SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1997 OR / / Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------------------------ COMMISSION FILE NUMBER 0-24708 ------------------------------ AMCON DISTRIBUTING COMPANY (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of Incorporation) 10228 "L" Street Omaha, NE 68127 (Address of principal executive offices) (Zip Code) 47-0702918 (I.R.S. Employer Identification No.) (402) 331-3727 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- The Registrant had 2,450,000 shares of its $.01 par value common stock outstanding as of August 1, 1997.
Form 10-Q 3rd Quarter INDEX ------- PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements: --------------------- Balance sheets at June 30, 1997 and at September 30, 1996 3 Statements of income for the three and nine-month periods ended June 30, 1997 and June 30, 1996 4 Statements of cash flows for the nine-month periods ended June 30, 1997 and June 30, 1996 5 Notes to unaudited financial statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11
Part I - FINANCIAL INFORMATION Item 1. Financial Statements <TABLE> <CAPTION> AMCON Distributing Company Balance Sheets June 30, 1997 and September 30, 1996 - ---------------------------------------------------------------------------------- (Unaudited) June 30, September 30, 1997 1996 ------------ ------------ ASSETS <S> <C> <C> Current assets: Cash $ 25,746 $ 21,497 Marketable securities 121,581 148,113 Accounts receivable, less allowance for doubtful accounts of $190,394 and $195,961 10,744,654 10,344,002 Note receivable from officer 128,005 144,695 Inventories 8,517,340 6,849,515 Deferred income taxes 75,209 75,209 Other 32,514 164,777 ------------ ------------ Total current assets 19,645,049 17,747,808 Fixed assets, net 3,554,276 3,033,257 Investments 539,500 843,375 Other assets 881,579 1,401,153 ------------ ------------ $ 24,620,404 $ 23,025,593 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,023,827 $ 4,102,868 Accrued expenses 563,670 675,958 Accrued wages, salaries and bonuses 286,410 459,873 Income taxes payable 651,892 643,568 Current portion of long-term debt 325,047 293,665 ------------ ------------ Total current liabilities 7,850,846 6,175,932 ------------ ------------ Deferred income taxes 151,599 276,556 Long-term debt, less current portion 9,860,941 9,951,495 Shareholders' equity: Preferred stock, $.01 par value, 1,000,000 shares authorized, none and 250,000 shares issued and outstanding at June 30, 1997 and September 30, 1996, respectively 0 2,500 Common stock, $.01 par value, 5,000,000 shares authorized, 2,450,000 shares issued 24,500 24,500 Additional paid-in capital 2,213,828 3,411,328 Unrealized gain on investments available- for-sale, net of $163,270 and $288,227 tax 225,468 398,028 Retained earnings 4,306,537 2,798,569 ------------ ------------ 6,770,333 6,634,925 Less treasury stock, 4,097 shares, at cost (13,315) (13,315) ------------ ------------ Total shareholders' equity 6,757,018 6,621,610 ------------ ------------ $ 24,620,404 $ 23,025,593 ============ ============ </TABLE> The accompanying notes are an integral part of these financial statements.
<TABLE> <CAPTION> AMCON Distributing Company Statements of Income for the three and nine months ended June 30, 1997 and 1996 (Unaudited) - --------------------------------------------------------------------------------------- Three months Nine months ended June 30, ended June 30, ------------------------ -------------------------- 1997 1996 1997 1996 ----------- ----------- ------------ ------------ <S> <C> <C> <C> <C> Sales (including excise taxes of $10.4 million, $10.5 million, $30.1 million and $29.4 million, respectively) $47,374,291 $47,088,243 $128,769,820 $127,863,467 Cost of sales 42,488,887 41,739,778 114,822,001 112,941,146 ----------- ----------- ------------ ------------ Gross profit 4,885,404 5,348,465 13,947,819 14,922,321 Selling, general and administrative expenses 3,852,715 4,153,615 11,453,601 12,333,836 Depreciation and amortization 225,818 204,950 636,527 589,662 ----------- ----------- ------------ ------------ 4,078,533 4,358,565 12,090,128 12,923,498 ----------- ----------- ------------ ------------ Income from operations 806,871 989,900 1,857,691 1,998,823 Other expense (income): Interest expense 218,289 266,100 610,155 868,910 Other income, net (88,415) (277,929) (1,308,342) (313,662) ----------- ----------- ------------ ------------ 129,874 (11,829) (698,187) 555,248 ----------- ----------- ------------ ------------ Income before income taxes 676,997 1,001,729 2,555,878 1,443,575 Income tax expense 277,569 420,726 1,047,910 606,302 ----------- ----------- ------------ ------------ Net income 399,428 581,003 1,507,968 837,273 Accretion of preferred stock 0 (25,000) 0 (75,000) ----------- ----------- ------------ ------------ Net income attributable to common shareholders $ 399,428 $ 556,003 $ 1,507,968 $ 762,273 =========== =========== ============ ============ Earnings per common and common equivalent share attributable to common shareholders $ 0.16 $ 0.23 $ 0.62 $ 0.31 =========== =========== ============ ============ Weighted average common and common equivalent shares outstanding 2,449,777 2,445,903 2,449,979 2,445,903 =========== =========== ============ ============ </TABLE> The accompanying notes are an integral part of these financial statements.
<TABLE> <CAPTION> AMCON Distributing Company Statements of Cash Flows for the nine months ended June 30, 1997 and 1996 (Unaudited) - --------------------------------------------------------------------------------- 1997 1996 ---------- ---------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,507,968 $ 837,273 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 636,527 589,662 (Gain) loss on sales of fixed assets and trading securities (100,166) (233,737) Gain on sale of Denver beer distributorship (1,102,205) - Proceeds from sales of trading securities 92,548 31,643 Purchases of trading securities - (14,825) Deferred income taxes - - Changes in assets and liabilities: Accounts receivable (840,207) (1,285,614) Inventories (2,106,073) (436,349) Other current assets 132,263 1,756 Other assets (32,497) (36,000) Accounts payable 1,920,959 1,001,706 Accrued expenses and accrued wages, 0 0 salaries and bonuses (285,751) (31,061) Income taxes payable 8,324 251,728 ---------- ---------- Net cash provided by (used in) operating activities (168,310) 676,182 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed assets (635,910) (428,158) Purchases of water bottling assets (499,109) - Proceeds from sales of fixed assets 160,789 148,517 Proceeds from sales of available for sale securities 33,967 190,008 Proceeds from sales of Denver beer distributorship 2,371,994 - ---------- ---------- Net cash provided by (used in) investing activities 1,431,731 (89,633) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt 363,961 188,615 Net (payments) proceeds on bank credit agreement (154,310) (27,345) Payments on long-term and subordinated debt (268,823) (728,464) Redemption of preferred stock (1,200,000) - ---------- ---------- Net cash (used in) financing activities (1,259,172) (567,194) ---------- ---------- Net increase in cash 4,249 19,355 Cash, beginning of period 21,497 14,597 ---------- ---------- Cash, end of period $ 25,746 $ 33,952 ========== ========== </TABLE> The accompanying notes are an integral part of these financial statements.
AMCON Distributing Company Notes to Financial Statements June 30, 1997 and 1996 - ------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The accompanying unaudited financial statements of AMCON Distributing Company (the "Company") have been prepared on the same basis as the audited financial statements for the year ended September 30, 1996, and, in the opinion of management, contain all adjustments necessary to fairly present the financial information included therein, such adjustments consist of normal recurring items. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto, for the fiscal year ended September 30, 1996, which are included in the Company's Annual Report to Stockholders filed with Form 10-K for September 30, 1996. Results for the interim period are not necessarily indicative of results to be expected for the entire year. 2. NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS: Net income attributable to common shareholders was computed under the treasury stock method using the weighted average number of common shares and dilutive common stock equivalent shares outstanding during the period. Earnings used in the calculation for the three and nine months ended June 30, 1996 are reduced by accretion on preferred stock. 3. SALE OF BEER DISTRIBUTORSHIP On October 4, 1996, the Company sold its beer distributorship assets located in Denver, Colorado for $2.4 million. The gain associated with the sale was $1,102,000. The Company's operating expenses associated with closing the Denver facility were $240,000 during the nine months ended June 30, 1997. 4. PURCHASE OF WATER BOTTLING ASSETS On November 18, 1996, the Company purchased the equipment, inventory, trademarks and franchises of a water bottling company. The Company moved the equipment to one of its existing distribution facilities and began bottling water, under the American Star label, for sale to its customers and other wholesale distributors in January 1997. The cost of the water bottling assets plus moving and installation charges was $499,000. The acquisition was financed with borrowings under the Company's revolving credit facility with a bank (the "Facility"). 5. REDEMPTION OF PREFERRED STOCK On December 23, 1996, the Company redeemed all 250,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock at a price of $4.80 per share or $1,200,000. The Company redeemed the Preferred Stock in order to avoid the future payment of the 12% cumulative dividend associated with the Preferred Stock that would accrue after December 23, 1996. The redemption was financed with borrowings under the Facility.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Comparison of the three-month and nine-month periods ended June 30, 1997 and June 30, 1996 Sales for the three months ended June 30, 1997 increased .6% to $47.4 million, compared to $47.1 million for the same period in fiscal 1996. Beer and beverage sales related to the Denver facility decreased $1.8 million during the third quarter as compared to the same quarter in the prior year as a result of disposing of the operation in October 1996. Sales from the core distribution business increased by $2.1 million during the third quarter over the same quarter in the prior year as follows: Cigarette sales increased $1.1 million primarily due to price increases from manufacturers over the prior year. Tobacco sales increased $425,000 and all other product sales, which include candy, snacks, health and beauty care, food service, etc., increased $529,000 for the three months ended June 30, 1997 compared to the three months ended June 30, 1996 due to increase in demand for such products from the customer base. Sales for the nine months ended June 30, 1997 increased .7% to $128.8 million, compared to $127.9 million for the same period in fiscal 1996. Beer and beverage sales related to the Denver facility decreased $4.6 million during the nine months ended June 30, 1997 as compared to the same period in the prior year as a result of disposing of the operation in October 1996. Sales from the core distribution business increased by $5.5 million for the nine months ended June 30, 1997 compared to the same period in the prior year as follows: Cigarette sales increased $2.4 million primarily due to price increases from manufacturers over the prior year. Food service sales increased $690,000 due to increased sales related to the Company's branded food program. Tobacco sales increased $991,000, candy sales increased $644,000 and all other product sales increased $755,000 due to increase in demand for such products from the customer base. Gross profit decreased 8.7% to $4.89 million for the three months ended June 30, 1997 from $5.35 million over the same period during the prior year . Gross profit as a percentage of sales declined to 10.3% for the quarter ended June 30, 1997 compared to 11.4% for the quarter ended June 30, 1996. The decline in gross profit was primarily attributable to the sale of the Denver beer distributorship and a decline in purchase discounts from cigarette manufacturers on the Company's private label cigarette which accounted for a $384,000 and $271,000 reduction in gross profit, respectively. These reductions in gross profit were offset by a $192,000 increase in gross profit from the increased sales of cigarette, tobacco, candy and other products. Gross profit decreased 6.5% to $13.95 million for the nine months ended June 30, 1997 from $14.92 million over the same period during the prior year. Gross profit as a percent of sales declined to 10.8% for the nine months ended June 30, 1997 compared to 11.7% for the nine months ended June 30, 1996. The decrease in the Company's gross profit margin was primarily due to the sale of the Denver beer distributorship which accounted for a $1.12 million reduction in gross profit and a $637,000 or 36.2% reduction in purchase discounts from manufacturers on the Company's private label cigarettes. These reductions in gross profit were offset by a $786,000 increase in gross profit from the increased sales of cigarette, tobacco, candy and other products. Sales of the Company's private label cigarette have continued to decline since 1993 when cigarette manufacturers substantially reduced the price of premium brand cigarettes. Although price increases in cigarettes over the past two years have had a positive impact on gross profit from premium cigarettes, sales in the generic brand category, which includes the Company's private label brands, have not shown improvement and continue to decline. Management anticipates that the volume of private label cigarettes could continue to decline by as much as 20% to 40%. If such a decline is realized, gross profit from private label cigarette sales could decrease annually by $300,000 to $600,000 in fiscal 1997 and 1998. Total operating expense, which includes selling, general and administrative expenses and depreciation and amortization, decreased 6.4% or $280,000 to $4.08 million for the quarter ended June 30, 1997 compared to the same period in fiscal 1996. The decrease was primarily due to the sale of the Denver beer distributorship and the subsequent closing of the Denver facility which accounted for a reduction in operating expenses of $406,000. This reduction was offset by an increase of $126,000 in operating expense by the other distribution centers which was incurred to support the increase in sales. As a percentage of sales, total operating expense decreased to 8.61% from 9.26% during the same period in the prior year. Total operating expense decreased 6.4% to $12.1 million from $12.9 million during the first nine months of fiscal 1996. The decrease was primarily due to the sale of the Denver beer distributorship and the subsequent closing of the Denver facility which accounted for a reduction in operating expenses of $1.2 million. This reduction was offset by an increase of $375,000 in operating expense by the other distribution centers which was incurred to support the increase in sales. As a percentage of sales, total operating expense declined to 9.4% for the nine months ended June 30, 1997 compared to 10.1% for the same period in the prior year. As a result of the above, income from operations for the quarter ended June 30, 1997 decreased $183,000 to $807,000 and for the nine months of fiscal 1997 decreased 7.1% to approximately $1.9 million. Interest expense for the three months ended June 30, 1997 decreased 18.0% over the same period in the prior year. Interest expense for the nine month period ended June 30, 1997 decreased 29.8%, or $259,000, compared to the nine month period ended June 30, 1996. The decrease was primarily due to a $2.9 million and $3.6 million reduction in the average amount borrowed under the Company's revolving credit facility with a bank (the "Facility") during the three and nine month periods ended June 30, 1997, respectively. Notwithstanding the $499,000 borrowed to finance the purchase and installation of the water bottling assets from November 1996 through January 1997 and the $1.2 million borrowed to finance the purchase of the Company's outstanding preferred stock in December 1996, the Company was able to reduce average borrowings under the Facility as a result of the cash generated from the sale of the Denver beer distributorship during the first quarter of fiscal 1997 and the sale of a building in the fourth quarter of fiscal 1996. Other income of $88,000 for the three months ended June 30, 1997 consisted of gains on sales of trading securities, increase in market value of trading securities and other miscellaneous items, the majority of which are not expected to recur. Other income for the nine months ended June 30, 1997 was generated primarily by the gain associated with the sale of the Denver beer distributorship of $1.1 million. As a result of the above factors, net income attributable to common shareholders during the three months ended June 30, 1997 was $399,428 compared to net income of $556,003 for the three months ended June 30, 1996. Net income attributable to common shareholders during the nine months ended June 30, 1997 was $1,507,968 compared to net income of $762,273 for the same period of fiscal 1996. As described in Management's Discussion and Analysis in the Company's Annual Report to Shareholders for the Fiscal Year Ended September 30, 1996, the Company's operating income is subject to a number of factors which are beyond the control of management, such as changes in manufacturers' cigarette pricing which affects the market for generic and private label cigarettes. The Company continues to remain dependent on cigarette sales which represent approximately 66% of its revenue. Net income is heavily dependent on sales of the Company's private label cigarettes and volume discounts received in connection with such sales. As sales of the Company's private label cigarettes continue to decline, the Company is evaluating various steps it may take to improve net income in future periods, including acquisitions of distributing companies and continued sales of assets that are no longer essential to its primary business activities, such as, marketable securities, investments and certain real estate. An analysis of such assets held at June 30, 1997 is as follows: ESTIMATE OF GAIN ----------------------------------- DESCRIPTION OF ASSET June 30, 1997 September 30, 1996 -------------------- ------------- ------------------ Investments (available for sale) $388,000 $686,000 Condominium & furnishings 450,000 450,000 Investments consist of 83,000 and 86,500 shares of Cayman Water Company Limited (CWC), a public company which is listed on NASDAQ, at June 30, 1997 and September 30, 1996. The Company's basis in the securities was $151,000 and $157,000 and the fair market value of the securities was $539,000 and $843,000 on June 30, 1997 and September 30, 1996, respectively. The fair market value of the securities on August 1, 1997 was $622,000. During the nine months ended June 30, 1997, the Company sold 3,500 shares of CWC and recognized a gain of approximately $28,000. The condominium and furnishings consist of a condominium in the Cayman Islands which is used in furtherance of the Company's business marketing strategies. The costs and benefits associated with retaining the condominium are being evaluated in relation to the current business strategies of the Company. LIQUIDITY AND CAPITAL RESOURCES During the nine months ended June 30, 1997, the Company utilized cash in operating activities to purchase cigarette inventory to supply quarter end promotions offered by cigarette manufacturers and to provide for the increase in demand during the summer months. Cash was provided by investing activities through the sale of the Denver, Colorado beer distributorship for $2.4 million and was utilized in investing activities during the nine month period ended June 30, 1997 primarily to purchase and install water bottling assets for $499,000 and to purchase additional delivery vehicles. Cash was utilized in financing activities to make payments on the Facility and to redeem all of the Company's outstanding Preferred Stock. The Company had working capital of approximately $11.8 million as of June 30, 1997 compared to $11.6 million as of September 30, 1996. The Company's debt to equity ratio was 2.64 to 1.0 at June 30, 1997 compared to 2.48 to 1.0 at September 30, 1996. The Facility allows the Company to borrow up to $10 million at any time with an option to borrow up to an additional $3 million for a period of 90 days. The Company may exercise this option up to twice per year. On June 26, 1997, the Company exercised its option to increase the facility to $13 million. Such borrowing limit will remain in place until September 24, 1997. As of June 30, 1997, the Company had borrowed approximately $9.3 million under the Facility. The Company also maintains a $1,250,000 non-revolving line of credit used to finance the purchase of trucks and delivery equipment. Advances against the non-revolving line of credit were $779,000 through June 30, 1997. The amount available on the non-revolving line of credit was $471,000 at June 30, 1997. The line of credit is secured by a first lien on the delivery vehicles purchased with the loan proceeds. The Company believes that funds generated from operations, supplemented as necessary with funds available under the Facility and the non-revolving line of credit, will provide sufficient liquidity to cover its debt service and any reasonably foreseeable future working capital and capital expenditure requirements. CONCERNING FORWARD LOOKING STATEMENTS This Quarterly Report, including the Management's Discussion and Analysis and other sections, 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. Forward looking statements include information concerning the possible or assumed future results of operations of the Company and those statements preceded by, followed by or include the words "future," "position," "anticipate(s)," "expect," "believe(s)," "see," "plan," "further improve," "outlook," "should" or similar expressions. For these statements, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. You should understand that the following important factors, in addition to those discussed elsewhere in this document, could affect the future results of the Company and could cause those results to differ materially from those expressed in our forward looking statements: changing market conditions with regard to cigarettes and the demand for the Company's products, domestic regulatory risks, competitive and other risks over which the Company has little or no control. Any changes in such factors could result in significantly different results. Consequently, future results may differ from management's expectations. Moreover, past financial performance should not be considered a reliable indicator of future performance. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In October 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). SFAS 123 establishes financial accounting and reporting standards for stock-based employee compensation plans and transactions in which goods or services are the consideration received for the issuance of equity instruments. This statement requires that an employer's financial statements include certain disclosures about stock-based compensation regardless of the method used to account for them. Adoption is required for fiscal years beginning after December 15, 1995, the Company's Fiscal 1997 or earlier. The Company is accounting for its stock-based employee compensation plans and transactions in accordance with Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees." PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (Registration No. 33-82848) filed on August 15, 1994) 3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (Registration No. 33-82848) filed on August 15, 1994) 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-1 (Registration No. 33-82848) filed on August 15, 1994) 11.1 Statement re: computation of per share earnings 27.0 Financial Data Schedules (b) Reports on Form 8-K No reports on Form 8-K were filed for the quarter ended June 30, 1997. SIGNATURES Pursuant to the requirements of the Securities 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: August 7, 1997 Kathleen M. Evans ----------------- ------------------------- Kathleen M. Evans President & CEO and Principal Executive Officer Date: August 7, 1997 Michael D. James ----------------- ------------------------- Michael D. James Treasurer & CFO and Principal Financial and Accounting Officer