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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) January 20, 2025
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 January 20, 2025, the Company issued a press release announcing financial results for its first fiscal quarter ended December 31, 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 January 20, 2025, issued by AMCON Distributing Company announcing financial results for its first fiscal quarter ended December 31, 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: January 21, 2025 | /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 DECEMBER 31, 2024; COMPLETES ACQUISITION OF ARROWROCK SUPPLY
NEWS RELEASE
Omaha, NE, January 20, 2025 - 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 $0.57 on net income available to common shareholders of $0.3 million for its first fiscal quarter ended December 31, 2024.
“As the third largest Convenience Distributor in the United States measured by territory covered, AMCON is well positioned with the operational infrastructure necessary to advance the strategic plans of our growing retail partner base. AMCON’s long-standing core operating philosophy is to provide a superior level of customer service. Our customer-centric approach is particularly helpful in challenging weather conditions as we ensure that AMCON’s retail partners received a consistent and timely flow of goods and services,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We continue to actively seek strategic acquisition opportunities for Convenience and Foodservice Distributors, and their families, who want to align with our customer focused approach philosophy and further the legacy of their enterprises.”
“Foodservice through our Henry’s Foods (“Henry’s”) subsidiary continues to be a strategic focus. Henry’s offers a breadth and depth of proprietary foodservice programs and associated store level merchandising that is unparalleled in the convenience distribution industry. We now have the capability to offer turn-key solutions that will enable our retail partners the ability to compete head-on with the Quick Service Restaurant industry,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer continued, “In particular, we now have integrated state of the art advertising, design, print and electronic display programs that we believe provide our customers a competitive edge.”
“We continue our relentless daily focus on managing the Company’s balance sheet and maximizing our liquidity position. At December 31, 2024, our shareholders’ equity was $112.4 million,” said Charles J. Schmaderer, AMCON’s Chief Financial Officer. Mr. Schmaderer also added, “We are investing capital to develop our recently acquired 250,000 square foot distribution facility in Colorado City, Colorado, which will support our customers’ growth initiatives in the Intermountain Region. In addition, we successfully closed the previously announced acquisition of the assets of Arrowrock Supply of Boise, Idaho.”
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, Idaho, 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
CONSOLIDATED BALANCE SHEETS
| December | September | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 535,862 | $ | 672,788 | ||||
| Accounts receivable, less allowance for credit losses of $2.4 million at December 2024 and $2.3 million at September 2024 | 70,590,733 | 70,653,907 | ||||||
| Inventories, net | 174,523,527 | 144,254,843 | ||||||
| Income taxes receivable | 396,222 | 718,645 | ||||||
| Prepaid expenses and other current assets | 12,096,904 | 12,765,088 | ||||||
| Total current assets | 258,143,248 | 229,065,271 | ||||||
| Property and equipment, net | 106,745,867 | 106,049,061 | ||||||
| Operating lease right-of-use assets, net | 26,246,028 | 25,514,731 | ||||||
| Goodwill | 5,778,325 | 5,778,325 | ||||||
| Other intangible assets, net | 4,612,808 | 4,747,234 | ||||||
| Other assets | 3,142,994 | 2,952,688 | ||||||
| Total assets | $ | 404,669,270 | $ | 374,107,310 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 47,342,697 | $ | 54,498,225 | ||||
| Accrued expenses | 14,947,716 | 15,802,727 | ||||||
| Accrued wages, salaries and bonuses | 3,256,748 | 8,989,355 | ||||||
| Current operating lease liabilities | 7,337,464 | 7,036,751 | ||||||
| Current maturities of long-term debt | 5,248,488 | 5,202,443 | ||||||
| Current mandatorily redeemable non-controlling interest | 1,757,237 | 1,703,604 | ||||||
| Total current liabilities | 79,890,350 | 93,233,105 | ||||||
| Credit facilities | 165,900,612 | 121,272,004 | ||||||
| Deferred income tax liability, net | 4,443,893 | 4,374,316 | ||||||
| Long-term operating lease liabilities | 19,203,592 | 18,770,001 | ||||||
| Long-term debt, less current maturities | 15,176,659 | 16,562,908 | ||||||
| Mandatorily redeemable non-controlling interest, less current portion | 6,649,075 | 6,507,896 | ||||||
| Other long-term liabilities | 985,936 | 1,657,295 | ||||||
| Shareholders’ equity: | ||||||||
| Preferred stock, $.01 par value, 1,000,000 shares authorized | — | — | ||||||
| Common stock, $.01 par value, 3,000,000 shares authorized, 645,462 shares outstanding at December 2024 and 630,362 shares outstanding at September 2024 | 9,799 | 9,648 | ||||||
| Additional paid-in capital | 35,077,446 | 34,439,735 | ||||||
| Retained earnings | 108,604,071 | 108,552,565 | ||||||
| Treasury stock at cost | (31,272,163 | ) | (31,272,163 | ) | ||||
| Total shareholders’ equity | 112,419,153 | 111,729,785 | ||||||
| Total liabilities and shareholders’ equity | $ | 404,669,270 | $ | 374,107,310 | ||||
AMCON Distributing Company and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months ended December | ||||||||
| 2024 | 2023 | |||||||
| Sales (including excise taxes of $143.4 million and $138.1 million, respectively) | $ | 711,273,256 | $ | 644,959,073 | ||||
| Cost of sales | 664,379,704 | 601,658,151 | ||||||
| Gross profit | 46,893,552 | 43,300,922 | ||||||
| Selling, general and administrative expenses | 40,587,630 | 37,258,677 | ||||||
| Depreciation and amortization | 2,635,601 | 2,219,168 | ||||||
| 43,223,231 | 39,477,845 | |||||||
| Operating income | 3,670,321 | 3,823,077 | ||||||
| Other expense (income): | ||||||||
| Interest expense | 2,846,621 | 2,311,513 | ||||||
| Change in fair value of mandatorily redeemable non-controlling interest | 194,812 | 199,744 | ||||||
| Other (income), net | (111,531 | ) | (563,141 | ) | ||||
| 2,929,902 | 1,948,116 | |||||||
| Income from operations before income taxes | 740,419 | 1,874,961 | ||||||
| Income tax expense | 392,000 | 804,000 | ||||||
| Net income available to common shareholders | $ | 348,419 | $ | 1,070,961 | ||||
| Basic earnings per share available to common shareholders | $ | 0.57 | $ | 1.80 | ||||
| Diluted earnings per share available to common shareholders | $ | 0.57 | $ | 1.78 | ||||
| Basic weighted average shares outstanding | 611,322 | 595,623 | ||||||
| Diluted weighted average shares outstanding | 613,573 | 603,300 | ||||||
| Dividends paid per common share | $ | 0.18 | $ | 0.18 | ||||
AMCON Distributing Company and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| Additional | ||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | |||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||||||||||||
| 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 | ||||||||
| THREE MONTHS ENDED DECEMBER 2024 | ||||||||||||||||||||||
| Balance, October 1, 2024 | 964,945 | $ | 9,648 | (334,583 | ) | $ | (31,272,163 | ) | $ | 34,439,735 | $ | 108,552,565 | $ | 111,729,785 | ||||||||
| Dividends on common stock, $0.46 per share | — | — | — | — | — | (296,913 | ) | (296,913 | ) | |||||||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | 15,100 | 151 | — | — | 637,711 | — | 637,862 | |||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 348,419 | 348,419 | |||||||||||||||
| Balance, December 31, 2024 | 980,045 | $ | 9,799 | (334,583 | ) | $ | (31,272,163 | ) | $ | 35,077,446 | $ | 108,604,071 | $ | 112,419,153 | ||||||||
AMCON Distributing Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
| December | December | |||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income available to common shareholders | $ | 348,419 | $ | 1,070,961 | ||||
| Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities: | ||||||||
| Depreciation | 2,501,175 | 2,084,743 | ||||||
| Amortization | 134,426 | 134,425 | ||||||
| (Gain) loss on sales of property and equipment | (840 | ) | (53,287 | ) | ||||
| Equity-based compensation | 637,862 | 571,137 | ||||||
| Deferred income taxes | 69,577 | 467,203 | ||||||
| Provision for credit losses | 112,746 | (91,969 | ) | |||||
| Inventory allowance | 24,405 | 30,988 | ||||||
| Change in fair value of contingent consideration | (1,453,452 | ) | — | |||||
| Change in fair value of mandatorily redeemable non-controlling interest | 194,812 | 199,744 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (49,572 | ) | 2,147,484 | |||||
| Inventories | (30,293,089 | ) | 384,466 | |||||
| Prepaid and other current assets | 668,184 | (362,792 | ) | |||||
| Other assets | (190,306 | ) | (22,366 | ) | ||||
| Accounts payable | (6,911,400 | ) | 1,627,403 | |||||
| Accrued expenses and accrued wages, salaries and bonuses | (6,055,070 | ) | (3,649,088 | ) | ||||
| Other long-term liabilities | 71,823 | 120,275 | ||||||
| Income taxes payable and receivable | 322,423 | 336,797 | ||||||
| Net cash flows from (used in) operating activities | (39,867,877 | ) | 4,996,124 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (3,453,711 | ) | (3,947,143 | ) | ||||
| Proceeds from sales of property and equipment | 12,442 | 124,803 | ||||||
| Net cash flows from (used in) investing activities | (3,441,269 | ) | (3,822,340 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Borrowings under revolving credit facilities | 713,853,301 | 603,650,771 | ||||||
| Repayments under revolving credit facilities | (669,224,693 | ) | (604,014,807 | ) | ||||
| Principal payments on long-term debt | (1,340,204 | ) | (490,518 | ) | ||||
| Dividends on common stock | (116,184 | ) | (113,466 | ) | ||||
| Net cash flows from (used in) financing activities | 43,172,220 | (968,020 | ) | |||||
| Net change in cash | (136,926 | ) | 205,764 | |||||
| Cash, beginning of period | 672,788 | 790,931 | ||||||
| Cash, end of period | $ | 535,862 | $ | 996,695 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest, net of amounts capitalized | $ | 2,815,683 | $ | 2,235,562 | ||||
| Supplemental disclosure of non-cash information: | ||||||||
| Equipment acquisitions classified in accounts payable | $ | 772,820 | $ | 347,891 | ||||
| Dividends declared, not paid | 180,729 | 176,501 | ||||||
| Issuance of common stock in connection with the vesting of equity-based awards | — | 1,296,372 | ||||||