DIT AMCON Distributing Co

 

 

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

 

 

 

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

 

v3.24.2

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

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