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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) 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
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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 | ||||
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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 | ||||||||
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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 | ||||||||||||||
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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 | ||||||
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