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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) March 11, 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 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On March 11, 2024, AMCON Distributing Company (the "Company"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with Burklund Distributors, Inc. ("Burklund"). Under the Asset Purchase Agreement, the Company agreed to purchase substantially all of Burklund’s wholesale distribution assets for approximately $18.9 million plus or minus working capital adjustments as set forth in the Asset Purchase Agreement. The Company will fund the transaction with borrowings from its existing bank group and term debt. The transaction is expected to close in the Company’s third fiscal quarter of 2024. The transaction is subject to customary representations, warranties, covenants, and closing conditions.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On March 15, 2024, the Company issued a press release announcing the signing of the Asset Purchase Agreement, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) 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 Item 7.01 (including Exhibit 99.1) 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 March 15, 2024, issued by AMCON Distributing Company. |
| 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: March 15, 2024 | /s/ Charles J. Schmaderer |
| Name: | Charles J. Schmaderer | |
| Title: | Vice President, Chief Financial Officer and Secretary |
Exhibit 99.1
AMCON DISTRIBUTING COMPANY ACQUIRES BURKLUND DISTRIBUTORS, INC.
NEWS RELEASE
Omaha, NE, March 15, 2024 - AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska-based consumer products company is pleased to announce the acquisition of Burklund Distributors, Inc. (“Burklund”), of East Peoria, Illinois.
“We are honored that Jon Burklund and Rob Hackett have chosen AMCON to continue the legacy and stewardship of this third-generation family held business that was established by Edwin Burklund in 1939, and grown by Dale Burklund,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer.” Mr. Atayan added, “We warmly welcome all the Burklund associates, customers and vendors to our AMCON Family. AMCON recognizes and will continue to support the community services of central Illinois that Burklund has a long tradition of sponsorship.”
AMCON will continue to serve Burklund customers from Burklund’s East Peoria and Fairview Heights, Illinois distribution centers. Upon completion of this acquisition AMCON will be servicing approximately 7,400 locations in 32 states.
“Jon Burklund and Rob Hackett’s unwavering commitment and dedication to customer service is a common operating philosophy shared by both AMCON and Burklund and serves as a strong foundation to grow and support our customer base,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “We also look forward to providing the leading-edge customer-centered suite of services that AMCON has developed to bring additional value for the Burklund customers we will now be serving.”
“Burklund’s long-standing principal of Ever Growing, Ever Changing, Always a New Direction led us to AMCON who shares our steadfast commitment to our team members, customers, and community. Our organization is excited about this transaction as together we will be able to add increased capabilities for Burklund customers,” said Jon Burklund, Chairman of Burklund. Mr. Burklund added, “We now have the enhanced capacity, technology, geographic reach and foodservice facilities to serve our customers as they grow.” Burklund’s President Rob Hackett commented, “AMCON shares our respect for a positive and collaborative work environment among colleagues and mutual respect for customers which is another key element of our success. This made AMCON the ideal partner for the growth of our business.”
The transaction is expected to close in the Company’s third quarter of fiscal 2024, subject to customary closing conditions.
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 distribution centers in Colorado, 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.
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:
Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727
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