エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Act of 1934
Date
of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
| Registrant’s telephone number, including area code: |
| 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 |
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 August 5, 2026, the Company issued a press release announcing financial results for its third fiscal quarter ended June 30, 2026. 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 August 5, 2026, issued by AMCON Distributing Company announcing financial results for its third fiscal quarter ended June 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: August 5, 2026 | /s/ Charles J. Schmaderer | |
| Name: | Charles J. Schmaderer | |
| Title: | Vice President, Chief Financial Officer and Secretary | |
| 3 |
Exhibit 99.1
AMCON DISTRIBUTING COMPANY REPORTS RESULTS FOR THE QUARTER ENDED JUNE 30, 2026
NEWS RELEASE
Omaha, NE, August 5, 2026 - 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 $2.85 on net income available to common shareholders of $2.7 million for its third fiscal quarter ended June 30, 2026.
“AMCON’s operating philosophy has always been centered on a superior level of customer service. We are seeing the benefits of our approach and the associated commitment in facilities and geographic reach to support our retail partners,” 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 desire to align with our customer focused approach philosophy and further the legacy of their enterprises.”
“AMCON’s ability to deliver product in an efficient fashion is a key strategic benefit to our retail partners in an era of rising costs,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. He further noted, “AMCON’s broad geographic scope enables us to service customers across multiple time zones. Our customer-centric approach provides extraordinary value to our retail partners in challenging weather conditions as our AMCON teams ensure a consistent and timely flow of goods and services. As we grow, our customer base has demonstrated enthusiasm for our integrated state-of-the-art advertising, design, print and electronic display programs. These marketing tools provide our customers a competitive edge, especially in support of foodservice.”
For the fiscal quarter ended June 2026, the wholesale distribution segment reported revenues of $824.7 million and operating income of $9.2 million, and the retail health food segment reported revenues of $10.7 million and an operating loss of $0.2 million.
“We continue our relentless daily focus on managing the Company’s balance sheet and maximizing our liquidity position. At June 30, 2026, our shareholders’ equity was $115.5 million,” said Charles J. Schmaderer, AMCON’s Chief Financial Officer. Mr. Schmaderer also added, “Cost structures for Convenience Distributors have been impacted by the cumulative impact of inflation over a multi-year period. These inflationary pressures have resulted in higher operating expenses in areas such as product costs, labor and employee benefits, equipment, and insurance. We were pleased to be able to divest two of our facilities in the third quarter which enabled us to realize greater operating efficiency as a result.”
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 serving thirty-four (34) states from thirteen (13) distribution centers in Colorado, Idaho, Illinois, Indiana, Minnesota, Missouri, Nebraska, Ohio, 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.
| 1 |
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
| 2 |
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2026 and September 30, 2025
| June | September | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 636,644 | $ | 744,613 | ||||
| Accounts receivable, less allowance for credit losses of $2.7 million at June 2026 and $2.4 million at September 2025 | 77,799,572 | 73,192,069 | ||||||
| Inventories, net | 153,611,733 | 153,276,545 | ||||||
| Income taxes receivable | — | 140,986 | ||||||
| Prepaid expenses and other current assets | 17,199,541 | 12,150,645 | ||||||
| Total current assets | 249,247,490 | 239,504,858 | ||||||
| Property and equipment, net | 108,959,374 | 107,844,655 | ||||||
| Operating lease right-of-use assets, net | 27,859,940 | 30,488,841 | ||||||
| Goodwill | 5,778,325 | 5,778,325 | ||||||
| Other intangible assets, net | 3,892,581 | 4,240,359 | ||||||
| Other assets | 3,587,673 | 3,231,488 | ||||||
| Total assets | $ | 399,325,383 | $ | 391,088,526 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 56,103,868 | $ | 69,532,355 | ||||
| Accrued expenses | 15,978,173 | 15,459,406 | ||||||
| Accrued wages, salaries and bonuses | 5,090,221 | 6,745,698 | ||||||
| Income taxes payable | 996,840 | — | ||||||
| Current operating lease liabilities | 7,666,894 | 7,862,117 | ||||||
| Current maturities of long-term debt | 4,854,777 | 5,471,310 | ||||||
| Current mandatorily redeemable non-controlling interest | — | 7,020,895 | ||||||
| Total current liabilities | 90,690,773 | 112,091,781 | ||||||
| Credit facilities | 160,766,169 | 126,804,775 | ||||||
| Deferred income tax liability, net | 3,102,139 | 4,048,070 | ||||||
| Long-term operating lease liabilities | 20,364,983 | 22,845,456 | ||||||
| Long-term debt, less current maturities | 7,478,293 | 11,033,949 | ||||||
| Other long-term liabilities | 1,437,230 | 1,193,081 | ||||||
| Shareholders’ equity: | ||||||||
| Preferred stock, $.01 par value, 1,000,000 shares authorized | — | — | ||||||
| Common stock, $.01 par value, 3,000,000 shares authorized, 976,028 shares outstanding at June 2026 and 953,378 shares outstanding at September 2025 | 13,203 | 9,799 | ||||||
| Additional paid-in capital | 38,634,508 | 36,991,031 | ||||||
| Retained earnings | 109,243,343 | 108,475,842 | ||||||
| Treasury stock at cost | (32,405,258 | ) | (32,405,258 | ) | ||||
| Total shareholders’ equity | 115,485,796 | 113,071,414 | ||||||
| Total liabilities and shareholders’ equity | $ | 399,325,383 | $ | 391,088,526 | ||||
| 3 |
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and nine months ended June 30, 2026 and 2025
| For the three months ended June | For the nine months ended June | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales (including excise taxes of $157.7 million and $141.7 million, and $438.8 and $411.2 million, respectively) | $ | 835,340,185 | $ | 739,615,416 | $ | 2,281,047,956 | $ | 2,070,391,760 | ||||||||
| Cost of sales | 785,535,765 | 690,000,517 | 2,139,706,010 | 1,930,855,424 | ||||||||||||
| Gross profit | 49,804,420 | 49,614,899 | 141,341,946 | 139,536,336 | ||||||||||||
| Selling, general and administrative expenses | 43,013,403 | 42,529,118 | 125,988,512 | 123,224,702 | ||||||||||||
| Depreciation and amortization | 2,338,431 | 2,222,243 | 7,342,674 | 7,315,871 | ||||||||||||
| Operating expenses | 45,351,834 | 44,751,361 | 133,331,186 | 130,540,573 | ||||||||||||
| Gain on sales of real estate | (1,796,723 | ) | — | (1,796,723 | ) | — | ||||||||||
| 43,555,111 | 44,751,361 | 131,534,463 | 130,540,573 | |||||||||||||
| Operating income | 6,249,309 | 4,863,538 | 9,807,483 | 8,995,763 | ||||||||||||
| Other expense (income): | ||||||||||||||||
| Interest expense | 2,590,977 | 2,671,004 | 7,480,651 | 7,784,032 | ||||||||||||
| Change in fair value of mandatorily redeemable non-controlling interest | — | 195,750 | 438,240 | 663,418 | ||||||||||||
| Other income, net | (43,234 | ) | (111,763 | ) | (249,457 | ) | (279,693 | ) | ||||||||
| 2,547,743 | 2,754,991 | 7,669,434 | 8,167,757 | |||||||||||||
| Income from operations before income taxes | 3,701,566 | 2,108,547 | 2,138,049 | 828,006 | ||||||||||||
| Income tax expense | 1,015,000 | 790,000 | 833,000 | 751,000 | ||||||||||||
| Net income available to common shareholders | $ | 2,686,566 | $ | 1,318,547 | $ | 1,305,049 | $ | 77,006 | ||||||||
| Basic earnings per share available to common shareholders | $ | 2.89 | $ | 1.43 | $ | 1.41 | $ | 0.08 | ||||||||
| Diluted earnings per share available to common shareholders | $ | 2.85 | $ | 1.42 | $ | 1.40 | $ | 0.08 | ||||||||
| Basic weighted average shares outstanding | 930,727 | 922,857 | 928,846 | 920,866 | ||||||||||||
| Diluted weighted average shares outstanding | 943,918 | 926,551 | 934,865 | 924,387 | ||||||||||||
| Dividends paid per common share | $ | 0.12 | $ | 0.12 | $ | 0.55 | $ | 0.55 | ||||||||
| 4 |
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Shareholders’ Equity
for the three and nine months ended June 30, 2026 and 2025
| Additional | ||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||||||||||||||||||
| THREE MONTHS ENDED JUNE 2025 | ||||||||||||||||||||||||||||
| Balance, April 1, 2025 | 1,297,814 | $ | 9,799 | (329,656 | ) | $ | (31,272,163 | ) | $ | 35,715,308 | $ | 106,897,928 | $ | 111,350,872 | ||||||||||||||
| Dividends on common stock, $0.12 per share | — | — | — | — | — | (116,183 | ) | (116,183 | ) | |||||||||||||||||||
| Compensation expense related to equity-based awards | — | — | — | — | 637,861 | — | 637,861 | |||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 1,318,547 | 1,318,547 | |||||||||||||||||||||
| Balance, June 30, 2025 | 1,297,814 | $ | 9,799 | (329,656 | ) | $ | (31,272,163 | ) | $ | 36,353,169 | $ | 108,100,292 | $ | 113,191,097 | ||||||||||||||
| THREE MONTHS ENDED JUNE 2026 | ||||||||||||||||||||||||||||
| Balance, April 1, 2026 | 1,320,464 | $ | 13,203 | (344,436 | ) | $ | (32,405,258 | ) | $ | 38,085,548 | $ | 106,673,900 | $ | 112,367,393 | ||||||||||||||
| Dividends on common stock, $0.12 per share | — | — | — | — | — | (117,123 | ) | (117,123 | ) | |||||||||||||||||||
| Compensation expense related to equity-based awards | — | — | — | — | 548,960 | — | 548,960 | |||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 2,686,566 | 2,686,566 | |||||||||||||||||||||
| Balance, June 30, 2026 | 1,320,464 | $ | 13,203 | (344,436 | ) | $ | (32,405,258 | ) | $ | 38,634,508 | $ | 109,243,343 | $ | 115,485,796 | ||||||||||||||
| Additional | ||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||||||||||||||||||
| NINE MONTHS ENDED JUNE 2025 | ||||||||||||||||||||||||||||
| Balance, October 1, 2024 | 1,275,164 | $ | 9,648 | (329,656 | ) | $ | (31,272,163 | ) | $ | 34,439,735 | $ | 108,552,565 | $ | 111,729,785 | ||||||||||||||
| Dividends on common stock, $0.55 per share | — | — | — | — | — | (529,279 | ) | (529,279 | ) | |||||||||||||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | 22,650 | 151 | — | — | 1,913,434 | — | 1,913,585 | |||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 77,006 | 77,006 | |||||||||||||||||||||
| Balance, June 30, 2025 | 1,297,814 | $ | 9,799 | (329,656 | ) | $ | (31,272,163 | ) | $ | 36,353,169 | $ | 108,100,292 | $ | 113,191,097 | ||||||||||||||
| NINE MONTHS ENDED JUNE 2026 | ||||||||||||||||||||||||||||
| Balance, October 1, 2025 | 1,297,814 | $ | 9,799 | (344,436 | ) | $ | (32,405,258 | ) | $ | 36,991,031 | $ | 108,475,842 | $ | 113,071,414 | ||||||||||||||
| Dividends on common stock, $0.55 per share | — | — | — | — | — | (537,548 | ) | (537,548 | ) | |||||||||||||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | 22,650 | 151 | — | — | 1,646,730 | — | 1,646,881 | |||||||||||||||||||||
| Issuance of shares for stock split | — | 3,253 | — | — | (3,253 | ) | — | — | ||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 1,305,049 | 1,305,049 | |||||||||||||||||||||
| Balance, June 30, 2026 | 1,320,464 | $ | 13,203 | (344,436 | ) | $ | (32,405,258 | ) | $ | 38,634,508 | $ | 109,243,343 | $ | 115,485,796 | ||||||||||||||
| 5 |
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine months ended June 30, 2026 and 2025
| June | June | |||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income available to common shareholders | $ | 1,305,049 | $ | 77,006 | ||||
| Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities: | ||||||||
| Depreciation | 6,994,896 | 6,924,921 | ||||||
| Amortization | 347,778 | 390,950 | ||||||
| Gain on sales of real estate | (1,796,723 | ) | — | |||||
| Gain on sales of property and equipment | (94,394 | ) | (83,186 | ) | ||||
| Equity-based compensation | 1,646,881 | 1,913,585 | ||||||
| Deferred income taxes | (945,931 | ) | (1,049,698 | ) | ||||
| Provision for credit losses | 326,000 | 289,549 | ||||||
| Inventory allowance | 33,445 | (108,194 | ) | |||||
| Change in fair value of contingent consideration | — | (1,453,452 | ) | |||||
| Change in fair value of mandatorily redeemable non-controlling interest | 438,240 | 663,418 | ||||||
| Changes in assets and liabilities, net of effects of business combinations: | ||||||||
| Accounts receivable | (4,933,503 | ) | (8,471,600 | ) | ||||
| Inventories | (368,633 | ) | (1,924,234 | ) | ||||
| Prepaid and other current assets | (5,048,896 | ) | (1,998,163 | ) | ||||
| Other assets | (356,185 | ) | (255,431 | ) | ||||
| Accounts payable | (13,645,498 | ) | (7,669,560 | ) | ||||
| Accrued expenses and accrued wages, salaries and bonuses | (1,183,505 | ) | (1,068,207 | ) | ||||
| Other long-term liabilities | 244,149 | 400,606 | ||||||
| Income taxes payable and receivable | 1,137,826 | 950,130 | ||||||
| Net cash flows from (used in) operating activities | (15,899,004 | ) | (12,471,560 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (11,749,261 | ) | (8,238,960 | ) | ||||
| Proceeds from sales of real estate | 5,573,241 | — | ||||||
| Proceeds from sales of property and equipment | 174,533 | 106,163 | ||||||
| Acquisition of Arrowrock Supply | — | (6,131,527 | ) | |||||
| Net cash flows from (used in) investing activities | (6,001,487 | ) | (14,264,324 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Borrowings under revolving credit facilities | 2,163,783,506 | 1,929,823,754 | ||||||
| Repayments under revolving credit facilities | (2,129,822,112 | ) | (1,896,504,987 | ) | ||||
| Principal payments on long-term debt | (4,172,189 | ) | (3,938,660 | ) | ||||
| Dividends on common stock | (537,548 | ) | (529,279 | ) | ||||
| Redemption and distributions to non-controlling interest | (7,459,135 | ) | (1,961,410 | ) | ||||
| Net cash flows from (used in) financing activities | 21,792,522 | 26,889,418 | ||||||
| Net change in cash | (107,969 | ) | 153,534 | |||||
| Cash, beginning of period | 744,613 | 672,788 | ||||||
| Cash, end of period | $ | 636,644 | $ | 826,322 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest, net of amounts capitalized | $ | 7,461,969 | $ | 7,756,278 | ||||
| Cash paid during the period for income taxes, net of refunds | 635,980 | 831,068 | ||||||
| Supplemental disclosure of non-cash information: | ||||||||
| Equipment acquisitions classified in accounts payable | $ | 258,395 | $ | 42,729 | ||||
| 6 |