Form 8-K - Current report

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) July 18, 2024

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.     ¨

ITEM 2.02             RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 18, 2024, the Company issued a press release announcing financial results for its third fiscal quarter ended June 30, 2024. 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 July 18, 2024, issued by AMCON Distributing Company announcing financial results for its third fiscal quarter ended June 30, 2024.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 18, 2024	/s/ Charles J. Schmaderer

	Name:	Charles J. Schmaderer
	Title:	Vice President, Chief Financial Officer and Secretary

Exhibit 99.1

Amcon2

AMCON DISTRIBUTING COMPANY REPORTS RESULTS FOR THE QUARTER ENDED JUNE 30, 2024

NEWS RELEASE

Omaha, NE, July 18, 2024 - AMCON Distributing Company (“AMCON” or “the Company”) (NYSE American: DIT), an Omaha, Nebraska based Convenience and Foodservice Distributor, is pleased to announce fully diluted earnings per share of $2.46 on net income available to common shareholders of $1.5 million for its third fiscal quarter ended June 30, 2024.

“AMCON’s customer-centric philosophy is a competitive advantage in this economic environment, as our customers rely on our ability to deliver a timely flow of goods and services. Foodservice, technology platforms, and associated staffing for these strategic areas are a central focus of our management team. We are committed to making the investments necessary to compete in the marketplace,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We welcome our new team members and customers from our recently completed acquisition of Richmond Master Distributors, Inc. AMCON is committed to pursuing strategic acquisition opportunities in the Convenience Distributor and Foodservice sectors.”

“Labor shortages, supply chain issues, inflation, volatility in energy prices, and the impact of rising interest rates continue to present challenges for our business,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “Our recent acquisitions have enhanced our geographic reach to better serve our customers as they grow their store footprints.”

Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “Sales for the fiscal quarter ended June 30, 2024 were $717.9 million and the Company ended the fiscal period with total shareholders’ equity of approximately $110.0 million. We continue to maintain a strong liquidity position and recent amendments to our bank credit facilities provided additional flexibility to pursue our strategic objectives that materialized during the quarter.” Mr. Schmaderer also added, “We continue to invest in the final completion of our 175,000 square foot distribution facility in Springfield, Missouri. In addition, we are also deploying capital in enhanced foodservice capabilities in our recently purchased 250,000 square foot distribution facility in Colorado City, Colorado, and we opened a new retail location in Lakewood Ranch, Florida.”

AMCON, and its subsidiaries Team Sledd, LLC and Henry’s Foods, Inc., is a leading Convenience and Foodservice Distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products with thirteen (13) distribution centers in Colorado, Illinois, Indiana, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee, and West Virginia. Through its Healthy Edge Retail Group, AMCON operates fifteen (15) health and natural product retail stores in the Midwest and Florida.

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

For Further Information Contact:

Charles J. Schmaderer

AMCON Distributing Company

Ph 402-331-3727

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Balance Sheets

June 30, 2024 and September 30, 2023

	June			September
	2024			2023
	(Unaudited)
ASSETS
Current assets:
Cash	$	719,342		$	790,931
Accounts receivable, less allowance for credit losses of $2.5 million at June 2024 and $2.4 million at September 2023		80,469,376			70,878,420
Inventories, net		160,778,835			158,582,816
Income taxes receivable		330,170			1,854,484
Prepaid expenses and other current assets		15,991,451			13,564,056
Total current assets		258,289,174			245,670,707

Property and equipment, net		103,989,865			80,607,451
Operating lease right-of-use assets, net		24,710,670			23,173,287
Goodwill		5,778,325			5,778,325
Other intangible assets, net		4,881,659			5,284,935
Other assets		2,954,262			2,914,495
Total assets	$	400,603,955		$	363,429,200

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	46,249,366		$	43,099,326
Accrued expenses		16,590,155			14,922,279
Accrued wages, salaries and bonuses		8,168,882			8,886,529
Current operating lease liabilities		6,662,109			6,063,048
Current maturities of long-term debt		5,335,127			1,955,065
Current mandatorily redeemable non-controlling interest		1,651,608			1,703,604
Total current liabilities		84,657,247			76,629,851

Credit facilities		156,941,944			140,437,989
Deferred income tax liability, net		4,594,841			4,917,960
Long-term operating lease liabilities		18,358,088			17,408,758
Long-term debt, less current maturities		17,917,378			11,675,439
Mandatorily redeemable non-controlling interest, less current portion		6,497,523			7,787,227
Other long-term liabilities		1,669,817			402,882

Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 630,362 shares outstanding at June 2024 and 608,689 shares outstanding at September 2023		9,648			9,431
Additional paid-in capital		33,800,187			30,585,388
Retained earnings		107,429,445			104,846,438
Treasury stock at cost		(31,272,163	)		(31,272,163	)
Total shareholders’ equity		109,967,117			104,169,094
Total liabilities and shareholders’ equity	$	400,603,955		$	363,429,200

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Operations

for the three and nine months ended June 30, 2024 and 2023

	For the three months ended June						For the nine months ended June
	2024			2023			2024			2023
Sales (including excise taxes of $150.2 and $153.7 million, and $415.7 and $414.9 million, respectively)	$	717,852,293		$	696,489,427		$	1,964,688,673		$	1,847,472,782
Cost of sales		669,893,539			649,623,651			1,831,118,129			1,724,504,862
Gross profit		47,958,754			46,865,776			133,570,544			122,967,920
Selling, general and administrative expenses		39,920,976			36,851,520			113,857,467			99,227,695
Depreciation and amortization		2,415,158			2,103,429			6,923,716			4,982,068
		42,336,134			38,954,949			120,781,183			104,209,763
Operating income		5,622,620			7,910,827			12,789,361			18,758,157

Other expense (income):
Interest expense		2,903,925			2,385,842			7,463,175			6,249,540
Change in fair value of mandatorily redeemable non-controlling interest		393,324			698,571			727,457			864,684
Other (income), net		(78,903	)		(931,765	)		(833,050	)		(1,159,021	)
		3,218,346			2,152,648			7,357,582			5,955,203
Income from operations before income taxes		2,404,274			5,758,179			5,431,779			12,802,954
Income tax expense		914,875			1,813,800			2,331,875			4,164,000
Net income available to common shareholders	$	1,489,399		$	3,944,379		$	3,099,904		$	8,638,954

Basic earnings per share available to common shareholders	$	2.48		$	6.74		$	5.18		$	14.78
Diluted earnings per share available to common shareholders	$	2.46		$	6.59		$	5.11		$	14.56

Basic weighted average shares outstanding		600,161			585,625			598,637			584,359
Diluted weighted average shares outstanding		606,252			598,590			606,151			593,480

Dividends paid per common share	$	0.18		$	0.18		$	0.82		$	5.54

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Shareholders’ Equity

for the three and nine months ended June 30, 2024 and 2023

											Additional
	Common Stock				Treasury Stock						Paid-in		Retained
	Shares		Amount		Shares			Amount			Capital		Earnings			Total
THREE MONTHS ENDED JUNE 2023
Balance, April 1, 2023		943,272	$	9,431		(332,220	)	$	(30,867,287	)	$	29,766,566	$	98,167,058		$	97,075,768
Dividends on common stock, $0.18 per share		—		—		—			—			—		(111,219	)		(111,219	)
Compensation expense related to equity-based awards		—		—		—			—			409,411		—			409,411
Committed repurchase of common stock		—		—		(2,363	)		(404,876	)		—		—			(404,876	)
Net income available to common shareholders		—		—		—			—			—		3,944,379			3,944,379
Balance, June 30, 2023		943,272	$	9,431		(334,583	)	$	(31,272,163	)	$	30,175,977	$	102,000,218		$	100,913,463

THREE MONTHS ENDED JUNE 2024
Balance, April 1, 2024		964,945	$	9,648		(334,583	)	$	(31,272,163	)	$	33,160,639	$	106,053,510		$	107,951,634
Dividends on common stock, $0.18 per share		—		—		—			—			—		(113,464	)		(113,464	)
Compensation expense related to equity-based awards		—		—		—			—			639,548		—			639,548
Net income available to common shareholders		—		—		—			—			—		1,489,399			1,489,399
Balance, June 30, 2024		964,945	$	9,648		(334,583	)	$	(31,272,163	)	$	33,800,187	$	107,429,445		$	109,967,117

											Additional
	Common Stock				Treasury Stock						Paid-in		Retained
	Shares		Amount		Shares			Amount			Capital		Earnings			Total
NINE MONTHS ENDED JUNE 2023
Balance, October 1, 2022		917,009	$	9,168		(332,220	)	$	(30,867,287	)	$	26,903,201	$	96,784,353		$	92,829,435
Dividends on common stock, $5.54 per share		—		—		—			—			—		(3,423,089	)		(3,423,089	)
Compensation expense and issuance of stock in connection with equity-based awards		26,263		263		—			—			3,272,776		—			3,273,039
Committed repurchase of common stock		—		—		(2,363	)		(404,876	)		—		—			(404,876	)
Net income available to common shareholders		—		—		—			—			—		8,638,954			8,638,954
Balance, June 30, 2023		943,272	$	9,431		(334,583	)	$	(31,272,163	)	$	30,175,977	$	102,000,218		$	100,913,463

NINE MONTHS ENDED JUNE 2024
Balance, October 1, 2023		943,272	$	9,431		(334,583	)	$	(31,272,163	)	$	30,585,388	$	104,846,438		$	104,169,094
Dividends on common stock, $0.82 per share		—		—		—			—			—		(516,897	)		(516,897	)
Compensation expense and issuance of stock in connection with equity-based awards		21,673		217		—			—			3,214,799		—			3,215,016
Net income available to common shareholders		—		—		—			—			—		3,099,904			3,099,904
Balance, June 30, 2024		964,945	$	9,648		(334,583	)	$	(31,272,163	)	$	33,800,187	$	107,429,445		$	109,967,117

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Cash Flows

for the nine months ended June 30, 2024 and 2023

	June			June
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$	3,099,904		$	8,638,954
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation		6,520,440			4,701,316
Amortization		403,276			280,752
(Gain) loss on sales of property and equipment		(141,522	)		(133,159	)
Equity-based compensation		1,850,233			1,940,631
Deferred income taxes		(323,119	)		809,616
Provision for credit losses		131.132			(7,697	)
Inventory allowance		175,706			442,603
Change in fair value of contingent consideration		45,362			—
Change in fair value of mandatorily redeemable non-controlling interest		727,457			864,684
Changes in assets and liabilities, net of effects of business combinations:
Accounts receivable		(4,110,926	)		(8,026,950	)
Inventories		12,365,936			(12,294,118	)
Prepaid and other current assets		(999,319	)		(745,490	)
Other assets		(39,767	)		(569,683	)
Accounts payable		4,082,394			10,360,228
Accrued expenses and accrued wages, salaries and bonuses		1,112,351			1,487,971
Other long-term liabilities		446,831			185,704
Income taxes payable and receivable		1,524,314			1,572,253
Net cash flows from (used in) operating activities		26,870,683			9,507,615

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(16,793,486	)		(6,759,929	)
Proceeds from sales of property and equipment		306,748			151,307
Acquisition of Burklund		(15,464,397	)		—
Acquisition of Richmond Master		(6,631,039	)		—
Acquisition of Henry's		—			(54,865,303	)
Net cash flows from (used in) investing activities		(38,582,174	)		(61,473,925	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		1,845,255,576			1,863,027,754
Repayments under revolving credit facilities		(1,828,751,621	)		(1,810,914,231	)
Proceeds from borrowings on long-term debt		—			7,000,000
Principal payments on long-term debt		(2,277,999	)		(1,011,559	)
Dividends on common stock		(516,897	)		(3,423,089	)
Redemption and distributions to non-controlling interest		(2,069,157	)		(2,405,128	)
Net cash flows from (used in) financing activities		11,639,902			52,273,747
Net change in cash		(71,589	)		307,437
Cash, beginning of period		790,931			431,576
Cash, end of period	$	719,342		$	739,013

Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	6,976,501		$	5,824,144
Cash paid during the period for income taxes, net of refunds		1,066,105			1,780,000

Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	83,180		$	1,622,224
Committed repurchase of treasury stock		—			404,876
Purchase of property financed with promissory note		8,000,000			—
Portion of Burklund acquisition financed with promissory note		3,900,000			—
Portion of Burklund acquisition financed with contingent consideration		1,578,444			—
Issuance of common stock in connection with the vesting of equity-based awards		1,296,372			2,044,805

Cover	Jul. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 18, 2024
Entity File Number	1-15589
Entity Registrant Name	AMCON DISTRIBUTING COMPANY
Entity Central Index Key	0000928465
Entity Tax Identification Number	47-0702918
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7405 Irvington Road
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68122
City Area Code	402
Local Phone Number	331-3727
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DIT
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false