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) April 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.  ☐

1

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 18, 2022, the Company issued a press release announcing financial results for its second fiscal quarter ended March 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 April 18, 2022, issued by AMCON Distributing Company announcing financial results for its second fiscal quarter ended March 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: April 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 March 31, 2022

OMAHA, Neb.--(BUSINESS WIRE)--April 18, 2022--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 $5.19 on net income available to common shareholders of $3.0 million for its second fiscal quarter ended March 31, 2022.

“We are pleased with our results for the second fiscal quarter. Our management team has remained highly focused on delivering a consistently superior level of customer service in a highly challenging operating environment,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. Mr. Atayan further noted, “AMCON continues 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 $379.5 million and operating income of $6.3 million for the second quarter of fiscal 2022. The retail health food segment reported revenues of $12.4 million and operating income of $0.7 million for the second quarter of fiscal 2022.

“Ongoing supply chain disruptions with the consumer-packaged goods companies we partner with have impacted product availability across all markets, including the convenience distribution industry in which our company operates. The United States continues to experience an acute workforce shortage which we work diligently to address in our daily operations. Our Annual Spring Trade Show was well received and provides momentum as we enter our summer season. AMCON’s customer base continues to grow geographically and we are deploying the capital and human resources necessary to support this 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, “We are pleased with the ongoing progress of our strategic investment in Team Sledd, LLC. As a core operating principle we continue to maintain consistently high levels of liquidity to support the Company’s various strategic initiatives and long-term growth plan. We ended the quarter with $82.0 million of shareholders’ equity.”

AMCON’s Healthy Edge Retail Group plays an important role in the health and wellness of the communities it serves. 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 refrigerated foods, automotive supplies and health and beauty care products with distribution locations in Illinois, Missouri, Nebraska, North Dakota, South Dakota and Tennessee. AMCON, through its Healthy Edge Retail Group, 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 March 31, 2022 and September 30, 2021
	March			September
	2022			2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	527,555		$	519,591
Accounts receivable, less allowance for doubtful accounts of $0.9 million at March 2022 and September 2021		33,556,601			35,844,163
Inventories, net		90,248,795			95,212,085
Income taxes receivable		670,234			—
Prepaid expenses and other current assets		5,476,104			4,999,125
Total current assets		130,479,289			136,574,964
Property and equipment, net		15,282,499			16,012,524
Operating lease right-of-use assets, net		16,280,827			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		10,451,386			9,380,343
Other assets		414,120			334,819
Total assets	$	181,170,071		$	188,411,129
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,601,210		$	24,235,042
Accrued expenses		9,747,031			11,468,955
Accrued wages, salaries and bonuses		4,011,309			4,489,852
Income taxes payable		—			867,160
Current operating lease liabilities		5,458,358			5,513,390
Current maturities of long-term debt		572,100			561,202
Total current liabilities		45,390,008			47,135,601
Credit facility		35,191,547			43,650,865
Deferred income tax liability, net		2,630,427			1,531,228
Long-term operating lease liabilities		11,123,103			12,669,157
Long-term debt, less current maturities		4,765,465			5,054,265
Other long-term liabilities		36,069			757,387
Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 584,789 shares outstanding at March 2022 and 551,369 shares outstanding at September 2021		9,168			8,834
Additional paid-in capital		26,555,046			24,918,781
Retained earnings		86,336,525			83,552,298
Treasury stock at cost		(30,867,287	)		(30,867,287	)
Total shareholders’ equity		82,033,452			77,612,626
Total liabilities and shareholders’ equity	$	181,170,071		$	188,411,129

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Operations for the three and six months ended March 31, 2022 and 2021
	For the three months ended March						For the six months ended March
	2022			2021			2022			2021
Sales (including excise taxes of $89.1 million and $92.0 million, and $186.2 million and $192.5 million, respectively)	$	391,888,192		$	378,513,490		$	814,459,469		$	783,258,263
Cost of sales		365,211,270			355,540,704			760,849,885			736,823,498
Gross profit		26,676,922			22,972,786			53,609,584			46,434,765
Selling, general and administrative expenses		21,915,351			19,022,167			44,306,090			37,621,983
Depreciation		818,222			779,925			1,602,467			1,554,210
		22,733,573			19,802,092			45,908,557			39,176,193
Operating income		3,943,349			3,170,694			7,701,027			7,258,572
Other expense (income):
Interest expense		244,920			310,543			567,018			686,973
Other (income), net		(60,958	)		(84,265	)		(101,068	)		(126,088	)
		183,962			226,278			465,950			560,885
Income from operations before income taxes		3,759,387			2,944,416			7,235,077			6,697,687
Income tax expense		1,345,000			829,000			2,590,000			1,840,000
Equity method investment earnings, net of tax		591,795			313,492			1,362,161			648,831
Net income available to common shareholders	$	3,006,182		$	2,428,908		$	6,007,238		$	5,506,518
Basic earnings per share available to common shareholders	$	5.29		$	4.41		$	10.62		$	10.02
Diluted earnings per share available to common shareholders	$	5.19		$	4.33		$	10.33		$	9.87
Basic weighted average shares outstanding		567,889			551,369			565,694			549,729
Diluted weighted average shares outstanding		578,751			560,941			581,328			557,741
Dividends paid per common share	$	0.18		$	5.18		$	5.36		$	5.36

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Shareholders’ Equity for the three and six months ended March 31, 2022 and 2021
									Additional
	Common Stock			Treasury Stock					Paid-in			Retained
	Shares	Amount		Shares		Amount			Capital			Earnings			Total
THREE MONTHS ENDED MARCH 2021
Balance, January 1, 2021	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	25,007,239		$	71,401,400		$	65,550,186
Dividends on common stock, $0.18 per share	—		—	—			—			—			(105,586	)		(105,586	)
Compensation expense and settlement of equity-based awards	—		—	—			—			(89,474	)		—			(89,474	)
Repurchase of common stock	—		—	—			—			—			—			—
Net income	—		—	—			—			—			2,428,908			2,428,908
Balance, March 31, 2021	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	24,917,765		$	73,724,722		$	67,784,034
THREE MONTHS ENDED MARCH 2022
Balance, January 1, 2022	915,009	$	9,148	(332,220	)	$	(30,867,287	)	$	26,999,735		$	83,438,578		$	79,580,174
Dividends on common stock, $0.18 per share	—		—	—			—			—			(108,235	)		(108,235	)
Compensation expense and settlement of equity-based awards	2,000		20	—			—			(444,689	)		—			(444,669	)
Repurchase of common stock	—		—	—			—			—			—			—
Net income	—		—	—			—			—			3,006,182			3,006,182
Balance, March 31, 2022	917,009	$	9,168	(332,220	)	$	(30,867,287	)	$	26,555,046		$	86,336,525		$	82,033,452
									Additional
	Common Stock			Treasury Stock					Paid-in			Retained
	Shares	Amount		Shares		Amount			Capital			Earnings			Total
SIX MONTHS ENDED MARCH 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, $5.36 per share	—		—	—			—			—			(3,144,130	)		(3,144,130	)
Compensation expense and settlement of equity-based awards	13,722		137	—			—			635,707			—			635,844
Repurchase of common stock	—		—	(68	)		(5,738	)		—			—			(5,738	)
Net income	—		—	—			—			—			5,506,518			5,506,518
Balance, March 31, 2021	883,589	$	8,834	(332,220	)	$	(30,867,287	)	$	24,917,765		$	73,724,722		$	67,784,034
SIX MONTHS ENDED MARCH 2022
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, $5.36 per share	—		—	—			—			—			(3,223,011	)		(3,223,011	)
Compensation expense and settlement of equity-based awards	33,420		334	—			—			1,636,265			—			1,636,599
Repurchase of common stock	—		—	—			—			—			—			—
Net income	—		—	—			—			—			6,007,238			6,007,238
Balance, March 31, 2022	917,009	$	9,168	(332,220	)	$	(30,867,287	)	$	26,555,046		$	86,336,525		$	82,033,452

AMCON Distributing Company and Subsidiaries Condensed Consolidated Unaudited Statements of Cash Flows for the six months ended March 31, 2022 and 2021
	March			March
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,007,238		$	5,506,518
Adjustments to reconcile net income from operations to net cash flows from (used in) operating activities:
Depreciation		1,602,467			1,554,210
Equity method investment earnings, net of tax		(1,362,161	)		(648,831	)
(Gain) loss on sales of property and equipment		(76,220	)		(1,374	)
Equity-based compensation		1,208,655			833,624
Deferred income taxes		1,099,199			48,248
Provision for losses on doubtful accounts		(3,000	)		5,000
Inventory allowance		155,534			110,769
Changes in assets and liabilities:
Accounts receivable		2,290,562			1,390,027
Inventories		4,807,756			17,772,604
Prepaid and other current assets		(651,979	)		(4,096,452	)
Equity method investment distributions		744,118			—
Other assets		(79,301	)		23,327
Accounts payable		1,465,370			429,389
Accrued expenses and accrued wages, salaries and bonuses		(700,748	)		(610,589	)
Other long-term liabilities		(721,318	)		(169,854	)
Income taxes payable and receivable		(1,990,394	)		(867,112	)
Net cash flows from (used in) operating activities		13,795,778			21,279,504
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(974,424	)		(720,567	)
Proceeds from sales of property and equipment		79,000			10,938
Principal payment received on note receivable		175,000			—
Net cash flows from (used in) investing activities		(720,424	)		(709,629	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility		819,125,190			771,182,879
Repayments under revolving credit facility		(827,584,508	)		(791,045,384	)
Proceeds from borrowings on long-term debt		—			3,000,000
Principal payments on long-term debt		(277,902	)		(237,566	)
Proceeds from exercise of stock options		173,590			—
Repurchase of common stock		—			(5,738	)
Dividends on common stock		(3,223,011	)		(3,144,130	)
Settlement and withholdings of equity-based awards		(1,280,749	)		(365,022	)
Net cash flows from (used in) financing activities		(13,067,390	)		(20,614,961	)
Net change in cash		7,964			(45,086	)
Cash, beginning of period		519,591			661,195
Cash, end of period	$	527,555		$	616,109
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	582,394		$	690,134
Cash paid during the period for income taxes		3,481,196			2,658,865
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	29,047		$	16,230
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	Apr. 18, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 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