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 8, 2010
-------------------------------------------------------------------
AMCON DISTRIBUTING COMPANY
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-15589 47-0702918
----------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 CFO 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 8, 2010, AMCON Distributing Company ("AMCON or "Company") issued
a press release announcing its financial results for the fiscal year ended
September 30, 2010. A copy of the press release is attached to this report
as an exhibit and is incorporated herein by reference.
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 November 8, 2010, issued
by AMCON Distributing Company announcing
financial results for the fiscal year
ended September 30, 2010.
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 8, 2010 By: Andrew C. Plummer
-------------------------
Name: Andrew C. Plummer
Title: Vice President &
Chief Financial Officer
Exhibit 99.1
AMCON DISTRIBUTING COMPANY REPORTS FULLY DILUTED EARNINGS OF $11.99 PER SHARE
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010.
NEWS RELEASE
Omaha, NE, November 8, 2010 - AMCON Distributing Company ("AMCON")(AMEX:DIT),
a consumer products company is pleased to announce fully diluted earnings
per share of $11.99 on net income available to common stockholders of $8.7
million for the fiscal year ended September 30, 2010.
"We are proud to have surpassed the $1 billion mark in sales for the first
time in the history of the Company. This achievement is a testament to the
high degree of collaboration between our management team, our loyal customer
base, and the major branded consumer products companies whose products we
distribute. Our organization is committed to enhancing our customers'
profitability. We believe this customer centric philosophy ultimately drives
our bottom line," said Christopher H. Atayan, AMCON's Chairman and Chief
Executive Officer. "Our acquisition in Northwest Arkansas is fully
integrated into our operations and has been both a financial and operating
success. Further, our new retail health food store in Tulsa has performed
according to expectations," noted Mr. Atayan.
Each of AMCON's business segments reported excellent years. The wholesale
distribution segment reported revenues of $973.8 million and operating income
before depreciation and amortization of $18.6 million for all of fiscal 2010
and revenues and operating income before depreciation and amortization of
$260.0 million and $5.2 million, respectively, for the fourth fiscal quarter
of fiscal 2010. The retail health food segment reported revenues of $36.8
million and operating income before depreciation and amortization of $4.1
million for fiscal 2010 and revenue of $9.1 million and operating income
before depreciation and amortization of $0.9 million for the fourth fiscal
quarter of 2010.
"We will continue to focus on expanding our foodservice offerings in the
coming year. Foodservice products offer attractive gross profits for our
customers. In these difficult economic times our emphasis on premium service
continues to differentiate us from the competition," said Kathleen Evans,
President of AMCON's wholesale distribution segment.
"We continue to maintain a disciplined approach to new store openings," said
Eric Hinkefent President of AMCON's retail health food segment. "We are
looking for the right locations with proper demographics that will optimize
our business model. Our stores stand for quality, service and a wide variety
of products at attractive prices. We continue to upgrade and enhance our
existing locations to deliver a first class retail experience," added Mr.
Hinkefent.
"From a financial perspective we continue to focus on maintaining balance
sheet liquidity. We believe this strategy enables AMCON to take advantage of
opportunities in the market place that will improve our customers'
profitability. Ultimately, this translates into profits for our shareholders.
We ended the fiscal year with total stockholders equity of $32.8 million and
we further reduced consolidated debt to $24.9 million," said Andrew Plummer,
AMCON's Chief Financial Officer. "We are carefully evaluating various
capital projects in information technology and foodservice equipment that
will enhance our ability to compete in the market place," added Mr. Plummer.
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 Arkansas, Illinois,
Missouri, Nebraska, North Dakota and South Dakota. AMCON also operates
fourteen (14) health and natural product retail stores in the Midwest and
Florida. The retail stores operate under the names Akin's Natural Foods
Market www.akins.com and Chamberlin's Market & Cafe www.chamberlins.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. 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
For Further Information Contact:
Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727
AMCON Distributing Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------------------------------
September 30, 2010 2009
----------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash $ 356,735 $ 309,914
Accounts receivable, less allowance for doubtful accounts of
$1.6 million and $0.9 million in 2010 and 2009, respectively 27,903,689 28,393,198
Inventories, net 35,005,957 34,486,027
Deferred income taxes 1,905,974 1,701,568
Prepaid and other current assets 3,013,485 1,728,576
------------ ------------
Total current assets 68,185,840 66,619,283
Property and equipment, net 11,855,669 11,256,627
Goodwill 6,149,168 5,848,808
Other intangible assets, net 4,807,644 3,373,269
Other assets 1,069,050 1,026,395
------------ ------------
$ 92,067,371 $ 88,124,382
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,656,257 $ 15,222,689
Accrued expenses 6,007,900 6,768,924
Accrued wages, salaries and bonuses 3,161,817 3,257,832
Income taxes payable 2,366,667 3,984,258
Current maturities of credit facility - 177,867
Current maturities of long-term debt 893,291 1,470,445
------------ ------------
Total current liabilities 29,085,932 30,882,015
Credit facility, less current maturities 18,816,709 22,655,861
Deferred income taxes 1,075,861 1,256,713
Long-term debt, less current maturities 5,226,586 5,066,185
Other long-term liabilities 587,479 -
Series A cumulative, convertible preferred stock, $.01 par value
100,000 authorized and issued, liquidation preference
$25.00 per share 2,500,000 2,500,000
Series B cumulative, convertible preferred stock, $.01 par value
80,000 authorized and issued, liquidation preference
$25.00 per share 2,000,000 2,000,000
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par, 1,000,000 shares authorized,
180,000 shares outstanding and issued in Series A and B
at September 2010 and 2009 - -
Common stock, $.01 par value, 3,000,000 shares authorized,
577,432 shares outstanding at September 2010 and 573,232
shares outstanding at September 2009 5,774 5,732
Additional paid-in capital 8,376,640 7,617,494
Retained earnings 24,392,390 16,140,382
------------ ------------
Total shareholders' equity 32,774,804 23,763,608
------------ ------------
$ 92,067,371 $ 88,124,382
============ ============
AMCON Distributing Company and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
---------------------------------------------------------------------------------------------------------
Fiscal Years Ended September 2010 2009
---------------------------------------------------------------------------------------------------------
Sales (including excise taxes of $335.8 million
and $263.7 million, respectively) $1,010,538,035 $ 907,953,044
Cost of sales 938,830,204 839,813,225
-------------- -------------
Gross profit 71,707,831 68,139,819
-------------- -------------
Selling, general and administrative expenses 54,445,189 51,539,775
Depreciation and amortization 1,736,817 1,216,089
-------------- -------------
56,182,006 52,755,864
-------------- -------------
Operating income 15,525,825 15,383,955
-------------- -------------
Other expense (income):
Interest expense 1,504,899 1,627,373
Other (income), net (85,886) (104,259)
-------------- -------------
1,419,013 1,523,114
-------------- -------------
Income from continuing operations
before income tax expense 14,106,812 13,860,841
Income tax expense 5,141,000 5,367,000
-------------- -------------
Income from continuing operations 8,965,812 8,493,841
-------------- -------------
Discontinued operations
Gain on asset disposal and debt settlement, net of
income tax expense of $2.7 million - 4,666,264
Loss from discontinued operations, net of income
tax benefit of $0.1 million - (186,370)
-------------- -------------
Income on discontinued operations - 4,479,894
Net income 8,965,812 12,973,735
Preferred stock dividend requirements (297,025) (568,653)
-------------- -------------
Net income available to common shareholders $ 8,668,787 $ 12,405,082
============== =============
Basic earnings per share available to common shareholders:
Continuing operations $ 15.36 $ 14.45
Discontinued operations - 8.16
-------------- -------------
Net basic earnings per share available to common shareholders $ 15.36 $ 22.61
============== =============
Diluted earnings per share available to common shareholders:
Continuing operations $ 11.99 $ 10.87
Discontinued operations - 5.74
-------------- -------------
Net diluted earnings per share available to common shareholders $ 11.99 $ 16.61
============== =============
Weighted average shares outstanding:
Basic 564,355 548,616
Diluted 747,862 781,265
AMCON Distributing Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------
Fiscal Years Ended September 2010 2009
---------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,965,812 $ 12,973,735
Deduct: income from discontinued operations, net of tax - 4,479,894
------------ ------------
Income from continuing operations 8,965,812 8,493,841
Adjustments to reconcile income from
continuing operations to net cash flows
from operating activities:
Depreciation 1,459,156 1,216,089
Amortization 277,661 -
(Gain) loss on sale of property and equipment (32,996) 24,915
Stock based compensation 486,294 531,600
Net excess tax benefit on
equity-based awards (141,141) (2,245)
Deferred income taxes (385,258) 1,049,925
Provision for losses on doubtful accounts 686,426 124,574
Provision for (recoveries) losses on
inventory obsolescence (74,083) 299,155
Other 75,083 -
Changes in assets and liabilities:
Accounts receivable (196,917) (1,319,358)
Inventories 1,535,651 2,545,787
Prepaid and other current assets (1,289,549) 1,791,074
Other assets (42,655) 96,857
Accounts payable 1,395,362 (80,446)
Accrued expenses and accrued wages, salaries and bonuses (857,039) 2,113,154
Income tax payable (1,476,450) 3,673,482
------------ ------------
Net cash flows from operating activities - continuing operations 10,385,357 20,558,404
Net cash flows from operating activities - discontinued operations - (2,673,712)
------------ ------------
Net cash flows from operating activities 10,385,357 17,884,692
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,920,655) (1,673,432)
Proceeds from sales of property and equipment 71,606 107,255
Acquisition (3,099,836) -
------------ ------------
Net cash flows from investing activities (4,948,885) (1,566,177)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on bank credit agreements (4,017,019) (12,367,277)
Principal payments on long-term debt (931,722) (788,712)
Proceeds from exercise of stock options 131,753 87,729
Net excess tax benefit on
equity-based awards 141,141 2,245
Redemption of Series C convertible preferred stock - (2,000,000)
Dividends paid on convertible preferred stock (297,025) (347,025)
Dividends on common stock (416,779) (228,242)
------------ ------------
Net cash flows from financing activities - continuing operations (5,389,651) (15,641,282)
Net cash flows from financing activities - discontinued operations - (825,000)
------------ ------------
Net cash flows from financing activities (5,389,651) (16,466,282)
------------ ------------
Net change in cash 46,821 (147,767)
Cash, beginning of year 309,914 457,681
------------ ------------
Cash, end of year $ 356,735 $ 309,914
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 1,506,661 $ 1,719,895
Cash paid during the year for income taxes 7,002,708 3,249,594
Supplemental disclosure of non-cash information:
Acquisition of equipment through capital leases $ 14,969 $ 12,333
Equipment acquisitions classified as accounts payable 38,206 11,580
Constructive dividends on Series A, B, and C
Convertible Preferred Stock - 221,628
Business acquisition:
Inventory $ 1,981,498 $ -
Property and equipment 122,978 -
Customer relationships intangible asset 1,620,000 -
Goodwill 300,360 -
Note payable 500,000 -
Contingent consideration 425,000 -
TSI disposition - discontinued operations:
Property and equipment, net $ - $(2,032,047)
Accrued expenses - (925,452)
Long-term debt - (6,945,548)
Deferred gain on CPH settlement - (1,542,312)
