
| Balance, September 30, 2020 | 869,867 | $ | 8,697 | (332,152) | $ | (30,861,549) | $ | 24,282,058 | $ | 71,362,334 | $ | 64,791,540 |
| AMCON Distributing Company and Subsidiaries<br><br> <br>CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
|---|---|---|---|---|---|---|
| Fiscal Years Ended September | ||||||
| 2020 | 2019 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income | $ | 5,542,590 | $ | 3,202,943 | ||
| Adjustments to reconcile net income from operations to net cash flows from (used in) operating activities: | ||||||
| Depreciation | 3,116,449 | 2,575,924 | ||||
| Amortization | — | 41,667 | ||||
| Equity method investment earnings, net of tax | (183,579 | ) | — | |||
| Impairment charges | 485,270 | 2,873,269 | ||||
| Loss (gain) on sales of property and equipment | 105,039 | (13,775 | ) | |||
| Equity-based compensation | 1,085,287 | 1,299,792 | ||||
| Deferred income taxes | (16,798 | ) | 40,572 | |||
| Provision for losses on doubtful accounts | (21,000 | ) | 21,000 | |||
| Inventory allowance | (322,240 | ) | 560,610 | |||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | (9,591,809 | ) | 6,742,225 | |||
| Inventories | 3,693,984 | (24,034,512 | ) | |||
| Prepaid and other current assets | 4,794,469 | (2,207,684 | ) | |||
| Other assets | (110,207 | ) | 28,214 | |||
| Accounts payable | 3,529,980 | (2,247,262 | ) | |||
| Accrued expenses and accrued wages, salaries and bonuses | 1,353,113 | (262,330 | ) | |||
| Other long-term liabilities | 885,230 | 3,956 | ||||
| Income taxes payable and receivable | 857,270 | (78,266 | ) | |||
| Net cash flows from (used in) operating activities | 15,203,048 | (11,453,657 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of property and equipment | (3,356,573 | ) | (4,438,280 | ) | ||
| Proceeds from sales of property and equipment | 43,600 | 57,200 | ||||
| Investment in equity method investee | (6,500,000 | ) | — | |||
| Issuance of note receivable | (3,500,000 | ) | — | |||
| Net cash flows from (used in) investing activities | (13,312,973 | ) | (4,381,080 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Borrowings under revolving credit facility | 1,515,476,055 | 1,427,544,804 | ||||
| Repayments under revolving credit facility | (1,513,881,087 | ) | (1,402,596,687 | ) | ||
| Principal payments on long-term debt | (532,747 | ) | (1,096,306 | ) | ||
| Proceeds from exercise of stock options | 25,750 | — | ||||
| Repurchase of common stock | (2,029,694 | ) | (7,507,103 | ) | ||
| Dividends on common stock | (594,653 | ) | (636,576 | ) | ||
| Settlement and withholdings of equity-based awards | (30,208 | ) | (56,335 | ) | ||
| Net cash flows from (used in) financing activities | (1,566,584 | ) | 15,651,797 | |||
| Net change in cash | 323,491 | (182,940 | ) | |||
| Cash, beginning of period | 337,704 | 520,644 | ||||
| Cash, end of period | $ | 661,195 | $ | 337,704 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid during the period for interest | $ | 1,743,098 | $ | 1,561,531 | ||
| Cash paid during the period for income taxes | 1,302,528 | 1,646,694 | ||||
| Supplemental disclosure of non-cash information: | ||||||
| Equipment acquisitions classified in accounts payable | $ | — | $ | 69,253 | ||
| Issuance of common stock in connection with the vesting and exercise of equity-based awards | 990,653 | 1,005,792 |
| AMCON Distributing Company and Subsidiaries | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| FISCAL YEAR 2020 | |||||||||
| (dollars in thousands, except per share data) | First | Second | Third | Fourth | |||||
| Sales | $ | 360,101 | $ | 337,887 | $ | 396,854 | $ | 426,437 | |
| Gross profit | 20,845 | 20,693 | 21,652 | 24,543 | |||||
| Income from operations before income tax expense | 701 | 1,032 | 2,054 | 3,715 | |||||
| Net income available to common shareholders | $ | 452 | $ | 699 | $ | 1,580 | $ | 2,812 | |
| Basic earnings per share available to common shareholders | $ | .80 | $ | 1.24 | $ | 2.79 | $ | 5.10 | |
| Diluted earnings per share available to common shareholders | $ | .80 | $ | 1.22 | $ | 2.77 | $ | 5.00 | |
| FISCAL YEAR 2019 | |||||||||
| (dollars in thousands, except per share data) | First | Second | Third | Fourth | |||||
| Sales | $ | 344,734 | $ | 310,716 | $ | 369,982 | $ | 366,957 | |
| Gross profit | 20,632 | 20,589 | 20,526 | 22,276 | |||||
| Income (loss) from operations before income tax expense | 1,747 | 2,196 | 1,027 | (158 | ) | ||||
| Net income (loss) available to common shareholders | $ | 1,245 | $ | 1,523 | $ | 666 | $ | (231 | ) |
| Basic earnings (loss) per share available to common shareholders | $ | 2.02 | $ | 2.49 | $ | 1.12 | $ | (.41 | ) |
| Diluted earnings (loss) per share available to common shareholders | $ | 1.99 | $ | 2.45 | $ | 1.10 | $ | (.41 | ) |
The Company’s quarterly earnings per share are based on weighted average shares outstanding for the quarter; therefore the sum of the quarters may not equal the full year earnings per share amount.
AMCON Distributing Company and Subsidiaries
GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures
The financial measure of adjusted book value per share included in this press release (“adjusted book value per share”) has been determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Management believes that this non-GAAP financial measurement reflects an additional way of viewing aspects of the Company’s business that, when viewed together with its financial results computed in accordance with GAAP, provides a more complete understanding of factors affecting historical financial performance of the Company. This measure is important to investors interested in determining the amount of book value per share if all potentially dilutive shares were exercised or vested and outstanding. This non-GAAP financial measurement is not intended to be a substitute for the comparable GAAP measurements and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
The Company has defined the non-GAAP financial measure of adjusted book value per share as follows:
- “Adjusted book value per share” is defined as total shareholders’ equity increased by the impact of proceeds from the exercise of all stock options and vesting of restricted stock units divided by total common shares outstanding plus common shares issuable upon the exercise of all stock options and vesting of restricted stock units.”
| September 2020 | ||
|---|---|---|
| Number of common shares outstanding at September 30, 2020 | 537,715 | |
| Total shareholders’ equity at September 30, 2020 | $ | 64,791,540 |
| Book value per share at September 30, 2020 | $ | 120.49 |
| September 2020 | ||
| Number of common shares outstanding at September 30, 2020 | 537,715 | |
| Add: common shares potentially issuable for stock options and unvested restricted stock units /1/ | 63,321 | |
| 601,036 | ||
| Total shareholders’ equity at September 30, 2020 | $ | 64,791,540 |
| Equity impact if all potential common shares were exercised or vested /1/ | 4,630,487 | |
| $ | 69,422,027 | |
| Adjusted book value per share at September 30, 2020 | $ | 115.50 |
____________
| /1/ | Assumes the exercise of all vested and unvested stock options and vesting of all outstanding restricted stock units at September 30, 2020. |
|---|
Contacts
Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727