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) July 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 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 20, 2020 the Company issued a press release announcing financial results for its third fiscal quarter ended June 30, 2020.  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 20, 2020, issued by AMCON Distributing Company announcing financial results for its third fiscal quarter ended June 30, 2020.

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 20, 2020	/s/ Andrew C. Plummer
	Name: Andrew C. Plummer
	Title:   President & Chief Financial Officer

EX-99.1

Exhibit 99.1

AMCON Distributing Company Reports Results for the Quarter Ended June 30, 2020

OMAHA, Neb.--(BUSINESS WIRE)--July 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 $2.77 on net income available to common shareholders of $1.6 million for its third fiscal quarter ended June 30, 2020.

“AMCON continues to fulfill our role as an essential service provider and a key component of the United States supply chain as a distributor to convenience stores, truck stops, and rural grocery stores. In addition, our retail health food segment provides nutritional supplements that are an important component of health, wellness and immunity support,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. “We continue to be focused on our long-term strategic plan and are actively seeking acquisitions and other opportunities to expand the enterprise.”

“Our management team and associates have worked around the clock to secure product and position the organizational and operational assets that are at the foundation of our philosophy as a customer focused service organization. We have many long-term relationships with our key vendors which enabled us to navigate a challenging operational environment and minimize disruptions from the pandemic,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “We were pleased to close June 30, 2020 with shareholders’ equity of $64.0 million and consolidated debt of $59.6 million.”

The wholesale distribution segment reported revenues of $385.3 million and operating income of $4.4 million for the third quarter of fiscal 2020. The retail health food segment reported revenues of $11.5 million and an operating loss of $0.2 million for the third 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’s Healthy Edge Retail Group also operates twenty-one (21) 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 June 30, 2020 and September 30, 2019
	June			September
	2020			2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	596,564		$	337,704
Accounts receivable, less allowance for doubtful accounts of $1.2 million at June 2020 and $0.9 million at September 2019		33,626,042			24,665,620
Inventories, net		82,009,219			102,343,517
Income taxes receivable		—			350,378
Prepaid and other current assets		7,259,528			7,148,459
Total current assets		123,491,353			134,845,678
Property and equipment, net		18,236,033			17,655,415
Operating lease right-of-use assets, net		19,705,044			—
Note receivable		3,500,000			—
Goodwill		4,436,950			4,436,950
Other intangible assets, net		500,000			500,000
Equity method investment		6,648,666			—
Other assets		399,943			273,579
Total assets	$	176,917,989		$	157,711,622
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,719,129		$	18,647,572
Accrued expenses		7,067,083			8,577,972
Accrued wages, salaries and bonuses		2,968,148			3,828,847
Income taxes payable		480,649			—
Current operating lease liabilities		5,486,963			—
Current maturities of long-term debt		546,657			532,747
Total current liabilities		37,268,629			31,587,138
Credit facility		56,384,002			60,376,714
Deferred income tax liability, net		1,820,511			1,823,373
Long-term operating lease liabilities		14,578,728			—
Long-term debt, less current maturities		2,713,798			3,125,644
Other long-term liabilities		167,755			42,011
Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 564,878 shares outstanding at June 2020 and 552,614 shares outstanding at September 2019		8,697			8,561
Additional paid-in capital		24,250,873			23,165,639
Retained earnings		68,657,375			66,414,397
Treasury stock at cost		(28,932,379	)		(28,831,855	)
Total shareholders’ equity		63,984,566			60,756,742
Total liabilities and shareholders’ equity	$	176,917,989		$	157,711,622

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Operations for the three and nine months ended June 30, 2020 and 2019
	For the three months ended June						For the nine months ended June
		2020			2019			2020			2019
Sales (including excise taxes of $103.6 million and $98.0 million, and $285.1 million and $274.0 million, respectively)	$	396,854,324		$	369,981,516		$	1,094,841,943		$	1,025,431,309
Cost of sales		375,202,044			349,455,624			1,031,651,499			963,683,859
Gross profit		21,652,280			20,525,892			63,190,444			61,747,450
Selling, general and administrative expenses		18,377,641			18,513,048			55,843,266			53,861,943
Depreciation and amortization		801,683			620,142			2,318,045			1,869,378
		19,179,324			19,133,190			58,161,311			55,731,321
Operating income		2,472,956			1,392,702			5,029,133			6,016,129
Other expense (income):
Interest expense		461,581			381,469			1,321,267			1,100,995
Other (income), net		(42,525	)		(15,446	)		(79,222	)		(55,081	)
		419,056			366,023			1,242,045			1,045,914
Income from operations before income taxes		2,053,900			1,026,679			3,787,088			4,970,215
Income tax expense		586,000			361,000			1,168,000			1,536,000
Equity method investment earnings, net of tax		111,666			—			111,666			—
Net income available to common shareholders	$	1,579,566		$	665,679		$	2,730,754		$	3,434,215
Basic earnings per share available to common shareholders	$	2.79		$	1.12		$	4.84		$	5.65
Diluted earnings per share available to common shareholders	$	2.77		$	1.10		$	4.79		$	5.56
Basic weighted average shares outstanding		565,483			592,768			564,578			607,505
Diluted weighted average shares outstanding		569,902			606,278			569,873			617,887
Dividends declared and paid per common share	$	0.18		$	0.18		$	0.82		$	0.82

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Shareholders’ Equity for the three and nine months ended June 30, 2020 and 2019
									Additional
	Common Stock			Treasury Stock					Paid-in		Retained
	Shares	Amount		Shares		Amount			Capital		Earnings			Total
THREE MONTHS ENDED JUNE 2019
Balance, April 1, 2019	856,039	$	8,561	(263,271	)	$	(24,511,598	)	$	23,148,372	$	66,203,466		$	64,848,801
Dividends on common stock, $0.18 per share	—		—	—			—			—		(111,766	)		(111,766	)
Compensation expense and issuance of stock in connection with equity-based awards	—		—	—			—			36,801		—			36,801
Repurchase of common stock	—		—	(1	)		(141	)		—		—			(141	)
Net income	—		—	—			—			—		665,679			675,679
Balance, June 30, 2019	856,039	$	8,561	(263,272	)	$	(24,511,739	)	$	23,185,173	$	66,757,379		$	65,439,374
THREE MONTHS ENDED JUNE 2020
Balance, April 1, 2020	869,367	$	8,692	(303,841	)	$	(28,863,654	)	$	24,224,145	$	67,184,900		$	62,554,083
Dividends on common stock, $0.18 per share	—		—	—			—			—		(107,091	)		(107,091	)
Compensation expense and issuance of stock in connection with equity-based awards	500		5	—			—			26,728		—			26,733
Repurchase of common stock	—		—	(1,148	)		(68,725	)		—		—			(68,725	)
Net income	—		—	—			—			—		1,579,566			1,579,566
Balance, June 30, 2020	869,867	$	8,697	(304,989	)	$	(28,932,379	)	$	24,250,873	$	68,657,375		$	63,984,566

									Additional
	Common Stock			Treasury Stock					Paid-in		Retained
	Shares	Amount		Shares		Amount			Capital		Earnings			Total
NINE MONTHS ENDED JUNE 2019
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, $0.82 per share	—		—	—			—			—		(524,866	)		(524,866	)
Compensation expense and issuance of stock in connection with equity-based awards	11,950		120	—			—			1,116,075		—			1,116,195
Repurchase of common stock	—		—	(34,960	)		(3,186,987	)		—		—			(3,186,987	)
Net income	—		—	—			—			—		3,434,215			3,434,215
Balance, June 30, 2019	856,039	$	8,561	(263,272	)	$	(24,511,739	)	$	23,185,173	$	66,757,379		$	65,439,374
NINE MONTHS ENDED JUNE 2020
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, $0.82 per share	—		—	—			—			—		(487,776	)		(487,776	)
Compensation expense and issuance of stock in connection with equity-based awards	13,828		136	—			—			1,085,234		—			1,058,370
Repurchase of common stock	—		—	(1,564	)		(100,524	)		—		—			(100,524	)
Net income	—		—	—			—			—		2,730,754			2,730,754
Balance, June 30, 2020	869,867	$	8,697	(304,989	)	$	(28,932,379	)	$	24,250,873	$	68,657,375		$	63,984,566

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Cash Flows for the nine months ended June 30, 2020 and 2019
	June			June
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,730,754		$	3,434,215
Adjustments to reconcile net income from operations to net cash flows from (used in) operating activities:
Depreciation		2,318,045			1,827,711
Amortization		—			41,667
Equity method investment earnings, net of income tax		(111,666	)		—
Loss (gain) on sales of property and equipment		17,042			(15,376	)
Equity-based compensation		765,704			1,035,128
Deferred income taxes		(2,862	)		112,439
Provision for losses on doubtful accounts		349,000			179,000
Inventory allowance		182,218			454,357
Changes in assets and liabilities:
Accounts receivable		(9,309,422	)		(3,209,941	)
Inventories		20,152,080			11,468,718
Prepaid and other current assets		(373,414	)		(5,698,021	)
Other assets		(126,364	)		19,712
Accounts payable		2,040,386			2,485,721
Accrued expenses and accrued wages, salaries and bonuses		(1,424,472	)		(1,460,935	)
Other long-term liabilities		125,744			2,967
Income taxes payable and receivable		794,027			157,836
Net cash flows from (used in) operating activities		18,126,800			10,835,198
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,901,134	)		(3,385,977	)
Proceeds from sales of property and equipment		16,600			56,200
Investment in equity method investee		(6,500,000	)		—
Issuance of note receivable		(3,500,000	)		—
Net cash flows from (used in) investing activities		(12,884,534	)		(3,329,777	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility		1,083,878,207			1,022,309,940
Repayments under revolving credit facility		(1,087,870,919	)		(1,025,624,006	)
Principal payments on long-term debt		(397,936	)		(686,139	)
Proceeds from exercise of stock options		25,750			—
Repurchase of common stock		(100,524	)		(3,186,987	)
Dividends on common stock		(487,776	)		(524,866	)
Settlement and withholdings of equity-based awards		(30,208	)		—
Net cash flows from (used in) financing activities		(4,983,406	)		(7,712,058	)
Net change in cash		258,860			(206,637	)
Cash, beginning of period		337,704			520,644
Cash, end of period	$	596,564		$	314,007
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1,387,381		$	1,140,562
Cash paid during the period for income taxes		376,835			1,265,725
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	100,424		$	91,838
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