8-K

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, 2020

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 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 20, 2020 the Company issued a press release announcing financial results for its first fiscal quarter ended December 31, 2019.  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, 2020, issued by AMCON Distributing Company announcing financial results for its first fiscal quarter ended December 31, 2019.

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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, 2020	/s/ Andrew C. Plummer
	Name: Andrew C. Plummer
	Title:  President & Chief Financial Officer

3

EX-99.1

Exhibit 99.1

AMCON Distributing Company Reports Results for the Quarter Ended December 31, 2019

OMAHA, Neb.--(BUSINESS WIRE)--January 20, 2020--AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska-based consumer products company is pleased to announce fully diluted earnings per share of $0.80 on net income available to common shareholders of $0.5 million for its first fiscal quarter ended December 31, 2019.

“AMCON has a legacy of first-class service and reliability which is the foundation of our position as a leader in the convenience distribution industry,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “The convenience store industry continues to embrace foodservice programs that are attractive to customers and competitive with quick serve restaurants. AMCON develops foodservice programs offering contemporary menu options that are optimal for our customers’ staffing and facility requirements. Additionally, our management team seeks strategic acquisition opportunities that expand the depth and breadth of our service territory, or enhance the portfolio of services we offer our customers.”

“Our service territory is expanding as our customers grow,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. He further noted, “With that growth, we continue to invest in our facilities, the development of leading edge technology and efficient logistics capabilities that are necessary to serve our customers’ needs on a daily basis. We were pleased to close December 31, 2019 with shareholders’ equity of $62.0 million and consolidated debt of $37.1 million.”

The wholesale distribution segment reported revenues of $350.0 million and operating income of $3.6 million for the first quarter of fiscal 2020. The retail health food segment reported revenues of $10.1 million and an operating loss of $1.1 million for the first quarter of fiscal 2020.

AMCON is a leading wholesale distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and chilled foods, and health and beauty care products with locations in Illinois, Missouri, Nebraska, North Dakota, South Dakota and Tennessee. AMCON also operates twenty-two (22) health and natural product retail stores in the Midwest and Florida. The retail stores operate under the names Akin’s Natural Foods www.akins.com in its Midwest market, and Chamberlin's Natural Foods www.chamberlins.com and Earth Origins Market www.earthoriginsmarket.com in its Florida market.

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

AMCON Distributing Company and Subsidiaries Condensed Consolidated Balance Sheets December 31, 2019 and September 30, 2019
	December			September
	2019			2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	439,991		$	337,704
Accounts receivable, less allowance for doubtful accounts of $1.2 million at December 2019 and $0.9 million at September 2019		31,466,281			24,665,620
Inventories, net		62,958,790			102,343,517
Income taxes receivable		254,606			350,378
Prepaid and other current assets		8,464,551			7,148,459
Total current assets		103,584,219			134,845,678
Property and equipment, net		18,323,979			17,655,415
Operating lease right-of-use assets, net		20,523,782			—
Goodwill		4,436,950			4,436,950
Other intangible assets, net		500,000			500,000
Other assets		231,527			273,579
Total assets	$	147,600,457		$	157,711,622
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	17,189,294		$	18,647,572
Accrued expenses		6,608,838			8,577,972
Accrued wages, salaries and bonuses		1,960,785			3,828,847
Current operating lease liabilities		5,460,582			—
Current maturities of long-term debt		537,285			532,747
Total current liabilities		31,756,784			31,587,138
Credit facility		33,524,029			60,376,714
Deferred income tax liability, net		1,978,165			1,823,373
Long-term operating lease liabilities		15,397,681			—
Long-term debt, less current maturities		2,989,526			3,125,644
Other long-term liabilities		—			42,011
Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 565,833 shares outstanding at December 2019 and 552,614 shares outstanding at September 2019		8,692			8,561
Additional paid-in capital		24,192,954			23,165,639
Retained earnings		66,592,637			66,414,397
Treasury stock at cost		(28,840,011	)		(28,831,855	)
Total shareholders’ equity		61,954,272			60,756,742
Total liabilities and shareholders’ equity	$	147,600,457		$	157,711,622

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Operations for the three months ended December 31, 2019 and 2018
	For the three months ended December
	2019			2018
Sales (including excise taxes of $94.0 million and $93.0 million, respectively)	$	360,101,103		$	344,733,920
Cost of sales		339,256,392			324,101,782
Gross profit		20,844,711			20,632,138
Selling, general and administrative expenses		18,952,735			17,957,214
Depreciation and amortization		725,461			608,008
		19,678,196			18,565,222
Operating income		1,166,515			2,066,916
Other expense (income):
Interest expense		472,423			322,950
Other (income), net		(6,778	)		(3,355	)
		465,645			319,595
Income from operations before income taxes		700,870			1,747,321
Income tax expense		249,000			502,000
Net income available to common shareholders	$	451,870		$	1,245,321
Basic earnings per share available to common shareholders	$	0.80		$	2.02
Diluted earnings per share available to common shareholders	$	0.80		$	1.99
Basic weighted average shares outstanding		562,578			617,858
Diluted weighted average shares outstanding		567,794			624,525
Dividends declared and paid per common share	$	0.18		$	0.18

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Shareholders’ Equity for the three months ended December 31, 2019 and 2018
									Additional
	Common Stock			Treasury Stock					Paid in		Retained
	Shares	Amount		Shares		Amount			Capital		Earnings			Total
THREE MONTHS ENDED DECEMBER 2018
Balance, October 1, 2018	844,089	$	8,441	(228,312	)	$	(21,324,752	)	$	22,069,098	$	63,848,030		$	64,600,817
Dividends on common stock, $0.46 per share	—		—	—			—			—		(296,936	)		(296,936	)
Compensation expense and issuance of stock in connection with equity-based awards	11,950		120	—			—			1,041,615		—			1,041,735
Repurchase of common stock	—		—	(10,432	)		(918,085	)		—		—			(918,085	)
Net income	—		—	—			—			—		1,245,321			1,245,321
Balance, December 31, 2018	856,039	$	8,561	(238,744	)	$	(22,242,837	)	$	23,110,713	$	64,796,415		$	65,672,852
THREE MONTHS ENDED DECEMBER 2019
Balance, October 1, 2019	856,039	$	8,561	(303,425	)	$	(28,831,855	)	$	23,165,639	$	66,414,397		$	60,756,742
Dividends on common stock, $0.46 per share	—		—	—			—			—		(273,630	)		(273,630	)
Compensation expense and issuance of stock in connection with equity-based awards	13,328		131	—			—			1,027,315		—			1,027,446
Repurchase of common stock	—		—	(109	)		(8,156	)		—		—			(8,156	)
Net income	—		—	—			—			—		451,870			451,870
Balance, December 31, 2019	869,367	$	8,692	(303,534	)	$	(28,840,011	)	$	24,192,954	$	66,592,637		$	61,954,272

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Cash Flows for the three months ended December 31, 2019 and 2018
	December			December
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	451,870		$	1,245,321
Adjustments to reconcile net income from operations to net cash flows from (used in) operating activities:
Depreciation		725,461			592,383
Amortization		—			15,625
Equity-based compensation		129,931			316,056
Deferred income taxes		154,792			276,942
Provision for losses on doubtful accounts		371,000			11,000
Inventory allowance		51,587			117,531
Other		(42,011	)		989
Changes in assets and liabilities:
Accounts receivable		(7,171,661	)		689,059
Inventories		39,333,140			22,199,828
Prepaid and other current assets		(1,578,437	)		(4,321,455	)
Other assets		42,052			50,265
Accounts payable		(1,623,841	)		(4,261,996	)
Accrued expenses and accrued wages, salaries and bonuses		(2,509,401	)		(2,515,963	)
Income taxes receivable		95,772			225,058
Net cash flows from (used in) operating activities		28,430,254			14,640,643
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,228,462	)		(956,976	)
Net cash flows from (used in) investing activities		(1,228,462	)		(956,976	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility		330,596,076			336,212,413
Repayments under revolving credit facility		(357,448,761	)		(348,325,547	)
Principal payments on long-term debt		(131,580	)		(235,188	)
Repurchase of common stock		(8,156	)		(918,085	)
Dividends on common stock		(107,084	)		(116,196	)
Net cash flows from (used in) financing activities		(27,099,505	)		(13,382,603	)
Net change in cash		102,287			301,064
Cash, beginning of period		337,704			520,644
Cash, end of period	$	439,991		$	821,708
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	519,459		$	306,243
Cash paid (refunded) during the period for income taxes		(1,563	)		—
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	234,816		$	200,782
Dividends declared, not paid		166,546			180,740
Issuance of common stock in connection with the vesting and exercise of equity-based awards		990,653			1,005,792

Contacts

Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727