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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) April 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 April 18, 2024, AMCON Distributing Company (the “Company”) issued a press release announcing financial results for its second fiscal quarter ended March 31, 2024. A copy of the press release is attached to this report as Exhibit 99.1.

ITEM 7.01

REGULATION FD DISCLOSURE.

On April 19, 2024, the Company issued a press release announcing the signing of an Asset Purchase Agreement dated April 18, 2024, by and between the Company and Richmond Master Distributors, Inc. A copy of the press release is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

The information in this report (including Exhibits 99.1 and 99.2) 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 Exhibits 99.1 and 99.2) 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 April 18, 2024, issued by AMCON Distributing Company announcing financial results for its second fiscal quarter ended March 31, 2024.

99.2

Press release, dated April 19, 2024, issued by AMCON Distributing Company announcing signing of an Asset Purchase Agreement.

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: April 19, 2024	/s/ Charles J. Schmaderer

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

EX-99.1 2 tm2412211d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

AMCON DISTRIBUTING COMPANY REPORTS RESULTS FOR THE QUARTER ENDED MARCH 31, 2024

NEWS RELEASE

Omaha, NE, April 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 $0.89 on net income available to common shareholders of $0.5 million for its second fiscal quarter ended March 31, 2024.

“Labor shortages, supply chain issues, inflation, volatility in energy prices, and the impact of rising interest rates continue to present challenges for our business. 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,” 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 announced acquisition of Burklund Distributors, Inc. AMCON is committed to pursuing strategic acquisition opportunities in the Convenience Distributor and Foodservice sectors.”

“Foodservice, technology platforms, and associated staffing for these strategic areas are a central focus for our management team,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “We are actively expanding our geographic reach to better serve our customers as they grow their store footprints.”

Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “At March 31, 2024, our shareholders’ equity was $108.0 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 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 facility in Colorado City, Colorado.”

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 twelve (12) distribution centers in Colorado, Illinois, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee, and West Virginia. Through its Healthy Edge Retail Group, AMCON operates fourteen (14) 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

March 31, 2024 and September 30, 2023

	March			September
	2024			2023
		(Unaudited)
ASSETS
Current assets:
Cash	$	951,521		$	790,931
Accounts receivable, less allowance for credit losses of $2.3 million at March 2024 and $2.4 million at September 2023		66,881,140			70,878,420
Inventories, net		121,324,279			158,582,816
Income taxes receivable		844,730			1,854,484
Prepaid expenses and other current assets		15,244,494			13,564,056
Total current assets		205,246,164			245,670,707

Property and equipment, net		94,475,740			80,607,451
Operating lease right-of-use assets, net		22,830,252			23,173,287
Goodwill		5,778,325			5,778,325
Other intangible assets, net		5,016,084			5,284,935
Other assets		2,810,304			2,914,495
Total assets	$	336,156,869		$	363,429,200

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	51,726,762		$	43,099,326
Accrued expenses		12,661,273			14,922,279
Accrued wages, salaries and bonuses		5,371,550			8,886,529
Current operating lease liabilities		6,031,117			6,063,048
Current maturities of long-term debt		4,485,028			1,955,065
Current mandatorily redeemable non-controlling interest		1,812,558			1,703,604
Total current liabilities		82,088,288			76,629,851

Credit facilities		99,194,708			140,437,989
Deferred income tax liability, net		5,071,404			4,917,960
Long-term operating lease liabilities		17,106,256			17,408,758
Long-term debt, less current maturities		16,045,738			11,675,439
Mandatorily redeemable non-controlling interest, less current portion		8,012,406			7,787,227
Other long-term liabilities		686,435			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 March 2024 and 608,689 shares outstanding at September 2023		9,648			9,431
Additional paid-in capital		33,160,639			30,585,388
Retained earnings		106,053,510			104,846,438
Treasury stock at cost		(31,272,163	)		(31,272,163	)
Total shareholders’ equity		107,951,634			104,169,094
Total liabilities and shareholders’ equity	$	336,156,869		$	363,429,200

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Operations

for the three and six months ended March 31, 2024 and 2023

	For the three months ended March						For the six months ended March
	2024			2023			2024			2023
Sales (including excise taxes of $127.4 and $130.9 million, and $265.5 and $261.3 million, respectively)	$	601,877,306		$	584,993,848		$	1,246,836,380		$	1,150,983,356
Cost of sales		559,566,439			543,861,287			1,161,224,591			1,074,881,211
Gross profit		42,310,867			41,132,561			85,611,789			76,102,145
Selling, general and administrative expenses		36,677,814			33,996,988			73,936,491			62,376,176
Depreciation and amortization		2,289,390			1,807,753			4,508,558			2,878,639
		38,967,204			35,804,741			78,445,049			65,254,815
Operating income		3,343,663			5,327,820			7,166,740			10,847,330

Other expense (income):
Interest expense		2,247,737			2,169,541			4,559,250			3,863,698
Change in fair value of mandatorily redeemable non-controlling interest		134,389			221,030			334,133			166,114
Other (income), net		(191,006	)		(173,725	)		(754,147	)		(227,257	)
		2,191,120			2,216,846			4,139,236			3,802,555
Income from operations before income taxes		1,152,543			3,110,974			3,027,504			7,044,775
Income tax expense		613,000			1,045,400			1,417,000			2,350,200
Net income available to common shareholders	$	539,543		$	2,065,574		$	1,610,504		$	4,694,575

Basic earnings per share available to common shareholders	$	0.90		$	3.53		$	2.69		$	8.04
Diluted earnings per share available to common shareholders	$	0.89		$	3.49		$	2.66		$	7.94

Basic weighted average shares outstanding		600,161			585,885			597,879			583,725
Diluted weighted average shares outstanding		608,029			592,448			605,917			591,249

Dividends paid per common share	$	0.46		$	5.18		$	0.64		$	5.36

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Shareholders’ Equity

for the three and six months ended March 31, 2024 and 2023

											Additional
	Common Stock				Treasury Stock						Paid-in		Retained
	Shares		Amount		Shares			Amount			Capital		Earnings			Total
THREE MONTHS ENDED MARCH 2023
Balance, January 1, 2023		943,272	$	9,431		(332,220	)	$	(30,867,287	)	$	29,357,154	$	96,212,704		$	94,712,002
Dividends on common stock, $.18 per share		—		—		—			—			—		(111,220	)		(111,220	)
Compensation expense related to equity-based awards		—		—		—			—			409,412		—			409,412
Net income available to common shareholders		—		—		—			—			—		2,065,574			2,065,574
Balance, March 31, 2023		943,272	$	9,431		(332,220	)	$	(30,867,287	)	$	29,766,566	$	98,167,058		$	97,075,768

THREE MONTHS ENDED MARCH 2024
Balance, January 1, 2024		964,945	$	9,648		(334,583	)	$	(31,272,163	)	$	32,521,091	$	105,627,432		$	106,886,008
Dividends on common stock, $0.18 per share		—		—		—			—			—		(113,465	)		(113,465	)
Compensation expense related to equity-based awards		—		—		—			—			639,548		—			639,548
Net income available to common shareholders		—		—		—			—			—		539,543			539,543
Balance, March 31, 2024		964,945	$	9,648		(334,583	)	$	(31,272,163	)	$	33,160,639	$	106,053,510		$	107,951,634

											Additional
	Common Stock				Treasury Stock						Paid-in		Retained
	Shares		Amount		Shares			Amount			Capital		Earnings			Total
SIX MONTHS ENDED MARCH 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, $5.36 per share		—		—		—			—			—		(3,311,870	)		(3,311,870	)
Compensation expense and issuance of stock in connection with equity-based awards		26,263		263		—			—			2,863,365		—			2,863,628
Net income available to common shareholders		—		—		—			—			—		4,694,575			4,694,575
Balance, March 31, 2023		943,272	$	9,431		(332,220	)	$	(30,867,287	)	$	29,766,566	$	98,167,058		$	97,075,768

SIX MONTHS ENDED MARCH 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, $0.64 per share		—		—		—			—			—		(403,432	)		(403,432	)
Compensation expense and issuance of stock in connection with equity-based awards		21,673		217		—			—			2,575,251		—			2,575,468
Net income available to common shareholders		—		—		—			—			—		1,610,504			1,610,504
Balance, March 31, 2024		964,945	$	9,648		(334,583	)	$	(31,272,163	)	$	33,160,639	$	106,053,510		$	107,951,634

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Cash Flows

for the six months ended March 31, 2024 and 2023

	March			March
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$	1,610,504		$	4,694,575
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation		4,239,707			2,732,312
Amortization		268,851			146,327
(Gain) loss on sales of property and equipment		(105,505	)		(133,159	)
Equity-based compensation		1,210,685			1,061,383
Deferred income taxes		153,444			989,702
Provision for credit losses		(133,707	)		(378,302	)
Inventory allowance		22,413			(6,947	)
Change in fair value of mandatorily redeemable non-controlling interest		334,133			166,114
Changes in assets and liabilities:
Accounts receivable		4,130,987			5,097,281
Inventories		37,236,124			19,843,973
Prepaid and other current assets		(1,680,438	)		(411,185	)
Other assets		104,191			(275,796	)
Accounts payable		9,475,057			10,457,273
Accrued expenses and accrued wages, salaries and bonuses		(4,402,600	)		(1,094,009	)
Other long-term liabilities		283,553			116,896
Income taxes payable and receivable		1,009,754			(59,527	)
Net cash flows from (used in) operating activities		53,757,153			42,946,911

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(11,084,390	)		(2,760,586	)
Proceeds from sales of property and equipment		234,278			137,500
Acquisition of Henry's		—			(54,958,637	)
Net cash flows from (used in) investing activities		(10,850,112	)		(57,581,723	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		1,128,853,805			1,184,888,842
Repayments under revolving credit facilities		(1,170,097,086	)		(1,173,087,034	)
Proceeds from borrowings on long-term debt		—			7,000,000
Principal payments on long-term debt		(1,099,738	)		(504,941	)
Dividends on common stock		(403,432	)		(3,311,870	)
Net cash flows from (used in) financing activities		(42,746,451	)		14,984,997
Net change in cash		160,590			350,185
Cash, beginning of period		790,931			431,576
Cash, end of period	$	951,521		$	781,761

Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	4,568,790		$	3,527,737
Cash paid during the period for income taxes, net of refunds		194,902			1,419,354

Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	167,913		$	132,876
Purchase of property financed with debt		8,000,000			—
Issuance of common stock in connection with the vesting of equity-based awards		1,296,372			2,044,805

EX-99.2 3 tm2412211d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

AMCON DISTRIBUTING COMPANY ACQUIRES RICHMOND MASTER DISTRIBUTORS, INC.

NEWS RELEASE

Omaha, NE, April 19, 2024 - AMCON Distributing Company (“AMCON”, or the “Company”) (NYSE American: DIT), an Omaha, Nebraska-based Convenience and Foodservice Distributor is pleased to announce it has signed an Asset Purchase Agreement to acquire Richmond Master Distributors, Inc. (“Master Distributors”), of South Bend, Indiana.

“We are honored that Patrick Carrico and Scott Carrico have chosen AMCON to continue the legacy and stewardship of this outstanding enterprise, with a long history of innovation, that was founded in 1947,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer.” Mr. Atayan added, “We warmly welcome Master Distributors associates, customers, and vendors to our AMCON Family. Indiana has an excellent business environment and is a state that we want to continue to strategically expand in.”

AMCON will continue to serve Master Distributors customers from its location in South Bend. Upon completion of this acquisition AMCON will be servicing approximately 7,900 locations in 33 states.

“The Carrico family’s steadfast commitment and dedication to customer service and many years of industry leadership is a common operating philosophy shared by both AMCON and Master Distributors, which 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 Master Distributors customers we will now be serving.”

“Master Distributors has continued to grow through the constant reinvention of products and services,” said Patrick Carrico, Master Distributors CEO. Patrick Carrico added, “The changing landscape of the retail operating environment requires that we provide our customers with a value proposition that exceeds expectations. To that end, we believe AMCON offers us the best means to deliver the products and services required for our customer’s success.” Scott Carrico, Master Distributors COO commented, “We now have the enhanced capacity, technology, geographic reach, and foodservice facilities required to serve our customers as they grow.” Scott Carrico added, “AMCON’s collaborative and positive work environment among colleagues, as well as mutual respect for customers embodies our core value system and will serve to foster our continued growth and innovation.”

The transaction is expected to close in the Company’s third quarter of fiscal 2024, subject to customary closing conditions.

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