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, 2023

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.  ☐

1

ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 18, 2023, the Company issued a press release announcing financial results for its first fiscal quarter ended December 31, 2022.  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, 2023, issued by AMCON Distributing Company announcing financial results for its first fiscal quarter ended December 31, 2022.
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, 2023	/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, 2022

OMAHA, Neb.--(BUSINESS WIRE)--January 18, 2023--AMCON Distributing Company (“AMCON” or “Company”) (NYSE American: DIT), an Omaha, Nebraska based consumer products company, is pleased to announce fully diluted earnings per share of $4.46 on net income available to common shareholders of $2.6 million for its first fiscal quarter ended December 31, 2022.

“AMCON has a strategic focus on Customer Service and this long-held approach enables our leadership in the Convenience Distribution industry,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. Mr. Atayan further noted, “AMCON continues to seek out acquisition opportunities for convenience and foodservice distributors who want to align with the Company’s growing platform and customer centric management philosophy.”

The wholesale distribution segment reported revenues of $555.7 million and operating income of $8.2 million for the first quarter of fiscal 2023. The retail health food segment reported revenues of $10.3 million and an operating loss of $0.3 million for the first quarter of fiscal 2023.

“We are proud of the extra efforts our team made to ensure timely delivery to our customers during the severe weather we encountered during the quarter,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer further noted, “We are investing heavily in our foodservice and technology platforms and associated staffing for these strategic focus areas. Our customer base is growing, and we continue to search for facilities in, and adjacent to, the geographic markets we serve.”

“We are actively managing our working capital position to take advantage of strategic opportunities in the marketplace,” said Charles J. Schmaderer, AMCON’s Chief Financial Officer. Mr. Schmaderer further noted, “As a core operating principle, we maintain high levels of liquidity and ended the quarter with $94.7 million of consolidated shareholders’ equity.”

AMCON is a leading convenience distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products servicing approximately 5,400 retail stores through distribution centers in Illinois, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia. AMCON, through its Healthy Edge Retail Group, also operates nineteen (19) 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

AMCON Distributing Company and Subsidiaries Condensed Consolidated Balance Sheets December 31, 2022 and September 30, 2022
	December			September
	2022			2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	452,142		$	431,576
Accounts receivable, less allowance for doubtful accounts of $2.0 million at December 2022 and $2.5 million September 2022		54,482,938			62,367,888
Inventories, net		185,213,063			134,654,637
Income taxes receivable		660,617			819,595
Prepaid expenses and other current assets		12,656,974			12,702,084
Total current assets		253,465,734			210,975,780
Property and equipment, net		48,449,099			48,085,520
Operating lease right-of-use assets, net		19,078,842			19,941,009
Goodwill		5,277,950			5,277,950
Other intangible assets, net		2,050,580			2,093,113
Other assets		2,551,744			2,751,155
Total assets	$	330,873,949		$	289,124,527
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33,296,105		$	39,962,363
Accrued expenses		14,658,185			14,446,210
Accrued wages, salaries and bonuses		3,794,970			7,811,207
Current operating lease liabilities		6,426,103			6,454,473
Current maturities of long-term debt		1,554,653			1,595,309
Current mandatorily redeemable non-controlling interest		1,755,611			1,712,095
Total current liabilities		61,485,627			71,981,657
Credit facilities		141,488,518			91,262,438
Deferred income tax liability, net		3,474,410			2,328,588
Long-term operating lease liabilities		12,989,955			13,787,721
Long-term debt, less current maturities		7,222,520			7,384,260
Mandatorily redeemable non-controlling interest, less current portion		9,348,028			9,446,460
Other long-term liabilities		152,889			103,968
Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 611,052 shares outstanding at December 2022 and 584,789 shares outstanding at September 2022		9,431			9,168
Additional paid-in capital		29,357,154			26,903,201
Retained earnings		96,212,704			96,784,353
Treasury stock at cost		(30,867,287	)		(30,867,287	)
Total shareholders’ equity		94,712,002			92,829,435
Total liabilities and shareholders’ equity	$	330,873,949		$	289,124,527

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Operations for the three months ended December 31, 2022 and 2021
	For the three months ended December
	2022			2021
Sales (including excise taxes of $130.3 million and $97.1 million, respectively)	$	565,989,507		$	422,571,278
Cost of sales		531,019,924			395,638,615
Gross profit		34,969,583			26,932,663
Selling, general and administrative expenses		28,379,186			22,390,740
Depreciation and amortization		1,070,886			784,245
		29,450,072			23,174,985
Operating income		5,519,511			3,757,678
Other expense (income):
Interest expense		1,694,158			322,097
Change in fair value of mandatorily redeemable non-controlling interest		(54,916	)		—
Other (income), net		(53,532	)		(40,109	)
		1,585,710			281,988
Income from operations before income taxes		3,933,801			3,475,690
Income tax expense		1,304,800			1,245,000
Equity method investment earnings, net of tax		—			770,365
Net income available to common shareholders	$	2,629,001		$	3,001,055
Basic earnings per share available to common shareholders	$	4.52		$	5.33
Diluted earnings per share available to common shareholders	$	4.46		$	5.18
Basic weighted average shares outstanding		581,612			563,546
Diluted weighted average shares outstanding		589,881			578,964
Dividends paid per common share	$	0.18		$	5.18

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Shareholders’ Equity for the three months ended December 31, 2022 and 2021
									Additional
	Common Stock			Treasury Stock					Paid-in		Retained
	Shares	Amount		Shares		Amount			Capital		Earnings			Total
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 settlement of equity-based awards	31,420		314	—			—			2,080,954		—			2,081,268
Net income available to common shareholders	—		—	—			—			—		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
THREE MONTHS ENDED DECEMBER 2022
Balance, October 1, 2022	917,009	$	9,168	(332,220	)	$	(30,867,287	)	$	26,903,201	$	96,784,353		$	92,829,435
Dividends on common stock, $5.18 per share	—		—	—			—			—		(3,200,650	)		(3,200,650	)
Compensation expense and settlement of equity-based awards	26,263		263	—			—			2,453,953		—			2,454,216
Net income available to common shareholders	—		—	—			—			—		2,629,001			2,629,001
Balance, December 31, 2022	943,272	$	9,431	(332,220	)	$	(30,867,287	)	$	29,357,154	$	96,212,704		$	94,712,002

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Cash Flows for the three months ended December 31, 2022 and 2021
	December			December
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$	2,629,001		$	3,001,055
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation		1,028,353			784,245
Amortization		42,533			—
Equity method investment earnings, net of tax		—			(770,365	)
(Gain) loss on sales of property and equipment		(36,000	)		(31,000	)
Equity-based compensation		390,570			710,056
Deferred income taxes		1,145,822			1,173,648
Provision for losses on doubtful accounts		(496,332	)		(102,000	)
Inventory allowance		141,087			99,304
Change in fair value of mandatorily redeemable non-controlling interest		(54,916	)		—
Changes in assets and liabilities:
Accounts receivable		8,381,282			5,084,916
Inventories		(50,699,513	)		(2,629,537	)
Prepaid and other current assets		45,110			(6,573	)
Other assets		199,411			22,184
Accounts payable		(6,602,785	)		(5,750,609	)
Accrued expenses and accrued wages, salaries and bonuses		(4,794,015	)		(1,519,848	)
Other long-term liabilities		48,921			(743,776	)
Income taxes payable and receivable		158,978			71,352
Net cash flows from (used in) operating activities		(48,472,493	)		(606,948	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,455,405	)		(333,084	)
Proceeds from sales of property and equipment		36,000			31,000
Principal payment received on note receivable		—			175,000
Net cash flows from (used in) investing activities		(1,419,405	)		(127,084	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		639,488,133			439,039,482
Repayments under revolving credit facilities		(589,262,053	)		(434,242,609	)
Principal payments on long-term debt		(202,396	)		(138,284	)
Dividends on common stock		(111,220	)		(3,114,775	)
Settlement and withholdings of equity-based awards		—			(488,412	)
Net cash flows from (used in) financing activities		49,912,464			1,055,402
Net change in cash		20,566			321,370
Cash, beginning of period		431,576			519,591
Cash, end of period	$	452,142		$	840,961
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1,458,843		$	333,941
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	28,183		$	16,591
Dividends declared, not paid		3,089,430			—
Issuance of common stock in connection with the vesting and exercise of equity-based awards		2,044,805			2,280,783

Contacts

For Further Information Contact:
Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727

XML

Document and Entity Information	Jan. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2023
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, 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