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) November 8, 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 November 8, 2024, the Company issued a press release announcing financial results for its fiscal year ended September 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 November 8, 2024, issued by AMCON Distributing Company announcing financial results for its fiscal year ended September 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: November 8, 2024		/s/ Charles J. Schmaderer

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

Exhibit 99.1

AMCON DISTRIBUTING COMPANY REPORTS RESULTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024

NEWS RELEASE

Omaha, NE, November 8, 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 $7.15 on net income available to common shareholders of $4.3 million for the fiscal year ended September 30, 2024.

“We have seen our strategic plan come to full bloom in fiscal 2024. AMCON has grown its footprint geographically, expanded within our existing footprint, and enhanced our foodservice capability. We are now the third largest Convenience Distributor in the United States measured by territory covered. Our new Springfield, Missouri facility is fully operational and provides the infrastructure necessary to advance our foodservice initiatives. AMCON’s long-standing core operating philosophy is providing a superior level of customer service. Our customer-centric approach has guided us through these challenging times and ensured that AMCON’s customers received a consistent and timely flow of goods and services,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We continue to actively seek strategic acquisition opportunities for operators who want to align with our customer focused approach philosophy and further the legacy of their enterprises.”

The wholesale distribution segment reported revenues of $2.7 billion and operating income of $31.3 million for fiscal 2024 and the retail health food segment reported revenues of $42.5 million and operating income of $0.1 million for fiscal 2024.

“We continue to drive the growth of our foodservice business through our Henry’s Foods (“Henry’s”) subsidiary. Henry’s offers a breadth and depth of proprietary foodservice programs and associated store level merchandising that is unparalleled in the convenience distribution industry. Through Henry’s, we now have the capability to offer turn-key solutions that will enable our customer base to compete head-on with the Quick Service Restaurant industry. We are investing heavily in our foodservice and technology platforms and associated staffing for these strategic focus areas as we deploy these capabilities across our entire organization,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer continued, “In particular, we now have integrated state of the art advertising, design, print and electronic display programs that we believe provide our customers a competitive edge.”

“We continue our relentless daily focus on managing the Company’s balance sheet and maximizing our liquidity position. At September 30, 2024, our shareholders’ equity was $111.7 million,” said Charles J. Schmaderer, AMCON’s Chief Financial Officer. Mr. Schmaderer also added, “We are investing capital to develop our recently acquired 250,000 square foot distribution facility in Colorado City, Colorado, which will support our customers’ growth initiatives in the Intermountain Region.”

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

CONSOLIDATED BALANCE SHEETS

	September			September
	2024			2023
ASSETS
Current assets:
Cash	$	672,788		$	790,931
Accounts receivable, less allowance for credit losses of $2.3 million at September 2024 and $2.4 million at September 2023		70,653,907			70,878,420
Inventories, net		144,254,843			158,582,816
Income taxes receivable		718,645			1,854,484
Prepaid expenses and other current assets		12,765,088			13,564,056
Total current assets		229,065,271			245,670,707

Property and equipment, net		106,049,061			80,607,451
Operating lease right-of-use assets, net		25,514,731			23,173,287
Goodwill		5,778,325			5,778,325
Other intangible assets, net		4,747,234			5,284,935
Other assets		2,952,688			2,914,495
Total assets	$	374,107,310		$	363,429,200

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	54,498,225		$	43,099,326
Accrued expenses		15,802,727			14,922,279
Accrued wages, salaries and bonuses		8,989,355			8,886,529
Current operating lease liabilities		7,036,751			6,063,048
Current maturities of long-term debt		5,202,443			1,955,065
Current mandatorily redeemable non-controlling interest		1,703,604			1,703,604
Total current liabilities		93,233,105			76,629,851

Credit facilities		121,272,004			140,437,989
Deferred income tax liability, net		4,374,316			4,917,960
Long-term operating lease liabilities		18,770,001			17,408,758
Long-term debt, less current maturities		16,562,908			11,675,439
Mandatorily redeemable non-controlling interest, less current portion		6,507,896			7,787,227
Other long-term liabilities		1,657,295			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 September 2024 and 608,689 shares outstanding at September 2023		9,648			9,431
Additional paid-in capital		34,439,735			30,585,388
Retained earnings		108,552,565			104,846,438
Treasury stock at cost		(31,272,163	)		(31,272,163	)
Total shareholders’ equity		111,729,785			104,169,094
Total liabilities and shareholders’ equity	$	374,107,310		$	363,429,200

AMCON Distributing Company and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

	Fiscal Years Ended September
	2024			2023
Sales (including excise taxes of $569.5 million and $564.6 million, respectively)	$	2,710,981,108		$	2,539,994,999
Cost of sales		2,528,626,652			2,369,150,102
Gross profit		182,354,456			170,844,897
Selling, general and administrative expenses		154,878,763			137,301,668
Depreciation and amortization		9,495,179			7,576,646
		164,373,942			144,878,314
Operating income		17,980,514			25,966,583

Other expense (income):
Interest expense		10,413,228			8,550,431
Change in fair value of mandatorily redeemable non-controlling interest		1,040,968			1,307,599
Other (income), net		(936,171	)		(1,193,840	)
		10,518,025			8,664,190
Income from operations before income taxes		7,462,489			17,302,393
Income tax expense		3,126,000			5,706,000
Net income available to common shareholders	$	4,336,489		$	11,596,393

Basic earnings per share available to common shareholders	$	7.24		$	19.85
Diluted earnings per share available to common shareholders	$	7.15		$	19.46

Basic weighted average shares outstanding		599,020			584,148
Diluted weighted average shares outstanding		606,782			595,850

Dividends paid per common share	$	1.00		$	5.72

AMCON Distributing Company and Subsidiaries

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

										Additional
	Common Stock			Treasury Stock						Paid-in		Retained
	Shares	Amount		Shares			Amount			Capital		Earnings			Total
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, $5.72 per share	—		—		—			—			—		(3,534,308	)		(3,534,308	)
Compensation expense and issuance of stock in connection with equity-based awards	26,263		263		—			—			3,682,187		—			3,682,450
Repurchase of common stock	—		—		(2,363	)		(404,876	)		—		—			(404,876	)
Net income available to common shareholders	—		—		—			—			—		11,596,393			11,596,393
Balance, September 30, 2023	943,272	$	9,431		(334,583	)	$	(31,272,163	)	$	30,585,388	$	104,846,438		$	104,169,094
Dividends on common stock, $1.00 per share	—		—		—			—			—		(630,362	)		(630,362	)
Compensation expense and issuance of stock in connection with equity-based awards	21,673		217		—			—			3,854,347		—			3,854,564
Net income available to common shareholders	—		—		—			—			—		4,336,489			4,336,489
Balance, September 30, 2024	964,945	$	9,648		(334,583	)	$	(31,272,163	)	$	34,439,735	$	108,552,565		$	111,729,785

AMCON Distributing Company and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

	September			September
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$	4,336,489		$	11,596,393
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation		8,957,478			7,161,468
Amortization		537,701			415,178
(Gain) loss on sales of property and equipment		(177,467	)		(133,659	)
Equity-based compensation		2,489,781			2,717,370
Deferred income taxes		(543,644	)		2,589,372
Provision for credit losses		(64,705	)		(133,924	)
Inventory allowance		62,349			(138,820	)
Change in fair value of contingent consideration		(124,992	)		—
Change in fair value of mandatorily redeemable non-controlling interest		1,040,968			1,307,599
Changes in assets and liabilities, net of effects of business combinations:
Accounts receivable		5,900,380			(138,956	)
Inventories		29,003,285			(7,728,394	)
Prepaid and other current assets		2,227,044			(679,229	)
Other assets		(38,193	)		(163,340	)
Accounts payable		11,397,485			2,213,085
Accrued expenses and accrued wages, salaries and bonuses		1,221,322			1,574,050
Other long-term liabilities		511,231			298,914
Income taxes payable and receivable		1,135,839			(1,034,889	)
Net cash flows from (used in) operating activities		67,872,351			19,722,218

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(20,429,805	)		(11,561,347	)
Proceeds from sales of property and equipment		416,546			151,808
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		(42,108,695	)		(66,274,842	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		2,517,192,464			2,512,309,723
Repayments under revolving credit facilities		(2,536,358,449	)		(2,463,134,172	)
Proceeds from borrowings on long-term debt		—			7,000,000
Principal payments on long-term debt		(3,765,153	)		(2,349,065	)
Repurchase of common stock		—			(404,876	)
Dividends on common stock		(630,362	)		(3,534,308	)
Redemption and distributions to non-controlling interest		(2,320,299	)		(2,975,323	)
Net cash flows from (used in) financing activities		(25,881,799	)		46,911,979
Net change in cash		(118,143	)		359,355
Cash, beginning of period		790,931			431,576
Cash, end of period	$	672,788		$	790,931

Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	9,985,313		$	8,311,375
Cash paid during the period for income taxes, net of refunds		2,520,127			4,141,370

Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	1,016,948		$	1,015,534
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	Nov. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 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