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) January 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.  ☐

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ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 18, 2024, the Company issued a press release announcing financial results for its first fiscal quarter ended December 31, 2023.  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 January 18, 2024, issued by AMCON Distributing Company announcing financial results for its first fiscal quarter ended December 31, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 18, 2024	/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 Quarter Ended December 31, 2023

OMAHA, Neb.--(BUSINESS WIRE)--January 18, 2024--AMCON Distributing Company (“AMCON” or “the Company”) (NYSE American: DIT), an Omaha, Nebraska based consumer products company, is pleased to announce fully diluted earnings per share of $1.78 on net income available to common shareholders of $1.1 million for its first fiscal quarter ended December 31, 2023.

“We are pleased with our first quarter 2024 results. Our business continues to encounter numerous operating challenges resulting from a labor shortage, supply chain issues, inflation, volatility in energy prices, and the impact of rising interest rates. The customer-centric philosophy AMCON embraces has enabled our management team to work closely with our customers to ensure a timely flow of goods and services,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We are actively pursuing strategic acquisition opportunities in the Convenience Distributor and Foodservice sectors.”

“We are investing heavily in our foodservice and technology platforms and associated staffing for these strategic focus areas,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “We are also looking to expand our geographic reach to better serve our customers as they grow their store footprints.”

Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “At December 31, 2023, our shareholders’ equity was $106.9 million. Our strong liquidity position provided maximum flexibility to take advantage of attractive short-term merchandising opportunities that materialized during the quarter.” Mr. Schmaderer also added, “Our new 175,000 square foot distribution facility in Springfield, Missouri became partially operational in the first fiscal quarter and we will continue to invest in the facility to support our customers’ growth initiatives.”

AMCON, and its subsidiaries Team Sledd, LLC and Henry’s Foods, Inc., is a leading Convenience Distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products with distribution centers in Illinois, 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.

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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

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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 2023 and September 30, 2023
			December				September
			2023				2023
			(Unaudited)
ASSETS
Current assets:
Cash			$	996,695			$	790,931
Accounts receivable, less allowance for credit losses of $2.3 million at December 2023 and $2.4 million at September 2023				68,822,905				70,878,420
Inventories, net				158,167,362				158,582,816
Income taxes receivable				1,517,687				1,854,484
Prepaid expenses and other current assets				13,926,848				13,564,056
Total current assets				243,431,497				245,670,707
Property and equipment, net				81,730,692				80,607,451
Operating lease right-of-use assets, net				23,345,042				23,173,287
Goodwill				5,778,325				5,778,325
Other intangible assets, net				5,150,510				5,284,935
Other assets				2,936,861				2,914,495
Total assets			$	362,372,927			$	363,429,200
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	44,059,086			$	43,099,326
Accrued expenses				13,788,439				14,922,279
Accrued wages, salaries and bonuses				5,160,357				8,886,529
Current operating lease liabilities				6,019,749				6,063,048
Current maturities of long-term debt				1,972,096				1,955,065
Current mandatorily redeemable non-controlling interest				1,757,236				1,703,604
Total current liabilities				72,756,963				76,629,851
Credit facilities				140,073,953				140,437,989
Deferred income tax liability, net				5,385,163				4,917,960
Long-term operating lease liabilities				17,646,454				17,408,758
Long-term debt, less current maturities				11,167,890				11,675,439
Mandatorily redeemable non-controlling interest, less current portion				7,933,339				7,787,227
Other long-term liabilities				523,157				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 December 2023 and 608,689 shares outstanding at September 2023				9,648				9,431
Additional paid-in capital				32,521,091				30,585,388
Retained earnings				105,627,432				104,846,438
Treasury stock at cost				(31,272,163	)			(31,272,163	)
Total shareholders’ equity				106,886,008				104,169,094
Total liabilities and shareholders’ equity			$	362,372,927			$	363,429,200

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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2023 and 2022
		For the three months ended December
		2023				2022
Sales (including excise taxes of $138.1 million and $130.3 million, respectively)		$	644,959,073			$	565,989,507
Cost of sales			601,658,151				531,019,924
Gross profit			43,300,922				34,969,583
Selling, general and administrative expenses			37,258,677				28,379,186
Depreciation and amortization			2,219,168				1,070,886
			39,477,845				29,450,072
Operating income			3,823,077				5,519,511
Other expense (income):
Interest expense			2,311,513				1,694,158
Change in fair value of mandatorily redeemable non-controlling interest			199,744				(54,916	)
Other (income), net			(563,141	)			(53,532	)
			1,948,116				1,585,710
Income from operations before income taxes			1,874,961				3,933,801
Income tax expense			804,000				1,304,800
Net income available to common shareholders		$	1,070,961			$	2,629,001
Basic earnings per share available to common shareholders		$	1.80			$	4.52
Diluted earnings per share available to common shareholders		$	1.78			$	4.46
Basic weighted average shares outstanding			595,623				581,612
Diluted weighted average shares outstanding			603,300				589,881
Dividends paid per common share		$	0.18			$	0.18

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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Shareholders’ Equity
for the three months ended December 31, 2023 and 2022
														Additional
		Common Stock					Treasury Stock							Paid-in			Retained
		Shares		Amount			Shares			Amount				Capital			Earnings				Total
THREE MONTHS ENDED DECEMBER 2022
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, $5.18 per share		—			—		—				—				—			(3,200,650	)			(3,200,650	)
Compensation expense and issuance of stock in connection with equity-based awards		26,263			263		—				—				2,453,953			—				2,454,216
Net income available to common shareholders		—			—		—				—				—			2,629,001				2,629,001
Balance, December 31, 2022		943,272		$	9,431		(332,220	)		$	(30,867,287	)		$	29,357,154		$	96,212,704			$	94,712,002
THREE MONTHS ENDED DECEMBER 2023
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, $0.46 per share		—			—		—				—				—			(289,967	)			(289,967	)
Compensation expense and issuance of stock in connection with equity-based awards		21,673			217		—				—				1,935,703			—				1,935,920
Net income available to common shareholders		—			—		—				—				—			1,070,961				1,070,961
Balance, December 31, 2023		964,945		$	9,648		(334,583	)		$	(31,272,163	)		$	32,521,091		$	105,627,432			$	106,886,008

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AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2023 and 2022
		December				December
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders		$	1,070,961			$	2,629,001
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation			2,084,743				1,028,353
Amortization			134,425				42,533
(Gain) loss on sales of property and equipment			(53,287	)			(36,000	)
Equity-based compensation			571,137				390,570
Deferred income taxes			467,203				1,145,822
Provision for credit losses			(91,969	)			(496,332	)
Inventory allowance			30,988				141,087
Change in fair value of mandatorily redeemable non-controlling interest			199,744				(54,916	)
Changes in assets and liabilities:
Accounts receivable			2,147,484				8,381,282
Inventories			384,466				(50,699,513	)
Prepaid and other current assets			(362,792	)			45,110
Other assets			(22,366	)			199,411
Accounts payable			1,627,403				(6,602,785	)
Accrued expenses and accrued wages, salaries and bonuses			(3,649,088	)			(4,794,015	)
Other long-term liabilities			120,275				48,921
Income taxes payable and receivable			336,797				158,978
Net cash flows from (used in) operating activities			4,996,124				(48,472,493	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(3,947,143	)			(1,455,405	)
Proceeds from sales of property and equipment			124,803				36,000
Net cash flows from (used in) investing activities			(3,822,340	)			(1,419,405	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities			603,650,771				639,488,133
Repayments under revolving credit facilities			(604,014,807	)			(589,262,053	)
Principal payments on long-term debt			(490,518	)			(202,396	)
Dividends on common stock			(113,466	)			(111,220	)
Net cash flows from (used in) financing activities			(968,020	)			49,912,464
Net change in cash			205,764				20,566
Cash, beginning of period			790,931				431,576
Cash, end of period		$	996,695			$	452,142
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	2,235,562			$	1,458,843
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable		$	347,891			$	28,183
Dividends declared, not paid			176,501				3,089,430
Issuance of common stock in connection with the vesting of equity-based awards			1,296,372				2,044,805

 

Contacts

Charles J. Schmaderer
AMCON Distributing Company
Ph 402-331-3727

Document and Entity Information	Jan. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2024
Entity Registrant Name	AMCON DISTRIBUTING COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	1-15589
Entity Tax Identification Number	47-0702918
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
Entity Emerging Growth Company	false
Entity Central Index Key	0000928465
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DIT
Security Exchange Name	NYSEAMER

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