UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On April 18, 2024, AMCON Distributing Company (the “Company”) issued a press release announcing financial results for its second fiscal quarter ended March 31, 2024. A copy of the press release is attached to this report as Exhibit 99.1.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On April 19, 2024, the Company issued a press release announcing the signing of an Asset Purchase Agreement dated April 18, 2024, by and between the Company and Richmond Master Distributors, Inc. A copy of the press release is furnished as Exhibit 99.2 hereto and incorporated herein by reference.
The information in this report (including Exhibits 99.1 and 99.2) 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 Exhibits 99.1 and 99.2) 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 April 18, 2024, issued by AMCON Distributing Company announcing financial results for its second fiscal quarter ended March 31, 2024. |
| 99.2 | Press release, dated April 19, 2024, issued by AMCON Distributing Company announcing signing of an Asset Purchase Agreement. |
| 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: April 19, 2024 | /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 MARCH 31, 2024
NEWS RELEASE
Omaha, NE, April 18, 2024 - 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 $0.89 on net income available to common shareholders of $0.5 million for its second fiscal quarter ended March 31, 2024.
“Labor shortages, supply chain issues, inflation, volatility in energy prices, and the impact of rising interest rates continue to present challenges for our business. AMCON’s customer-centric philosophy is a competitive advantage in this economic environment, as our customers rely on our ability to deliver a timely flow of goods and services,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We welcome our new team members and customers from our recently announced acquisition of Burklund Distributors, Inc. AMCON is committed to pursuing strategic acquisition opportunities in the Convenience Distributor and Foodservice sectors.”
“Foodservice, technology platforms, and associated staffing for these strategic areas are a central focus for our management team,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “We are actively expanding our geographic reach to better serve our customers as they grow their store footprints.”
Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “At March 31, 2024, our shareholders’ equity was $108.0 million. We continue to maintain a strong liquidity position and recent amendments to our bank credit facilities provided additional flexibility to pursue our strategic objectives that materialized during the quarter.” Mr. Schmaderer also added, “We continue to invest in the completion of our 175,000 square foot distribution facility in Springfield, Missouri. In addition, we are also deploying capital in enhanced foodservice capabilities in our recently purchased 250,000 square foot facility in Colorado City, Colorado.”
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 with twelve (12) distribution centers in Colorado, Illinois, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee, and West Virginia. Through its Healthy Edge Retail Group, AMCON operates fourteen (14) 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
For Further Information Contact:
Charles J. Schmaderer
AMCON Distributing Company
Ph 402-331-3727
2
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
March 31, 2024 and September 30, 2023
| March | September | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 951,521 | $ | 790,931 | ||||
| Accounts receivable, less allowance for credit losses of $2.3 million at March 2024 and $2.4 million at September 2023 | 66,881,140 | 70,878,420 | ||||||
| Inventories, net | 121,324,279 | 158,582,816 | ||||||
| Income taxes receivable | 844,730 | 1,854,484 | ||||||
| Prepaid expenses and other current assets | 15,244,494 | 13,564,056 | ||||||
| Total current assets | 205,246,164 | 245,670,707 | ||||||
| Property and equipment, net | 94,475,740 | 80,607,451 | ||||||
| Operating lease right-of-use assets, net | 22,830,252 | 23,173,287 | ||||||
| Goodwill | 5,778,325 | 5,778,325 | ||||||
| Other intangible assets, net | 5,016,084 | 5,284,935 | ||||||
| Other assets | 2,810,304 | 2,914,495 | ||||||
| Total assets | $ | 336,156,869 | $ | 363,429,200 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 51,726,762 | $ | 43,099,326 | ||||
| Accrued expenses | 12,661,273 | 14,922,279 | ||||||
| Accrued wages, salaries and bonuses | 5,371,550 | 8,886,529 | ||||||
| Current operating lease liabilities | 6,031,117 | 6,063,048 | ||||||
| Current maturities of long-term debt | 4,485,028 | 1,955,065 | ||||||
| Current mandatorily redeemable non-controlling interest | 1,812,558 | 1,703,604 | ||||||
| Total current liabilities | 82,088,288 | 76,629,851 | ||||||
| Credit facilities | 99,194,708 | 140,437,989 | ||||||
| Deferred income tax liability, net | 5,071,404 | 4,917,960 | ||||||
| Long-term operating lease liabilities | 17,106,256 | 17,408,758 | ||||||
| Long-term debt, less current maturities | 16,045,738 | 11,675,439 | ||||||
| Mandatorily redeemable non-controlling interest, less current portion | 8,012,406 | 7,787,227 | ||||||
| Other long-term liabilities | 686,435 | 402,882 | ||||||
| Shareholders’ equity: | ||||||||
| Preferred stock, $.01 par value, 1,000,000 shares authorized | — | — | ||||||
| Common stock, $.01 par value, 3,000,000 shares authorized, 630,362 shares outstanding at March 2024 and 608,689 shares outstanding at September 2023 | 9,648 | 9,431 | ||||||
| Additional paid-in capital | 33,160,639 | 30,585,388 | ||||||
| Retained earnings | 106,053,510 | 104,846,438 | ||||||
| Treasury stock at cost | (31,272,163 | ) | (31,272,163 | ) | ||||
| Total shareholders’ equity | 107,951,634 | 104,169,094 | ||||||
| Total liabilities and shareholders’ equity | $ | 336,156,869 | $ | 363,429,200 | ||||
3
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and six months ended March 31, 2024 and 2023
| For the three months ended March | For the six months ended March | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Sales (including excise taxes of $127.4 and $130.9 million, and $265.5 and $261.3 million, respectively) | $ | 601,877,306 | $ | 584,993,848 | $ | 1,246,836,380 | $ | 1,150,983,356 | ||||||||
| Cost of sales | 559,566,439 | 543,861,287 | 1,161,224,591 | 1,074,881,211 | ||||||||||||
| Gross profit | 42,310,867 | 41,132,561 | 85,611,789 | 76,102,145 | ||||||||||||
| Selling, general and administrative expenses | 36,677,814 | 33,996,988 | 73,936,491 | 62,376,176 | ||||||||||||
| Depreciation and amortization | 2,289,390 | 1,807,753 | 4,508,558 | 2,878,639 | ||||||||||||
| 38,967,204 | 35,804,741 | 78,445,049 | 65,254,815 | |||||||||||||
| Operating income | 3,343,663 | 5,327,820 | 7,166,740 | 10,847,330 | ||||||||||||
| Other expense (income): | ||||||||||||||||
| Interest expense | 2,247,737 | 2,169,541 | 4,559,250 | 3,863,698 | ||||||||||||
| Change in fair value of mandatorily redeemable non-controlling interest | 134,389 | 221,030 | 334,133 | 166,114 | ||||||||||||
| Other (income), net | (191,006 | ) | (173,725 | ) | (754,147 | ) | (227,257 | ) | ||||||||
| 2,191,120 | 2,216,846 | 4,139,236 | 3,802,555 | |||||||||||||
| Income from operations before income taxes | 1,152,543 | 3,110,974 | 3,027,504 | 7,044,775 | ||||||||||||
| Income tax expense | 613,000 | 1,045,400 | 1,417,000 | 2,350,200 | ||||||||||||
| Net income available to common shareholders | $ | 539,543 | $ | 2,065,574 | $ | 1,610,504 | $ | 4,694,575 | ||||||||
| Basic earnings per share available to common shareholders | $ | 0.90 | $ | 3.53 | $ | 2.69 | $ | 8.04 | ||||||||
| Diluted earnings per share available to common shareholders | $ | 0.89 | $ | 3.49 | $ | 2.66 | $ | 7.94 | ||||||||
| Basic weighted average shares outstanding | 600,161 | 585,885 | 597,879 | 583,725 | ||||||||||||
| Diluted weighted average shares outstanding | 608,029 | 592,448 | 605,917 | 591,249 | ||||||||||||
| Dividends paid per common share | $ | 0.46 | $ | 5.18 | $ | 0.64 | $ | 5.36 | ||||||||
4
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Shareholders’ Equity
for the three and six months ended March 31, 2024 and 2023
| Additional | ||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||||||||||||||||||
| THREE MONTHS ENDED MARCH 2023 | ||||||||||||||||||||||||||||
| Balance, January 1, 2023 | 943,272 | $ | 9,431 | (332,220 | ) | $ | (30,867,287 | ) | $ | 29,357,154 | $ | 96,212,704 | $ | 94,712,002 | ||||||||||||||
| Dividends on common stock, $.18 per share | — | — | — | — | — | (111,220 | ) | (111,220 | ) | |||||||||||||||||||
| Compensation expense related to equity-based awards | — | — | — | — | 409,412 | — | 409,412 | |||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 2,065,574 | 2,065,574 | |||||||||||||||||||||
| Balance, March 31, 2023 | 943,272 | $ | 9,431 | (332,220 | ) | $ | (30,867,287 | ) | $ | 29,766,566 | $ | 98,167,058 | $ | 97,075,768 | ||||||||||||||
| THREE MONTHS ENDED MARCH 2024 | ||||||||||||||||||||||||||||
| Balance, January 1, 2024 | 964,945 | $ | 9,648 | (334,583 | ) | $ | (31,272,163 | ) | $ | 32,521,091 | $ | 105,627,432 | $ | 106,886,008 | ||||||||||||||
| Dividends on common stock, $0.18 per share | — | — | — | — | — | (113,465 | ) | (113,465 | ) | |||||||||||||||||||
| Compensation expense related to equity-based awards | — | — | — | — | 639,548 | — | 639,548 | |||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 539,543 | 539,543 | |||||||||||||||||||||
| Balance, March 31, 2024 | 964,945 | $ | 9,648 | (334,583 | ) | $ | (31,272,163 | ) | $ | 33,160,639 | $ | 106,053,510 | $ | 107,951,634 | ||||||||||||||
| Additional | ||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Total | ||||||||||||||||||||||
| SIX MONTHS ENDED MARCH 2023 | ||||||||||||||||||||||||||||
| 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, $5.36 per share | — | — | — | — | — | (3,311,870 | ) | (3,311,870 | ) | |||||||||||||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | 26,263 | 263 | — | — | 2,863,365 | — | 2,863,628 | |||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 4,694,575 | 4,694,575 | |||||||||||||||||||||
| Balance, March 31, 2023 | 943,272 | $ | 9,431 | (332,220 | ) | $ | (30,867,287 | ) | $ | 29,766,566 | $ | 98,167,058 | $ | 97,075,768 | ||||||||||||||
| SIX MONTHS ENDED MARCH 2024 | ||||||||||||||||||||||||||||
| Balance, October 1, 2023 | 943,272 | $ | 9,431 | (334,583 | ) | $ | (31,272,163 | ) | $ | 30,585,388 | $ | 104,846,438 | $ | 104,169,094 | ||||||||||||||
| Dividends on common stock, $0.64 per share | — | — | — | — | — | (403,432 | ) | (403,432 | ) | |||||||||||||||||||
| Compensation expense and issuance of stock in connection with equity-based awards | 21,673 | 217 | — | — | 2,575,251 | — | 2,575,468 | |||||||||||||||||||||
| Net income available to common shareholders | — | — | — | — | — | 1,610,504 | 1,610,504 | |||||||||||||||||||||
| Balance, March 31, 2024 | 964,945 | $ | 9,648 | (334,583 | ) | $ | (31,272,163 | ) | $ | 33,160,639 | $ | 106,053,510 | $ | 107,951,634 | ||||||||||||||
5
AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the six months ended March 31, 2024 and 2023
| March | March | |||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income available to common shareholders | $ | 1,610,504 | $ | 4,694,575 | ||||
| Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities: | ||||||||
| Depreciation | 4,239,707 | 2,732,312 | ||||||
| Amortization | 268,851 | 146,327 | ||||||
| (Gain) loss on sales of property and equipment | (105,505 | ) | (133,159 | ) | ||||
| Equity-based compensation | 1,210,685 | 1,061,383 | ||||||
| Deferred income taxes | 153,444 | 989,702 | ||||||
| Provision for credit losses | (133,707 | ) | (378,302 | ) | ||||
| Inventory allowance | 22,413 | (6,947 | ) | |||||
| Change in fair value of mandatorily redeemable non-controlling interest | 334,133 | 166,114 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | 4,130,987 | 5,097,281 | ||||||
| Inventories | 37,236,124 | 19,843,973 | ||||||
| Prepaid and other current assets | (1,680,438 | ) | (411,185 | ) | ||||
| Other assets | 104,191 | (275,796 | ) | |||||
| Accounts payable | 9,475,057 | 10,457,273 | ||||||
| Accrued expenses and accrued wages, salaries and bonuses | (4,402,600 | ) | (1,094,009 | ) | ||||
| Other long-term liabilities | 283,553 | 116,896 | ||||||
| Income taxes payable and receivable | 1,009,754 | (59,527 | ) | |||||
| Net cash flows from (used in) operating activities | 53,757,153 | 42,946,911 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (11,084,390 | ) | (2,760,586 | ) | ||||
| Proceeds from sales of property and equipment | 234,278 | 137,500 | ||||||
| Acquisition of Henry's | — | (54,958,637 | ) | |||||
| Net cash flows from (used in) investing activities | (10,850,112 | ) | (57,581,723 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Borrowings under revolving credit facilities | 1,128,853,805 | 1,184,888,842 | ||||||
| Repayments under revolving credit facilities | (1,170,097,086 | ) | (1,173,087,034 | ) | ||||
| Proceeds from borrowings on long-term debt | — | 7,000,000 | ||||||
| Principal payments on long-term debt | (1,099,738 | ) | (504,941 | ) | ||||
| Dividends on common stock | (403,432 | ) | (3,311,870 | ) | ||||
| Net cash flows from (used in) financing activities | (42,746,451 | ) | 14,984,997 | |||||
| Net change in cash | 160,590 | 350,185 | ||||||
| Cash, beginning of period | 790,931 | 431,576 | ||||||
| Cash, end of period | $ | 951,521 | $ | 781,761 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest, net of amounts capitalized | $ | 4,568,790 | $ | 3,527,737 | ||||
| Cash paid during the period for income taxes, net of refunds | 194,902 | 1,419,354 | ||||||
| Supplemental disclosure of non-cash information: | ||||||||
| Equipment acquisitions classified in accounts payable | $ | 167,913 | $ | 132,876 | ||||
| Purchase of property financed with debt | 8,000,000 | — | ||||||
| Issuance of common stock in connection with the vesting of equity-based awards | 1,296,372 | 2,044,805 | ||||||
6
Exhibit 99.2
AMCON DISTRIBUTING COMPANY ACQUIRES RICHMOND MASTER DISTRIBUTORS, INC.
NEWS RELEASE
Omaha, NE, April 19, 2024 - AMCON Distributing Company (“AMCON”, or the “Company”) (NYSE American: DIT), an Omaha, Nebraska-based Convenience and Foodservice Distributor is pleased to announce it has signed an Asset Purchase Agreement to acquire Richmond Master Distributors, Inc. (“Master Distributors”), of South Bend, Indiana.
“We are honored that Patrick Carrico and Scott Carrico have chosen AMCON to continue the legacy and stewardship of this outstanding enterprise, with a long history of innovation, that was founded in 1947,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer.” Mr. Atayan added, “We warmly welcome Master Distributors associates, customers, and vendors to our AMCON Family. Indiana has an excellent business environment and is a state that we want to continue to strategically expand in.”
AMCON will continue to serve Master Distributors customers from its location in South Bend. Upon completion of this acquisition AMCON will be servicing approximately 7,900 locations in 33 states.
“The Carrico family’s steadfast commitment and dedication to customer service and many years of industry leadership is a common operating philosophy shared by both AMCON and Master Distributors, which serves as a strong foundation to grow and support our customer base,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “We also look forward to providing the leading-edge customer-centered suite of services that AMCON has developed to bring additional value for the Master Distributors customers we will now be serving.”
“Master Distributors has continued to grow through the constant reinvention of products and services,” said Patrick Carrico, Master Distributors CEO. Patrick Carrico added, “The changing landscape of the retail operating environment requires that we provide our customers with a value proposition that exceeds expectations. To that end, we believe AMCON offers us the best means to deliver the products and services required for our customer’s success.” Scott Carrico, Master Distributors COO commented, “We now have the enhanced capacity, technology, geographic reach, and foodservice facilities required to serve our customers as they grow.” Scott Carrico added, “AMCON’s collaborative and positive work environment among colleagues, as well as mutual respect for customers embodies our core value system and will serve to foster our continued growth and innovation.”
The transaction is expected to close in the Company’s third quarter of fiscal 2024, subject to customary closing conditions.
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 with twelve (12) distribution centers in Colorado, Illinois, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee, and West Virginia. Through its Healthy Edge Retail Group, AMCON operates fourteen (14) 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
For Further Information Contact:
Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727
2