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 18, 2022

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 LLC

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.  ☐

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ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 18, 2022, the Company issued a press release announcing financial results for its first fiscal quarter ended December 31, 2021.  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 18, 2022, issued by AMCON Distributing Company announcing financial results for its first fiscal quarter ended December 31, 2021.
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: January 18, 2022	/s/ Charles J. Schmaderer
	Name:  Charles J. Schmaderer
	Title:    Vice President, Chief Financial Officer and Secretary

3

EX-99.1

Exhibit 99.1

AMCON Distributing Company Reports Results for the Quarter Ended December 31, 2021

OMAHA, Neb.--(BUSINESS WIRE)--January 18, 2022--AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska based consumer products company, is pleased to announce fully diluted earnings per share of $5.18 on net income available to common shareholders of $3.0 million for its first fiscal quarter ended December 31, 2021.

“We are pleased with our results for the first fiscal quarter. AMCON continues to navigate a challenging operating environment. Our management team was able to deliver our customers a safe, consistent and seamless level of customer service,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. Mr. Atayan further noted, “AMCON remains focused on our long-term strategic initiatives. We continue to seek out acquisition opportunities for distributors who want to align with our growing platform and customer centric management philosophy.”

The wholesale distribution segment reported revenues of $410.6 million and operating income of $7.4 million for the first quarter of fiscal 2022. The retail health food segment reported revenues of $11.9 million and operating income of $0.5 million for the first quarter of fiscal 2022.

“We work collaboratively with our customers to develop customized foodservice and technology platforms. This approach enables our customers to enhance their efficiencies and profitability, which is especially important in light of rapidly changing market conditions. Our customer base is growing geographically, and we are deploying the capital and human resources necessary to support this growth,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer also noted, “AMCON’s associates and management did an outstanding job of securing the products and staffing necessary to best serve our customers in these challenging conditions.”

Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “We are pleased with the progress of our strategic investment in Team Sledd, LLC. We ended the quarter with $79.6 million of shareholders’ equity and continue to work closely with our banking group to optimize our capital structure. We maintain consistently high levels of liquidity to support the growth of the enterprise.”

AMCON’s Healthy Edge Retail Group plays an important role in the health and wellness of the communities it serves. Throughout the pandemic, our management team has worked diligently to offer a continuous and safe shopping experience for customers. Our long-term relationship with the organic/natural products vendor community has enabled our stores to meet the demands of our customers for total wellness solutions. Our strategy is to offer a broad selection of the highest quality organic and natural merchandise available supported by a high degree of customer service not found at other big box retailers within our industry.

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 (20) 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, 2021 and September 30, 2021
	December			September
	2021			2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	840,961		$	519,591
Accounts receivable, less allowance for doubtful accounts of $0.8 million at December 2021 and $0.9 million at September 2021		30,861,247			35,844,163
Inventories, net		97,742,318			95,212,085
Prepaid expenses and other current assets		4,830,698			4,999,125
Total current assets		134,275,224			136,574,964
Property and equipment, net		15,449,705			16,012,524
Operating lease right-of-use assets, net		16,942,549			17,846,529
Note receivable, net of current portion		3,325,000			3,325,000
Goodwill		4,436,950			4,436,950
Other intangible assets, net		500,000			500,000
Equity method investment		10,406,708			9,380,343
Other assets		312,635			334,819
Total assets	$	185,648,771		$	188,411,129
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,372,775		$	24,235,042
Accrued expenses		9,686,140			11,468,955
Accrued wages, salaries and bonuses		2,892,772			4,489,852
Income taxes payable		1,194,512			867,160
Current operating lease liabilities		5,555,582			5,513,390
Current maturities of long-term debt		566,624			561,202
Total current liabilities		38,268,405			47,135,601
Credit facility		48,447,738			43,650,865
Deferred income tax liability, net		2,704,876			1,531,228
Long-term operating lease liabilities		11,723,408			12,669,157
Long-term debt, less current maturities		4,910,559			5,054,265
Other long-term liabilities		13,611			757,387
Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 582,789 shares outstanding at December 2021 and 551,369 shares outstanding at September 2021		9,148			8,834
Additional paid-in capital		26,999,735			24,918,781
Retained earnings		83,438,578			83,552,298
Treasury stock at cost		(30,867,287	)		(30,867,287	)
Total shareholders’ equity		79,580,174			77,612,626
Total liabilities and shareholders’ equity	$	185,648,771		$	188,411,129

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three months ended December 31, 2021 and 2020
	For the three months ended December
	2021			2020
Sales (including excise taxes of $97.1 million and $100.5 million, respectively)	$	422,571,278		$	404,744,774
Cost of sales		395,638,615			381,282,795
Gross profit		26,932,663			23,461,979
Selling, general and administrative expenses		22,390,740			18,599,816
Depreciation		784,245			774,285
		23,174,985			19,374,101
Operating income		3,757,678			4,087,878
Other expense (income):
Interest expense		322,097			376,430
Other (income), net		(40,109	)		(41,823	)
		281,988			334,607
Income from operations before income taxes		3,475,690			3,753,271
Income tax expense		1,245,000			1,011,000
Equity method investment earnings, net of tax		770,365			335,339
Net income available to common shareholders	$	3,001,055		$	3,077,610
Basic earnings per share available to common shareholders	$	5.33		$	5.61
Diluted earnings per share available to common shareholders	$	5.18		$	5.57
Basic weighted average shares outstanding		563,546			548,125
Diluted weighted average shares outstanding		578,964			552,059
Dividends paid per common share	$	5.18		$	0.18

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Shareholders’ Equity
for the three months ended December 31, 2021 and 2020
									Additional
	Common Stock			Treasury Stock					Paid-in		Retained
	Shares	Amount		Shares		Amount			Capital		Earnings			Total
THREE MONTHS ENDED DECEMBER 2020
Balance, October 1, 2020	869,867	$	8,697	(332,152	)	$	(30,861,549	)	$	24,282,058	$	71,362,334		$	64,791,540
Dividends on common stock, $5.18 per share	—		—	—			—			—		(3,038,544	)		(3,038,544	)
Compensation expense and issuance of stock in connection with equity-based awards	13,722		137	—			—			725,181		—			725,318
Repurchase of common stock	—		—	(68	)		(5,738	)		—		—			(5,738	)
Net income	—		—	—			—			—		3,077,610			3,077,610
Balance, December 31, 2020	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	25,007,239	$	71,401,400		$	65,550,186
THREE MONTHS ENDED DECEMBER 2021
Balance, October 1, 2021	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	24,918,781	$	83,552,298		$	77,612,626
Dividends on common stock, $5.18 per share	—		—	—			—			—		(3,114,775	)		(3,114,775	)
Compensation expense and issuance of stock in connection with equity-based awards	31,420		314	—			—			2,080,954		—			2,081,268
Repurchase of common stock	—		—	—			—			—		—			—
Net income	—		—	—			—			—		3,001,055			3,001,055
Balance, December 31, 2021	915,009	$	9,148	(332,220	)	$	(30,867,287	)	$	26,999,735	$	83,438,578		$	79,580,174

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the three months ended December 31, 2021 and 2020
	December			December
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,001,055		$	3,077,610
Adjustments to reconcile net income from operations to net cash flows from (used in) operating activities:
Depreciation		784,245			774,285
Equity method investment earnings, net of tax		(770,365	)		(335,339	)
(Gain) loss on sales of property and equipment		(31,000	)		(2,000	)
Equity-based compensation		710,056			346,891
Deferred income taxes		1,173,648			132,736
Provision for losses on doubtful accounts		(102,000	)		(24,000	)
Inventory allowance		99,304			172,137
Changes in assets and liabilities:
Accounts receivable		5,084,916			4,589,579
Inventories		(2,629,537	)		30,967,449
Prepaid and other current assets		(6,573	)		(5,792,622	)
Other assets		22,184			40,193
Accounts payable		(5,750,609	)		(5,069,889	)
Accrued expenses and accrued wages, salaries and bonuses		(1,519,848	)		(1,793,704	)
Other long-term liabilities		(743,776	)		(169,854	)
Income taxes payable and receivable		71,352			(211,854	)
Net cash flows from (used in) operating activities		(606,948	)		26,701,618
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(333,084	)		(432,505	)
Proceeds from sales of property and equipment		31,000			2,000
Principal payment received on note receivable		175,000			—
Net cash flows from (used in) investing activities		(127,084	)		(430,505	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility		439,039,482			385,943,710
Repayments under revolving credit facility		(434,242,609	)		(414,863,443	)
Proceeds from borrowings on long-term debt		—			3,000,000
Principal payments on long-term debt		(138,284	)		(136,119	)
Repurchase of common stock		—			(5,738	)
Dividends on common stock		(3,114,775	)		(105,599	)
Settlement and withholdings of equity-based awards		(488,412	)		(250,021	)
Net cash flows from (used in) financing activities		1,055,402			(26,417,210	)
Net change in cash		321,370			(146,097	)
Cash, beginning of period		519,591			661,195
Cash, end of period	$	840,961		$	515,098
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	333,941		$	426,655
Cash paid during the period for income taxes		—			1,090,119
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	16,591		$	16,007
Dividends declared, not paid		—			2,932,945
Issuance of common stock in connection with the vesting and exercise of equity-based awards		2,280,783			949,812

Contacts

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

XML

Document and Entity Information	Jan. 18, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2022
Entity Registrant Name	AMCON DISTRIBUTING COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	1-15589
Entity Tax Identification Number	47-0702918
Entity Address, Address Line One	7405 Irvington Road
Entity Address, Address Line Two	POST OFFICE BOX 641940 (68164-7940)
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68122
City Area Code	402
Local Phone Number	331-3727
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000928465
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DIT
Security Exchange Name	NYSEAMER