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 19, 2021

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.  ☐

1

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 19, 2021 the Company issued a press release announcing financial results for its third fiscal quarter ended June 30, 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 July 19, 2021, issued by AMCON Distributing Company announcing financial results for its third fiscal quarter ended June 30, 2021.

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: July 19, 2021	/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 June 30, 2021

OMAHA, Neb.--(BUSINESS WIRE)--July 19, 2021--AMCON Distributing Company (“AMCON”) (NYSE American: DIT), an Omaha, Nebraska based consumer products company, is pleased to announce fully diluted earnings per share of $6.48 on net income available to common shareholders of $3.7 million for its third fiscal quarter ended June 30, 2021.

“We are pleased with our results for the third fiscal quarter. Our Management Team and Associates’ central focus is on delivering a consistent level of high quality service to our customers in this challenging economic environment,” 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 Food Service Distributors who want to align with our growing platform and customer centric management philosophy.”

The wholesale distribution segment reported revenues of $426.6 million and operating income of $6.3 million for the third quarter of fiscal 2021. The retail health food segment reported revenues of $11.7 million and operating income of $0.6 million for the third quarter of fiscal 2021.

“Ongoing supply chain disruptions at consumer packaged goods companies have impacted product availability across all markets including the convenience distribution industry in which our Company operates. Additionally, the United States is experiencing an acute workforce shortage which has created a hyper-competitive wage environment which has impacted the Company’s operations. Our customer base continues to grow geographically and AMCON is deploying the capital and human resources necessary to support our customers’ growth in a collaborative fashion,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer further noted, “We are actively searching for facilities in, and adjacent to, the geographic markets we serve.”

Charles J. Schmaderer, AMCON’s Chief Financial Officer said, “AMCON is pleased with the progress of our strategic investment in Team Sledd, LLC. In addition, AMCON ended the quarter with $71.4 million of shareholders’ equity and we continue to diligently focus on maintaining high levels of liquidity in our business to support operations and our growth initiatives.”

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 June 30, 2021 and September 30, 2020
	June			September
	2021			2020
	(Unaudited)
ASSETS
Current assets:
Cash	$	699,895		$	661,195
Accounts receivable, less allowance for doubtful accounts of $0.9 million at June 2021 and September 2020		36,526,770			34,278,429
Inventories, net		95,640,441			98,971,773
Prepaid and other current assets		5,769,066			2,091,645
Total current assets		138,636,172			136,003,042
Property and equipment, net		16,425,171			17,497,274
Operating lease right-of-use assets, net		17,148,745			18,936,126
Note receivable		3,500,000			3,500,000
Goodwill		4,436,950			4,436,950
Other intangible assets, net		500,000			500,000
Equity method investment		7,784,753			6,744,095
Other assets		349,139			383,786
Total assets	$	188,780,930		$	188,001,273
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	24,788,839		$	22,108,299
Accrued expenses		11,169,530			8,306,160
Accrued wages, salaries and bonuses		3,839,072			4,761,020
Income taxes payable		495,860			567,408
Current operating lease liabilities		5,503,940			5,607,098
Current maturities of long-term debt		555,832			516,850
Total current liabilities		46,353,073			41,866,835
Credit facility		51,491,984			61,971,682
Deferred income tax liability, net		1,585,882			1,806,575
Long-term operating lease liabilities		12,000,823			14,028,606
Long-term debt, less current maturities		5,196,596			2,608,794
Other long-term liabilities		757,387			927,241
Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 551,369 shares outstanding at June 2021 and 537,715 shares outstanding at September 2020		8,834			8,697
Additional paid-in capital		24,943,292			24,282,058
Retained earnings		77,310,346			71,362,334
Treasury stock at cost		(30,867,287	)		(30,861,549	)
Total shareholders’ equity		71,395,185			64,791,540
Total liabilities and shareholders’ equity	$	188,780,930		$	188,001,273

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Operations for the three and nine months ended June 30, 2021 and 2020
	For the three months ended June						For the nine months ended June
	2021			2020			2021			2020
Sales (including excise taxes of $104.9 million and $103.6 million, and $297.4 million and $285.1 million, respectively)	$	438,313,030		$	396,854,324		$	1,221,571,294		$	1,094,841,943
Cost of sales		412,771,324			375,202,044			1,149,594,823			1,031,651,499
Gross profit		25,541,706			21,652,280			71,976,471			63,190,444
Selling, general and administrative expenses		20,501,117			18,377,641			58,123,100			55,843,266
Depreciation		741,180			801,683			2,295,390			2,318,045
		21,242,297			19,179,324			60,418,490			58,161,311
Operating income		4,299,409			2,472,956			11,557,981			5,029,133
Other expense (income):
Interest expense		329,929			461,581			1,016,902			1,321,267
Other (income), net		(43,437	)		(42,525	)		(169,525	)		(79,222	)
		286,492			419,056			847,377			1,242,045
Income from operations before income taxes		4,012,917			2,053,900			10,710,604			3,787,088
Income tax expense		1,076,000			586,000			2,916,000			1,168,000
Equity method investment earnings, net of tax		754,293			111,666			1,403,124			111,666
Net income available to common shareholders	$	3,691,210		$	1,579,566		$	9,197,728		$	2,730,754
Basic earnings per share available to common shareholders	$	6.69		$	2.79		$	16.71		$	4.84
Diluted earnings per share available to common shareholders	$	6.48		$	2.77		$	16.37		$	4.79
Basic weighted average shares outstanding		551,369			565,483			550,276			564,578
Diluted weighted average shares outstanding		569,481			569,902			561,940			569,873
Dividends declared and paid per common share	$	0.18		$	0.18		$	5.54		$	0.82

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Shareholders’ Equity for the three and nine months ended June 30, 2021 and 2020
									Additional
	Common Stock			Treasury Stock					Paid-in		Retained
	Shares	Amount		Shares		Amount			Capital		Earnings			Total
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
THREE MONTHS ENDED JUNE 2021
Balance, April 1, 2021	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	24,917,765	$	73,724,722		$	67,784,034
Dividends on common stock, $0.18 per share	—		—	—			—			—		(105,586	)		(105,586	)
Compensation expense and issuance of stock in connection with equity-based awards	—		—	—			—			25,527		—			25,527
Repurchase of common stock	—		—	—			—			—		—			—
Net income	—		—	—			—			—		3,691,210			3,691,210
Balance, June 30, 2021	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	24,943,292	$	77,310,346		$	71,395,185

									Additional
	Common Stock			Treasury Stock					Paid-in		Retained
	Shares	Amount		Shares		Amount			Capital		Earnings			Total
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		—			1,085,370
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
NINE MONTHS ENDED JUNE 2021
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, $5.54 per share	—		—	—			—			—		(3,249,716	)		(3,249,716	)
Compensation expense and issuance of stock in connection with equity-based awards	13,722		137	—			—			661,234		—			661,371
Repurchase of common stock	—		—	(68	)		(5,738	)		—		—			(5,738	)
Net income	—		—	—			—			—		9,197,728			9,197,728
Balance, June 30, 2021	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	24,943,292	$	77,310,346		$	71,395,185

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Cash Flows for the nine months ended June 30, 2021 and 2020
	June			June
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,197,728		$	2,730,754
Adjustments to reconcile net income from operations to net cash flows from (used in) operating activities:
Depreciation		2,295,390			2,318,045
Equity method investment earnings, net of tax		(1,403,124	)		(111,666	)
(Gain) loss on sales of property and equipment		(8,057	)		17,042
Equity-based compensation		1,819,272			765,704
Deferred income taxes		(220,693	)		(2,862	)
Provision for losses on doubtful accounts		86,000			349,000
Inventory allowance		238,148			182,218
Changes in assets and liabilities:
Accounts receivable		(2,334,341	)		(9,309,422	)
Inventories		3,093,184			20,152,080
Prepaid and other current assets		(3,677,421	)		(373,414	)
Equity method investment distributions		828,466			—
Other assets		34,647			(126,364	)
Accounts payable		2,680,540			2,040,386
Accrued expenses and accrued wages, salaries and bonuses		804,983			(1,424,472	)
Other long-term liabilities		(169,854	)		125,744
Income taxes payable and receivable		(537,548	)		794,027
Net cash flows from (used in) operating activities		12,727,320			18,126,800
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,254,958	)		(2,901,134	)
Proceeds from sales of property and equipment		39,728			16,600
Investment in equity method investee		—			(6,500,000	)
Issuance of note receivable		—			(3,500,000	)
Net cash flows from (used in) investing activities		(1,215,230	)		(12,884,534	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility		1,217,375,073			1,083,878,207
Repayments under revolving credit facility		(1,227,854,771	)		(1,087,870,919	)
Proceeds from borrowings on long-term debt		3,000,000			—
Principal payments on long-term debt		(373,216	)		(397,936	)
Proceeds from exercise of stock options		—			25,750
Repurchase of common stock		(5,738	)		(100,524	)
Dividends on common stock		(3,249,716	)		(487,776	)
Settlement and withholdings of equity-based awards		(365,022	)		(30,208	)
Net cash flows from (used in) financing activities		(11,473,390	)		(4,983,406	)
Net change in cash		38,700			258,860
Cash, beginning of period		661,195			337,704
Cash, end of period	$	699,895		$	596,564
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1,031,457		$	1,387,381
Cash paid during the period for income taxes		3,667,036			376,835
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	—		$	100,424
Issuance of common stock in connection with the vesting and exercise of equity-based awards		949,812			990,653

Contacts

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

XML

Document and Entity Information	Jul. 19, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 19, 2021
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