UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


⌧	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended ~~June 30, 2023~~March 31, 2024


◻	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ___________to _________

Commission File Number 1-15589

(Exact name of registrant as specified in its charter)


Delaware		47-0702918
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻	Accelerated filer ◻	Non-accelerated filer ⌧

Smaller reporting company ⌧	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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ◻ No ⌧

The Registrant had ~~608,689~~630,362 shares of its $.01 par value common stock outstanding as of ~~July~~April 17, ~~2023.~~2024.

Table of Contents

Form 10-Q

~~3rd~~2nd Quarter

INDEX


~~June 30, 2023~~March 31, 2024	PAGE

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements:

Condensed consolidated balance sheets at ~~June 30, 2023~~March 31, 2024 (unaudited) and September 30, ~~2022~~2023	3

Condensed consolidated unaudited statements of operations for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	4

Condensed consolidated unaudited statements of shareholders’ equity for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	5

Condensed consolidated unaudited statements of cash flows for the ~~nine~~six months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	6

Notes to condensed consolidated unaudited financial statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

Item 4. Controls and Procedures	2425

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	2526

Item 1A. Risk Factors	2526

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2526

Item 3. Defaults Upon Senior Securities	2526

Item 4. Mine Safety Disclosures	2526

Item 5. Other Information	2526

Item 6. Exhibits	2627

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Balance Sheets

~~June 30, 2023~~March 31, 2024 and September 30, ~~2022~~2023


	June		September		March		September
	2023		2022		2024		2023
	(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash	$	739,013	$	431,576	$	951,521	$	790,931
Accounts receivable, less allowance for doubtful accounts of $2.5 million at both June 2023 and September 2022		78,640,187		62,367,888
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		162,567,117		134,654,637		121,324,279		158,582,816
Income taxes receivable		—		819,595		844,730		1,854,484
Prepaid expenses and other current assets		13,630,317		12,702,084		15,244,494		13,564,056
Total current assets		255,576,634		210,975,780		205,246,164		245,670,707

Property and equipment, net		78,872,876		48,085,520		94,475,740		80,607,451
Operating lease right-of-use assets, net		19,739,321		19,941,009		22,830,252		23,173,287
Goodwill		5,778,325		5,277,950		5,778,325		5,778,325
Other intangible assets, net		5,419,361		2,093,113		5,016,084		5,284,935
Other assets		3,320,838		2,751,155		2,810,304		2,914,495
Total assets	$	368,707,355	$	289,124,527	$	336,156,869	$	363,429,200

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	51,853,159	$	39,962,363	$	51,726,762	$	43,099,326
Accrued expenses		15,960,945		14,446,210		12,661,273		14,922,279
Accrued wages, salaries and bonuses		7,799,903		7,811,207		5,371,550		8,886,529
Income taxes payable		752,658		—
Current operating lease liabilities		6,300,102		6,454,473		6,031,117		6,063,048
Current maturities of long-term debt		2,738,524		1,595,309		4,485,028		1,955,065
Current mandatorily redeemable non-controlling interest		1,641,612		1,712,095		1,812,558		1,703,604
Total current liabilities		87,046,903		71,981,657		82,088,288		76,629,851

Credit facilities		143,375,961		91,262,438		99,194,708		140,437,989
Deferred income tax liability, net		3,138,204		2,328,588		5,071,404		4,917,960
Long-term operating lease liabilities		13,737,167		13,787,721		17,106,256		17,408,758
Long-term debt, less current maturities		12,229,486		7,384,260		16,045,738		11,675,439
Mandatorily redeemable non-controlling interest, less current portion		7,976,499		9,446,460		8,012,406		7,787,227
Other long-term liabilities		289,672		103,968		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, 608,689 shares outstanding at June 2023 and 584,789 shares outstanding at September 2022		9,431		9,168
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		30,175,977		26,903,201		33,160,639		30,585,388
Retained earnings		102,000,218		96,784,353		106,053,510		104,846,438
Treasury stock at cost		(31,272,163)		(30,867,287)		(31,272,163)		(31,272,163)
Total shareholders’ equity		100,913,463		92,829,435		107,951,634		104,169,094
Total liabilities and shareholders’ equity	$	368,707,355	$	289,124,527	$	336,156,869	$	363,429,200

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

Table of Contents

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Operations

for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~


	For the three months ended June				For the nine months ended June				For the three months ended March				For the six months ended March
	2023		2022		2023		2022		2024		2023		2024		2023
Sales (including excise taxes of $153.7 million and $129.2 million, and $414.9 million and $315.5 million, respectively)	$	696,489,427	$	550,584,152	$	1,847,472,782	$	1,365,043,621
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		649,623,651		516,907,540		1,724,504,862		1,277,757,425		559,566,439		543,861,287		1,161,224,591		1,074,881,211
Gross profit		46,865,776		33,676,612		122,967,920		87,286,196		42,310,867		41,132,561		85,611,789		76,102,145
Selling, general and administrative expenses		36,851,520		25,862,325		99,227,695		70,168,415		36,677,814		33,996,988		73,936,491		62,376,176
Depreciation and amortization		2,103,429		912,501		4,982,068		2,514,968		2,289,390		1,807,753		4,508,558		2,878,639
		38,954,949		26,774,826		104,209,763		72,683,383		38,967,204		35,804,741		78,445,049		65,254,815
Operating income		7,910,827		6,901,786		18,758,157		14,602,813		3,343,663		5,327,820		7,166,740		10,847,330

Other expense (income):
Interest expense		2,385,842		655,811		6,249,540		1,222,829		2,247,737		2,169,541		4,559,250		3,863,698
Change in fair value of mandatorily redeemable non-controlling interest		698,571		705,392		864,684		705,392		134,389		221,030		334,133		166,114
Other (income), net		(931,765)		(2,417,252)		(1,159,021)		(2,518,320)		(191,006)		(173,725)		(754,147)		(227,257)
		2,152,648		(1,056,049)		5,955,203		(590,099)		2,191,120		2,216,846		4,139,236		3,802,555
Income from operations before income taxes		5,758,179		7,957,835		12,802,954		15,192,912		1,152,543		3,110,974		3,027,504		7,044,775
Income tax expense		1,813,800		2,221,000		4,164,000		4,811,000		613,000		1,045,400		1,417,000		2,350,200
Equity method investment earnings, net of tax		—		307,973		—		1,670,133
Net income available to common shareholders	$	3,944,379	$	6,044,808	$	8,638,954	$	12,052,045	$	539,543	$	2,065,574	$	1,610,504	$	4,694,575

Basic earnings per share available to common shareholders	$	6.74	$	10.61	$	14.78	$	21.25	$	0.90	$	3.53	$	2.69	$	8.04
Diluted earnings per share available to common shareholders	$	6.59	$	10.38	$	14.56	$	20.72	$	0.89	$	3.49	$	2.66	$	7.94

Basic weighted average shares outstanding		585,625		569,689		584,359		567,026		600,161		585,885		597,879		583,725
Diluted weighted average shares outstanding		598,590		582,370		593,480		581,578		608,029		592,448		605,917		591,249

Dividends paid per common share	$	0.18	$	0.18	$	5.54	$	5.54	$	0.46	$	5.18	$	0.64	$	5.36

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

Table of Contents

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Shareholders’ Equity

for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

Additional

Common Stock

Treasury Stock

Paid-in

Retained


Shares

Amount

Shares

Amount

Capital

Earnings

Total
THREE MONTHS ENDED JUNE 2022

Balance, April 1, 2022

917,009

$
9,168

(332,220)

$
(30,867,287)

$
26,555,046

$
86,336,525

$
82,033,452
Dividends on common stock, $0.18 per share

—

—

—

—

—

(108,596)

(108,596)
Compensation expense related to equity-based awards

—

—

—

—

174,078

—

174,078
Net income available to common shareholders

—

—

—

—

—

6,044,808

6,044,808
Balance, June 30, 2022

917,009

$
9,168

(332,220)

$
(30,867,287)

$
26,729,124

$
92,272,737

$
88,143,742

THREE MONTHS ENDED JUNE 2023

Balance, April 1, 2023

943,272

$
9,431

(332,220)

$
(30,867,287)

$
29,766,566

$
98,167,058

$
97,075,768
Dividends on common stock, $0.18 per share

—

—

—

—

—

(111,219)

(111,219)
Compensation expense related to equity-based awards

—

—

—

—

409,411

—

409,411
Committed repurchase of treasury stock

—

—

(2,363)

(404,876)

—

—

(404,876)
Net income available to common shareholders

—

—

—

—

—

3,944,379

3,944,379
Balance, June 30, 2023

943,272

$
9,431

(334,583)

$
(31,272,163)

$
30,175,977

$
102,000,218

$
100,913,463


							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
NINE MONTHS ENDED JUNE 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, $5.54 per share

—

—

—

—

—

(3,331,606)

(3,331,606)
Compensation expense and settlement of equity-based awards

33,420

334

—

—

1,810,343

—

1,810,677
Net income available to common shareholders

—

—

—

—

—

12,052,045

12,052,045
Balance, June 30, 2022

917,009

$
9,168

(332,220)

$
(30,867,287)

$
26,729,124

$
92,272,737

$
88,143,742

NINE MONTHS ENDED JUNE 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, $5.54 per share

—

—

—

—

—

(3,423,089)

(3,423,089)
Compensation expense and settlement of equity-based awards

26,263

263

—

—

3,272,776

—

3,273,039
Committed repurchase of treasury stock

—

—

(2,363)

(404,876)

—

—

(404,876)
Net income available to common shareholders

—

—

—

—

—

8,638,954

8,638,954
Balance, June 30, 2023

943,272

$
9,431

(334,583)

$
(31,272,163)

$
30,175,977

$
102,000,218

$
100,913,463


							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

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

Table of Contents

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Cash Flows

for the ~~nine~~six months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~


	June		June		March		March
	2023		2022		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$	8,638,954	$	12,052,045	$	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		4,701,316		2,486,613		4,239,707		2,732,312
Amortization		280,752		28,355		268,851		146,327
Equity method investment earnings, net of tax		—		(1,670,133)
Gain on re-valuation of equity method investment to fair value		—		(2,387,411)
(Gain) loss on sales of property and equipment		(133,159)		(133,639)		(105,505)		(133,159)
Equity-based compensation		1,940,631		1,903,884		1,210,685		1,061,383
Deferred income taxes		809,616		1,231,012		153,444		989,702
Provision for losses on doubtful accounts		(7,697)		83,000
Provision for credit losses						(133,707)		(378,302)
Inventory allowance		442,603		688,902		22,413		(6,947)
Change in fair value of mandatorily redeemable non-controlling interest		864,684		705,392		334,133		166,114
Changes in assets and liabilities, net of effects of business acquisition:
Changes in assets and liabilities:
Accounts receivable		(8,026,950)		(1,215,238)		4,130,987		5,097,281
Inventories		(12,294,118)		(4,674,292)		37,236,124		19,843,973
Prepaid and other current assets		(745,490)		(2,986,167)		(1,680,438)		(411,185)
Equity method investment distributions		—		1,095,467
Other assets		(569,683)		(728,596)		104,191		(275,796)
Accounts payable		10,360,228		1,313,711		9,475,057		10,457,273
Accrued expenses and accrued wages, salaries and bonuses		1,487,971		1,926,479		(4,402,600)		(1,094,009)
Other long-term liabilities		185,704		(690,693)		283,553		116,896
Income taxes payable and receivable		1,572,253		(1,890,449)		1,009,754		(59,527)
Net cash flows from (used in) operating activities		9,507,615		7,138,242		53,757,153		42,946,911

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(6,759,929)		(13,940,428)		(11,084,390)		(2,760,586)
Proceeds from sales of property and equipment		151,307		145,500		234,278		137,500
Principal payment received on note receivable		—		175,000
Cash acquired in business combination		—		7,958
Acquisition of Henry's (See Note 2)		(54,865,303)		—
Acquisition of Henry's						—		(54,958,637)
Net cash flows from (used in) investing activities		(61,473,925)		(13,611,970)		(10,850,112)		(57,581,723)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		1,863,027,754		1,393,048,057		1,128,853,805		1,184,888,842
Repayments under revolving credit facilities		(1,810,914,231)		(1,381,508,745)		(1,170,097,086)		(1,173,087,034)
Proceeds from borrowings on long-term debt		7,000,000		—		—		7,000,000
Principal payments on long-term debt		(1,011,559)		(524,874)		(1,099,738)		(504,941)
Proceeds from exercise of stock options		—		173,590
Dividends on common stock		(3,423,089)		(3,331,606)		(403,432)		(3,311,870)
Settlement and withholdings of equity-based awards		—		(1,280,749)
Redemption and distributions to non-controlling interest		(2,405,128)		(20,600)
Net cash flows from (used in) financing activities		52,273,747		6,555,073		(42,746,451)		14,984,997
Net change in cash		307,437		81,345		160,590		350,185
Cash, beginning of period		431,576		519,591		790,931		431,576
Cash, end of period	$	739,013	$	600,936	$	951,521	$	781,761

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	5,824,144	$	1,201,073
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		1,780,000		5,468,488		194,902		1,419,354

Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	1,622,224	$	123,801	$	167,913	$	132,876
Effect of business acquisition		—		23,308,624
Committed repurchase of treasury stock		404,876		—
Issuance of common stock in connection with the vesting and exercise of equity-based awards		2,044,805		2,280,783
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

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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AMCON Distributing Company and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

AMCON Distributing Company and Subsidiaries (“AMCON” or the “Company”) ~~operate~~serves customers in 32 states through two business segments:

●

Our wholesale distribution segment (“Wholesale Segment”) distributes consumer products and provides a full range of programs and services to our customers that are focused on helping them manage their business and increase their profitability. We serve customers ~~in 31 states and~~ primarily ~~operate~~ in the Central, Rocky Mountain, Mid-South and Mid-Atlantic regions of the United States.

●

Our retail health food segment (“Retail Segment”) operates 1714 health food retail stores located throughout the Midwest and Florida.

WHOLESALE SEGMENT

Our Wholesale Segment is one of the largest wholesale distributors in the United States, serving approximately ~~6,800~~7,000 retail outlets including convenience stores, grocery stores, liquor stores, drug stores, and tobacco shops. We currently distribute over ~~17,000~~20,000 different consumer products, including cigarettes and tobacco products, candy and other confectionery products, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. Convenience stores represent our largest customer category. In December ~~2022,~~2023, Convenience Store News ranked us as the sixth (6th) largest convenience store distributor in the United States based on annual sales.

Our Wholesale Segment offers retailers the ability to take advantage of manufacturer- and Company-sponsored sales and marketing programs, merchandising and product category management services, and the use of information systems and data services that are focused on minimizing retailers’ investment in inventory, while seeking to maximize their sales and profits. In addition, our wholesale distribution capabilities provide valuable services to both manufacturers of consumer products and convenience retailers. Manufacturers benefit from our broad retail coverage, inventory management, efficiency in processing small orders, and frequency of deliveries. Convenience retailers benefit from our distribution capabilities by gaining access to a broad product line, inventory optimization and merchandising expertise, information systems, and accessing trade credit.

Our Wholesale Segment operates ~~eight~~12 distribution centers located in Colorado, Illinois, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia. These distribution centers, combined with cross-dock facilities, include approximately ~~1.1~~1.7 million square feet of permanent floor space. Our principal suppliers include Altria, RJ Reynolds, ITG Brands, Hershey, ~~Kellogg’s,~~Kellanova, Kraft Heinz, and Mars Wrigley. We also market private label lines of water, candy products, batteries, and other products. We do not maintain any long-term purchase contracts with our suppliers.

AsDuring Q2 2024, the Company purchased a distribution facility in Colorado City, Colorado for $10.0 million, funded with $2.0 million in cash and an $8.0 million note payable. In addition, as further described in Note ~~2, on February 3, 2023,~~10, subsequent to Q2 2024 the Company closed on its previously announced acquisition of ~~Henry’s Foods,~~Burklund Distributors, Inc. ~~(“Henry’s”), purchasing substantially all of Henry’s operating assets for approximately $54.9 million.~~

RETAIL SEGMENT

Our Retail Segment, through our Healthy Edge Retail Group subsidiary, is a specialty retailer of natural/organic groceries and dietary supplements ~~that~~which focuses on providing high quality products at affordable prices, with an exceptional level of customer service and nutritional consultation. All of the products carried in our stores must meet strict quality and ingredient guidelines, and include offerings such as gluten-free and antibiotic-free groceries and meat products, as well as products containing no artificial colors, flavors, preservatives, or partially hydrogenated oils. We design our retail sites in an efficient and flexible small-store format, which emphasizes a high energy and shopper-friendly environment.

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food stores, dietary supplement retailers, drug stores, farmers markets, mail order and online retailers, and multi-level marketers.

~~Table of Contents~~

Our Retail Segment operates 1714 retail health food stores as Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market. These stores carry over ~~35,000~~36,000 different national and regionally branded and private label products including high-quality natural, organic, and specialty foods consisting of produce, baked goods, frozen foods, nutritional supplements, personal care items, and general merchandise.

FINANCIAL STATEMENTS

The Company’s fiscal year ends on September 30^th, except for one non-wholly owned subsidiary whose fiscal year ends on the last Friday of September. The results for the interim period included with this Quarterly Report may not be indicative of the results which could be expected for the entire fiscal year. All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted. In the opinion of management, the accompanying condensed consolidated unaudited financial statements (“financial statements”) contain all adjustments necessary to fairly present the financial information included herein. The Company believes that although the disclosures contained herein are adequate to prevent the information presented from being misleading, these financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements for the fiscal year ended September 30, ~~2022,~~2023, as filed with the Securities and Exchange Commission on Form 10-K. For purposes of this report, unless the context indicates otherwise, all references to “we”, “us”, “our”, the “Company”, and “AMCON” shall mean AMCON Distributing Company and its consolidated subsidiaries. Additionally, the ~~three month~~three-month fiscal periods ended ~~June 30,~~March 31, 2024 and March 31, 2023 ~~and June 30, 2022~~ have been referred to throughout this Quarterly Report as Q3Q2 2024 and Q2 2023, ~~and Q3 2022,~~ respectively. The fiscal balance sheet dates as of ~~June 30, 2023~~March 31, 2024 and September 30, ~~2022~~2023 have been referred to as ~~June 2023~~March 2024 and September ~~2022,~~2023, respectively.

ACCOUNTING PRONOUNCEMENTS

~~Recent~~ Accounting ~~Pronouncements~~Pronouncement Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments -– Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses ~~will require~~requires entities to incorporate considerations of historical information, current information, and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models, and methods for estimating expected credit losses. ~~This guidance is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for the Company) with early adoption permitted.~~ The Company ~~is currently reviewing this~~adopted ASU ~~and its potential impact~~2016-13 on ~~our~~October 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company’s consolidated financial statements.

~~2. ACQUISITION~~Accounts Receivable:

On February 3, 2023, the Company, through its wholly owned subsidiary, LOL Foods, Inc., paid approximately $54.9 million in cash to acquire substantially all of the operating assets of Henry’s, a wholesale distributor to convenience stores and other retail formats operating in Minnesota, North Dakota, South Dakota, Iowa, and Wisconsin. In ~~connection~~accordance with the ~~transaction, the Company also assumed certain operating liabilities totaling approximately $1.2 million, including approximately $0.2 million~~Company’s accounts receivable policy, accounts receivable primarily consists of operating leases. The transaction was funded with borrowings from the Company’s existing bank group. Costs to effectuate the acquisition were not significant and were expensed as incurred. Strategically, the acquisition expands the Company’s footprintcustomer trade receivables arising in the ~~North Central portion~~ordinary course of ~~the United States and enhances the product and service offerings available to its customer base.~~

business. These receivables are recorded net of an allowance for expected credit losses. The Company ~~paid cash consideration for~~evaluates the ~~net acquired assets and their related values as~~expected uncollectibility of ~~the acquisition date, measured in accordance with FASB Accounting Standards Codification (“ASC”) 805 –~~ ~~Business Combinations~~~~. In valuing identifiable intangible assets, the Company has estimated the fair value using the discounted cash flows methodology with the assistance~~accounts receivable based on a combination of ~~an independent valuation advisor. Inputs and projections used to measure the fair value as of the acquisition date included,~~factors, including but ~~were~~ not limited to, ~~sales growth, gross profit estimates, royalty~~past collection history, customer credit terms, industry, regulatory and economic conditions, and any customer ~~retention rates, economic~~specific risks, including credit concentration risks. The Company determines the past due status of trade receivables based on our payment terms with each customer. If the Company becomes aware of a specific customer’s inability to meet its financial obligations, such as bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company may record a specific reserve for expected credit losses to reduce the related receivable to the amount it reasonably believes is collectible. Account balances are charged off against the allowance for credit losses when collection efforts have been exhausted and ~~industry conditions, working capital requirements and various other operational considerations.~~the account receivable is deemed worthless. Any subsequent recoveries of charged off account balances are recorded as income in the period received.

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The following purchase price allocation reflects the Company’s provisional (preliminary) estimates and analyses and is subject to change during the measurement period, which is generally one year from the acquisition date. During Q3 2023, certain non-contingent components of the total purchase price were updated, which resulted in a reduction of the total purchase price by approximately $0.1 million. This reduction was recorded as an adjustment to goodwill. All amounts are provisional and incomplete at the reporting date and may change materially in subsequent reporting periods during the measurement period while additional information is obtained, particularly as it relates to certain accounts receivable, property and equipment, inventory, other intangible assets and certain liability balances while final appraisal and valuation work is completed. Accordingly, any changes to the Company’s provisional recording of the transaction may materially impact its financial statements, including but not limited to its consolidated balance sheets, statements of operations, shareholders’ equity and cash flows, and related disclosures. All assets acquired and operating liabilities assumed have been recorded as a component of our Wholesale Segment.Recent Accounting Pronouncements

~~Provisional (preliminary) amounts of identifiable assets and liabilities assumed:~~

Accounts receivable

$
8,237,652
Inventories

16,060,965
Prepaid and other assets

400,964
Property and equipment

27,216,323
Other intangible assets

3,607,000
Liabilities assumed

(1,157,976)
Total identifiable net assets

$
54,364,928

Total identifiable net assets

$
54,364,928
Goodwill

500,375
Consideration transferred

$
54,865,303

~~Accounts receivable were recorded at their fair value representing~~In November 2023, the ~~amount we expect~~FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) – Improvements to ~~collect,~~Reportable Segment Disclosures”, which ~~also approximated the gross contractual values of such receivables at the acquisition date. Goodwill totaling approximately $0.5 million arose from the acquisition and~~improves reportable segment disclosure requirements, primarily ~~represents synergies and economies of scale generated~~ through ~~reductions in selling, general, and administrative~~enhanced disclosures about significant segment expenses. This ~~goodwill has been assigned~~ASU also expands disclosure requirements to enable users of financial statements to better understand the ~~Company’s Wholesale Segment~~entity’s measurement and assessment of segment performance and resource allocation. This guidance is ~~expected to be deductible~~effective for ~~tax purposes.~~fiscal years beginning after December 15, 2023 (fiscal 2025 for the Company), and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted.

~~The provisional (preliminary) value~~In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of ~~other intangible assets acquired consisted~~income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the ~~following:~~

Acquisition-Date

Useful Life
Other Intangible Asset

Fair Value

(Years)
Customer list

$
2,010,000

15
Non-competition agreement

95,000

5
Trade name

1,502,000

7

$
3,607,000

~~The following table sets forth the unaudited supplemental financial data~~jurisdictions in which income taxes are paid. This guidance is effective for ~~Henry’s from the acquisition date through June 2023, which is included in the Company’s consolidated results~~annual periods beginning after December 15, 2024 (fiscal 2026 for the ~~nine months ended June 2023.~~

Revenue

$
131,563,988
Net income available to common shareholders

$
1,288,462

~~Table of Contents~~

The following table presents unaudited supplemental pro forma information assuming the Company acquired Henry’s on October 1, 2021, in addition to holding a 64% interest in Team Sledd, LLC (“Team Sledd”) on October 1, 2021. These pro forma amounts do not purport to be indicative of the actual results that would have been obtained had the acquisitions occurred at that time.

For the three months ended June 2023

For the three months ended June 2022

For the nine months ended June 2023

For the nine months ended June 2022
Revenue

$
696,489,427

$
700,311,723

$
1,951,264,477

$
1,988,702,611
Net income available to common shareholders

$
3,944,379

$
6,202,533

$
8,838,866

$
15,484,735

Company), with early adoption permitted.

3.2. INVENTORIES

Inventories in our Wholesale Segment consisted of finished goods and are stated at the lower of cost or net realizable value, utilizing FIFO and average cost methods. Inventories in our Retail Segment consisted of finished goods and are stated at the lower of cost or market using the retail method. The wholesale distribution and retail health food segment inventories consist of finished products purchased in bulk quantities to be redistributed to the Company’s customers or sold at retail. Finished goods included total reserves of approximately ~~$1.7~~$1.2 million at ~~June 2023~~both March 2024 and ~~$1.1 million at~~ September ~~2022.~~2023. These reserves include the Company’s obsolescence allowance, which reflects estimated unsalable or non-refundable inventory based upon an evaluation of slow-moving and discontinued products.

4.3. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill at ~~June 2023~~March 2024 and September ~~2022~~2023 was as follows:


	June		September		March		September
	2023		2022		2024		2023
Wholesale Segment	$	5,778,325	$	5,277,950	$	5,778,325	$	5,778,325

Other intangible assets at ~~June 2023~~March 2024 and September ~~2022~~2023 consisted of the following:


	June		September		March		September
	2023		2022		2024		2023
Customer lists (Wholesale Segment) (less accumulated amortization of $0.2 million at June 2023 and less than $0.1 million at September 2022)	$	3,284,013	$	1,401,945
Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.1 million at June 2023 and less than $0.1 million at September 2022)		222,753		191,168
Tradename (Wholesale Segment) (less accumulated amortization of $0.1 million at June 2023)		1,412,595		—
Customer lists (Wholesale Segment) (less accumulated amortization of $0.3 million at March 2024 and $0.2 million at September 2023)					$	3,111,413	$	3,226,480
Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.2 million at March 2024 and $0.1 million at September 2023)						153,004		199,503
Tradename (Wholesale Segment) (less accumulated amortization of $0.3 million at March 2024 and $0.1 million at September 2023)						1,251,667		1,358,952
Trademarks and tradenames (Retail Segment)		500,000		500,000		500,000		500,000
	$	5,419,361	$	2,093,113	$	5,016,084	$	5,284,935

Goodwill and ~~the~~Retail Segment trademarks and tradenames ~~for our Retail Segment~~ are considered to have indefinite useful lives and therefore no amortization has been ~~recorded~~taken on these assets. Goodwill recorded on the Company’s consolidated balance sheets represent amounts allocated to its wholesale reporting unit which totaled approximately $5.8 million ~~and $5.3 million~~ at ~~June 2023~~both March 2024 and September ~~2022, respectively.~~2023. The Company performs its annual impairment testing during the fourth fiscal quarter of each year or as circumstances change or necessitate. There have been no material changes to the Company’s impairment assessments since its fiscal year ended September ~~2022.~~2023.

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At ~~June 2023,~~March 2024, identifiable intangible assets considered to have finite lives were represented by customer lists which are being amortized over 15 years, a non-competition agreement which is being amortized over three years, a non-competition agreement which is being amortized over five years, and a tradename in our Wholesale Segment that is being amortized over seven years. These intangible assets are evaluated for accelerated attrition or amortization adjustments if warranted. Amortization expense related to these assets was approximately $0.1 million and $0.3 million for the ~~three~~three- and ~~nine month~~six-month periods ended ~~June 2023, respectively.~~March 2024, respectively, and approximately $0.1 million for both the three- and six-month periods ended March 2023.

~~Table of Contents~~

Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at ~~June 2023:~~March 2024:


	June		March
	2023		2024
Fiscal 2023 (1)	$	134,425
Fiscal 2024		537,701
Fiscal 2024 (1)			$	268,851
Fiscal 2025		506,869		506,869
Fiscal 2026		463,703		463,703
Fiscal 2027		463,703		463,703
Fiscal 2028 and thereafter		2,812,960
Fiscal 2028				451,043
Fiscal 2029 and thereafter				2,361,915
	$	4,919,361	$	4,516,084

(1)	Represents amortization for the remaining ~~three~~six months of Fiscal ~~2023.~~2024.

5.4. DIVIDENDS

The Company paid cash dividends on its common stock totaling ~~$0.1~~$0.3 million and ~~$3.4~~$0.4 million for the ~~three~~three- and ~~nine month~~six-month periods ended ~~June 2023,~~March 2024, respectively, and ~~$0.1~~$3.2 million and $3.3 million for the ~~three~~three- and ~~nine month~~six-month periods ended ~~June 2022,~~March 2023, respectively.

6.5. EARNINGS PER SHARE

Basic earnings per share available to common shareholders is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per share available to common shareholders is calculated by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and the weighted average dilutive equity awards.

For the three months ended June

2023

2022


Basic

Diluted

Basic

Diluted
Weighted average number of common shares outstanding

585,625

585,625

569,689

569,689
Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)

—

12,965

—

12,681
Weighted average number of shares outstanding

585,625

598,590

569,689

582,370
Net income available to common shareholders

$
3,944,379

$
3,944,379

$
6,044,808

$
6,044,808

Net earnings per share available to common shareholders

$
6.74

$
6.59

$
10.61

$
10.38

~~(1)~~

~~Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive.~~


	For the nine months ended June								For the three months ended March
	2023				2022				2024				2023
	Basic		Diluted		Basic		Diluted		Basic		Diluted		Basic		Diluted
Weighted average number of common shares outstanding		584,359		584,359		567,026		567,026		600,161		600,161		585,885		585,885
Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)		—		9,121		—		14,552		—		7,868		—		6,563
Weighted average number of shares outstanding		584,359		593,480		567,026		581,578		600,161		608,029		585,885		592,448
Net income available to common shareholders	$	8,638,954	$	8,638,954	$	12,052,045	$	12,052,045	$	539,543	$	539,543	$	2,065,574	$	2,065,574

Net earnings per share available to common shareholders	$	14.78	$	14.56	$	21.25	$	20.72	$	0.90	$	0.89	$	3.53	$	3.49

(1)Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive.

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	For the six months ended March
	2024				2023
	Basic		Diluted		Basic		Diluted
Weighted average number of common shares outstanding		597,879		597,879		583,725		583,725
Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)		—		8,038		—		7,524
Weighted average number of shares outstanding		597,879		605,917		583,725		591,249
Net income available to common shareholders	$	1,610,504	$	1,610,504	$	4,694,575	$	4,694,575

Net earnings per share available to common shareholders	$	2.69	$	2.66	$	8.04	$	7.94

(1)Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive.

7.6. DEBT

The Company primarily finances its operations through three credit facility agreements (a) a facility that is an obligation of AMCON Distributing Company (the “AMCON Facility”), (b) a facility that is an obligation of Team Sledd, LLC (“Team Sledd” and, the “Team Sledd Facility”) and (c) a facility that is an obligation of Henry’s Foods, Inc. (“Henry’s” and, the “Henry’s Facility”~~, and together,~~) (collectively, the “Facilities”) and long-term debt agreements with banks.~~In Q3 2023, the Company amended the~~ The Team Sledd Facility ~~increasing its aggregate borrowing capacity from $70.0 million~~and the Henry’s Facility are non-recourse to ~~$80.0 million, extending the maturity date~~AMCON Distributing Company, are not guaranteed by AMCON Distributing Company and have no cross default provisions applicable to ~~March 2028, and adding certain real estate property as eligible borrowing collateral under the agreement.~~AMCON Distributing Company.

At ~~June 2023,~~March 2024, the Facilities had a total combined borrowing capacity of $300.0 million, ~~including~~which includes provisions for up to $30.0 million in credit advances for certain inventory purchases, which are limited by accounts receivable and inventory qualifications, and the value of certain real estate collateral. The Henry’s Facility matures in February 2026, the AMCON Facility matures in June 2027 and the Team Sledd Facility matures in March 2028, each without a penalty for prepayment. Obligations under the Facilities are collateralized by substantially all of the Company’s respective equipment, intangibles, inventories, accounts receivable, and certain real estate. The Facilities each feature an unused commitment fee and springing financial covenants. Borrowings under the Facilities bear interest at either the bank’s prime rate or the Secured Overnight Financing Rate (“SOFR”), plus any applicable spreads.

The amount available for use from the Facilities at any given time is subject to a number of factors, including eligible accounts receivable and inventory balances that fluctuate day-to-day, as well as the value of certain real estate collateral. Based on the collateral and loan limits as defined in the Facility agreements, the credit limit of the combined Facilities at ~~June 2023~~March 2024 was ~~$249.9~~$191.2 million, of which ~~$143.4~~$99.2 million was outstanding, leaving ~~$106.5~~$92.0 million available.

The average interest rate of the Facilities was ~~6.75%~~6.97% at ~~June 2023.~~March 2024. For the ~~nine~~six months ended ~~June 2023,~~March 2024, the peak borrowings under the Facilities was ~~$159.7~~$156.8 million, and the average borrowings and average availability under the Facilities was ~~$124.3~~$120.1 million and ~~$83.8~~$83.5 million, respectively.

~~LONG-TERM DEBT~~

~~In addition to the Facilities, the Company also had the following long-term obligations at June 2023 and September 2022.~~

June 2023

September 2022
Unsecured note payable, interest payable at a fixed rate of 4.50% with quarterly installments of principal and interest of $49,114 through June 2023 with remaining principal due September 2023

852,642

968,589
Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse

5,280,076

5,572,766
Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse

1,927,167

2,052,327
Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.28% at June 2023, collateralized by certain of Team Sledd's equipment

312,040

385,887
Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $135,469 through February 2028, collateralized by certain of Henry's equipment

6,596,085

—

14,968,010

8,979,569
Less current maturities

(2,738,524)

(1,595,309)

$
12,229,486

$
7,384,260

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LONG-TERM DEBT

In addition to the Facilities, the Company also had the following long-term debt obligations at March 2024 and September 2023.


	March 2024		September 2023
Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse		4,958,774		5,174,188
Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse		1,819,711		1,891,638
Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.40% at March 2024, collateralized by certain of Team Sledd's equipment		240,630		288,237
Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $131,987 through February 2028, collateralized by certain of Henry's equipment		5,511,651		6,276,441
Unsecured note payable, interest payable at a fixed rate of 5.50% with quarterly installments of principal and interest of $727,741 through February 2027		8,000,000		—
		20,530,766		13,630,504
Less current maturities		(4,485,028)		(1,955,065)
	$	16,045,738	$	11,675,439

The aggregate minimum principal maturities of the long-term debt for each of the next five fiscal years are as follows:


Fiscal Year Ending
2023 (1)	$	1,295,972
2024		1,957,369
2024 (1)			$	2,553,909
2025		2,166,686		4,667,440
2026		2,073,198		4,773,843
2027		2,187,857		3,574,419
2028 and thereafter		5,286,928
2028				1,329,208
2029 and thereafter				3,631,947
	$	14,968,010	$	20,530,766

(1)Represents payments for the remaining ~~three~~six months of Fiscal ~~2023.~~2024.

Cross Default and Co-Terminus Provisions

Team Sledd’s three notes payable and the Team Sledd Facility contain cross default provisions. The Henry’s note payable and the Henry’s Facility contain cross default provisions. There were no such cross defaults for either Team Sledd or Henry’s at ~~June 2023.~~March 2024. Additionally, the Team Sledd Facility and the Henry’s Facility are non-recourse to AMCON Distributing Company, are not guaranteed by AMCON Distributing Company and have no cross default provisions applicable to AMCON Distributing Company. The Company ~~was~~and its subsidiaries, including Team Sledd and Henry’s, were in compliance with all of ~~its~~the financial covenants under the respective Facilities at ~~June 2023.~~March 2024.

Other

The Company has issued a letter of credit for ~~$0.5~~$1.5 million to its workers’ compensation insurance ~~carrier~~carriers as part of its self-insured loss control program.

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8.7. INCOME TAXES

The change in the Company’s effective income tax rate for the ~~three~~three- and ~~nine month~~six-month periods ended ~~June 2023~~March 2024 as compared to the respective prior year periods was primarily related to non-deductible compensation expense in relation to the amount of income from operations before income tax expense and higher effective state income tax rates between the comparative periods.

9.8. MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST

Mandatorily redeemable non-controlling interest (“MRNCI”) recorded on the Company’s condensed consolidated balance ~~sheet~~sheets represents the fair value of the non-controlling interest in the Company’s strategic investment in Team Sledd.~~During April 2023, Team Sledd redeemed certain membership interests from its non-controlling interest, which increased the Company’s ownership interest to approximately 64% as of June 2023.~~ The Company owned approximately ~~56%~~64% of Team Sledd as of both March 2024 and September ~~2022.~~2023. The Company has elected to present the MRNCI liability at fair value under ASC 825 – Financial Instruments ~~(“ASC 825”)~~ as it believes this best represents the potential future liability and cash flows. As such, the MRNCI balance at ~~June 2023~~March 2024 represents the fair value of the remaining future membership interest redemptions and other amounts due to noncontrolling interest holders through April 2026. The Company calculates the estimated fair value of the MRNCI based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the MRNCI as a component of other expense (income) in the Condensed Consolidated Statements of Operations. The Company estimates the probability and timing of future redemptions and earnings of Team Sledd based on management’s knowledge and assumptions of certain events as of each reporting date, including the timing of any future redemptions and an appropriate discount rate. At ~~June 2023,~~March 2024, the difference between the contractual amount due under the MRNCI and the fair value was approximately ~~$0.7~~$0.8 million. The MRNCI is classified as Level 3 because of the Company’s reliance on unobservable assumptions. The following table presents changes in the fair value of the MRNCI since September ~~2022:~~2023:


Fair value of MRNCI as of September 2022	$	11,158,555
Fair value of MRNCI as of September 2023			$	9,490,831
Redemption of non-controlling interests		(1,812,558)		—
Distributions to non-controlling interest		(592,570)		—
Change in fair value		864,684		334,133
Fair value of MRNCI as of June 2023	$	9,618,111
Fair value of MRNCI as of March 2024			$	9,824,964
Less current portion at fair value		(1,641,612)		(1,812,558)
	$	7,976,499	$	8,012,406

During April 2024, subsequent to Q2 2024, certain membership interests in Team Sledd were redeemed, which resulted in AMCON’s ownership of Team Sledd’s outstanding equity increasing to approximately 75%.

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~~10.~~9. BUSINESS SEGMENTS

The Company has two reportable business segments: the wholesale distribution of consumer products which includes Team Sledd and Henry’s (the Wholesale Segment), and the retail sale of health and natural food products (the Retail Segment). The aggregation of the Company’s business operations into these business segments was based on a range of considerations, including but not limited to the characteristics of each business, similarities in the nature and type of products sold, customer classes, methods used to sell the products and economic profiles. Included in the “Other” column are intercompany eliminations ~~equity method investment earnings, net of tax~~ and assets held and charges incurred and income earned by our holding company. The segments are evaluated on revenues, gross margins, operating income (loss), and income (loss) from operations before taxes. ~~Certain amounts in prior periods have been reclassified to conform with the current presentation.~~


	Wholesale		Retail						Wholesale		Retail
	Segment		Segment		Other		Consolidated		Segment		Segment		Other		Consolidated
THREE MONTHS ENDED JUNE 2023
THREE MONTHS ENDED MARCH 2024
External revenue:
Cigarettes	$	429,431,319	$	—	$	—	$	429,431,319	$	367,878,538	$	—	$	—	$	367,878,538
Tobacco		124,894,734		—		—		124,894,734		114,832,151		—		—		114,832,151
Confectionery		46,624,371		—		—		46,624,371		37,862,439		—		—		37,862,439
Health food		—		10,745,108		—		10,745,108		—		11,224,329		—		11,224,329
Foodservice & other		84,793,895		—		—		84,793,895		70,079,849		—		—		70,079,849
Total external revenue		685,744,319		10,745,108		—		696,489,427		590,652,977		11,224,329		—		601,877,306
Depreciation		1,690,452		278,552		—		1,969,004		1,940,843		214,121		—		2,154,964
Amortization		134,425		—		—		134,425		134,426		—		—		134,426
Operating income (loss)		11,772,692		(297,795)		(3,564,070)		7,910,827		5,813,354		456,722		(2,926,413)		3,343,663
Interest expense		—		—		2,385,842		2,385,842		—		—		2,247,737		2,247,737
Income (loss) from operations before taxes		11,148,619		559,473		(5,949,913)		5,758,179		5,843,163		483,530		(5,174,150)		1,152,543
Total assets		349,564,773		18,008,597		1,133,985		368,707,355		318,821,274		16,312,547		1,023,048		336,156,869
Capital expenditures(1)		5,082,997		405,694		—		5,488,691		14,230,776		726,494		—		14,957,270

Wholesale

Retail


Segment

Segment

Other

Consolidated
THREE MONTHS ENDED JUNE 2022

External revenue:

Cigarettes

$
364,771,496

$
—

$
—

$
364,771,496
Tobacco

93,957,495

—

—

93,957,495
Confectionery

32,541,090

—

—

32,541,090
Health food

—

11,350,797

—

11,350,797
Foodservice & other

47,963,274

—

—

47,963,274
Total external revenue

539,233,355

11,350,797

—

550,584,152
Depreciation

602,770

281,376

—

884,146
Amortization

28,355

—

—

28,355
Operating income (loss)

9,432,660

241,225

(2,772,099)

6,901,786
Interest expense

—

—

655,811

655,811
Income (loss) from operations before taxes

8,732,244

256,392

(1,030,801)

7,957,835
Equity method investment earnings, net of tax

—

—

307,973

307,973
Total assets

278,824,259

18,656,853

814,291

298,295,403
Capital expenditures

12,074,922

985,835

—

13,060,757

(1) Includes $10.0 million purchase of a distribution facility in Colorado City, Colorado.


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
THREE MONTHS ENDED MARCH 2023
External revenue:
Cigarettes	$	364,231,958	$	—	$	—	$	364,231,958
Tobacco		110,422,414		—		—		110,422,414
Confectionery		36,637,059		—		—		36,637,059
Health food		—		11,348,011		—		11,348,011
Foodservice & other		62,354,406		—		—		62,354,406
Total external revenue		573,645,837		11,348,011		—		584,993,848
Depreciation		1,443,546		260,413		—		1,703,959
Amortization		103,794		—		—		103,794
Operating income (loss)		8,921,673		171,448		(3,765,301)		5,327,820
Interest expense		—		—		2,169,541		2,169,541
Income (loss) from operations before taxes		8,847,836		197,980		(5,934,842)		3,110,974
Total assets		302,197,109		17,105,773		1,151,868		320,454,750
Capital expenditures		1,167,966		241,909		—		1,409,875

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	Wholesale		Retail						Wholesale		Retail
	Segment		Segment		Other		Consolidated		Segment		Segment		Other		Consolidated
NINE MONTHS ENDED JUNE 2023
SIX MONTHS ENDED MARCH 2024
External revenue:
Cigarettes	$	1,161,352,954	$	—	$	—	$	1,161,352,954	$	763,547,247	$	—	$	—	$	763,547,247
Tobacco		339,356,268		—		—		339,356,268		236,183,852		—		—		236,183,852
Confectionery		115,820,426		—		—		115,820,426		77,905,569		—		—		77,905,569
Health food		—		32,354,992		—		32,354,992		—		21,913,758		—		21,913,758
Foodservice & other		198,588,142		—		—		198,588,142		147,285,954		—		—		147,285,954
Total external revenue		1,815,117,790		32,354,992		—		1,847,472,782		1,224,922,622		21,913,758		—		1,246,836,380
Depreciation		3,884,128		817,188		—		4,701,316		3,796,589		443,118		—		4,239,707
Amortization		280,752		—		—		280,752		268,851		—		—		268,851
Operating income (loss)		28,934,860		(392,963)		(9,783,740)		18,758,157		12,783,479		440,246		(6,056,985)		7,166,740
Interest expense		—		—		6,249,540		6,249,540		—		—		4,559,250		4,559,250
Income (loss) from operations before taxes		28,321,283		514,952		(16,033,281)		12,802,954		12,618,261		1,025,478		(10,616,235)		3,027,504
Total assets		349,564,773		18,008,597		1,133,985		368,707,355		318,821,274		16,312,547		1,023,048		336,156,869
Capital expenditures(1)		7,499,029		791,468		—		8,290,497		17,211,107		1,025,663		—		18,236,770

Wholesale

Retail


Segment

Segment

Other

Consolidated
NINE MONTHS ENDED JUNE 2022

External revenue:

Cigarettes

$
900,677,466

$
—

$
—

$
900,677,466
Tobacco

229,765,009

—

—

229,765,009
Confectionery

79,691,881

—

—

79,691,881
Health food

—

35,695,298

—

35,695,298
Foodservice & other

119,213,967

—

—

119,213,967
Total external revenue

1,329,348,323

35,695,298

—

1,365,043,621
Depreciation

1,589,102

897,511

—

2,486,613
Amortization

28,355

—

—

28,355
Operating income (loss)

23,174,638

1,448,878

(10,020,703)

14,602,813
Interest expense

—

—

1,222,829

1,222,829
Income (loss) from operations before taxes

22,513,900

1,469,705

(8,790,693)

15,192,912
Equity method investment earnings, net of tax

—

—

1,670,133

1,670,133
Total assets

278,824,259

18,656,853

814,291

298,295,403
Capital expenditures

12,718,606

1,217,373

—

13,935,979

(1) Includes $10.0 million purchase of a distribution facility in Colorado City, Colorado.


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
SIX MONTHS ENDED MARCH 2023
External revenue:
Cigarettes	$	731,921,636	$	—	$	—	$	731,921,636
Tobacco		214,461,534		—		—		214,461,534
Confectionery		69,196,055		—		—		69,196,055
Health food		—		21,609,884		—		21,609,884
Foodservice & other		113,794,247		—		—		113,794,247
Total external revenue		1,129,373,472		21,609,884		—		1,150,983,356
Depreciation		2,193,676		538,636		—		2,732,312
Amortization		146,327		—		—		146,327
Operating income (loss)		17,162,168		(95,168)		(6,219,670)		10,847,330
Interest expense		—		—		3,863,698		3,863,698
Income (loss) from operations before taxes		17,172,664		(44,521)		(10,083,368)		7,044,775
Total assets		302,197,109		17,105,773		1,151,868		320,454,750
Capital expenditures		2,416,033		385,774		—		2,801,807

10. SUBSEQUENT EVENT

On April 5, 2024, the Company closed on its previously announced acquisition of Burklund Distributors, Inc. (“Burklund”), purchasing substantially all of Burklund’s net operating assets for approximately $19.6 million comprised of $15.7 million in cash and $3.9 million in term debt in the form of a promissory note payable. Costs to effectuate the transaction were not significant and were expensed as incurred. The acquisition of Burklund aligns with the Company’s long-term growth strategy by expanding its regional footprint and will provide customers with an enhanced range of products and services over time. As of the issuance date of these unaudited condensed consolidated financial statements, certain disclosures required by ASC 805 were impracticable to provide based on the transaction closing date. The Company expects to substantially complete its preliminary accounting for the acquisition during Q3 FY24.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS UPDATE

Our ~~businesses continue~~business continues to be impacted by ~~a number of~~ macroeconomic factors, ~~including ongoing~~supply chain disruptions, ~~to supply chains which have impacted product~~ and ~~equipment availability.~~an extended period of high inflation. These factors ~~combined with a highly inflationary operating environment,~~ have decreased consumer discretionary spending and related retail level demand and have also resulted in sustained cost pressures across ~~both of~~ our entire business ~~segments as~~including equipment, labor, interest, product, ~~labor, fuel, interest~~ and other ~~costs have all increased markedly while at the same time pressuring consumer demand trends.~~operating costs.

We continue to closely monitor regulatory actions and proposals from federal and state governmental and regulatory bodies, including the United States Food and Drug Administration (“FDA”), which ~~are~~is evaluating the possible prohibition and/or limitations on the sale of certain cigarette, e-cigarette, tobacco, and vaping products, including ~~menthol.~~menthol cigarettes. If such further regulations or further product sale limitations were to be implemented, they ~~would have a negative~~may limit the range of products we are able to sell in related product categories and decrease overall consumer demand. Any such changes may negatively impact ~~on the Company’s~~our revenues, gross margins, and financial results.

~~Integration work related~~The Company continues to make targeted investments in conjunction with its long-term growth strategy. In this regard, during Q2 2024, the Company purchased a 250,000 square foot distribution facility in Colorado City, Colorado, which we are actively building out to operational status. This facility will play a central role in the Company’s ~~recent purchase~~long-term geographic expansion initiatives.In addition, work continues on the completion of ~~Henry’s Foods,~~the Company’s new 175,000 square foot distribution facility located in Springfield, Missouri. This new facility will enhance our foodservice capabilities in that region.

Finally, as previously disclosed, in early April 2024 the Company closed on its acquisition of Burklund Distributors, Inc. (“~~Henry’s”~~Burklund”) ~~remains ongoing.~~headquartered in East Peoria, Illinois, purchasing substantially all of Burklund’s net operating assets. The acquisition ~~of Henry’s has expanded~~will expand the Company’s ~~geographic~~regional footprint and ~~has provided access to~~provide customers with an ~~industry- leading foodservice distribution platform.~~enhanced range of products and services over time.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the ~~Management��s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections, 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. Forward-looking statements include information concerning the possible or assumed future results of operations of the Company and those statements preceded by, followed by or that include the words “future,” “position,” “anticipate(s),” “expect(s),” “believe(s),” “see,” “plan,” “further improve,” “outlook,” “should” or similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions.

It should be understood that the following important factors, in addition to those discussed elsewhere in this document, could affect the future results of the Company and could cause those results to differ materially from those expressed in our forward-looking statements:

●	risks associated with unrest in certain global regions which could further disrupt world supply chains, manufacturing centers, and shipping routes, impacting commodity/product availability and/or cost, as well as consumer demand trends,

●

risks associated with higher interest rates or prolonged periods of higher interest rates and the related impact on demand, customer credit risk, profitability and cash flows for both the Company and its customer base, particularly as it relates to variable interest rate borrowings, as well as the risk that such borrowings may not be renewed in the future on favorable terms or at all,

●	risks associated with any systemic pressures in the banking system, particularly as they relate to customer credit risk and any resulting impact on our cash flow and our ability to collect on our receivables,

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●	risks associated with an inflationary operating environment, particularly as it relates to wages, fuel, interest, ~~and~~ commodity prices, and customer credit risk, which impact our operating cost structure and could impact food ingredient costs and demand for many of the products we sell,

●

regulations, potential bans, limitations and/or litigation related to the manufacturing, distribution, and sale of certain cigarette, e-cigarette, tobacco, and vaping products imposed by the FDA, state or local governmental agencies, or other parties, including proposed ~~forthcoming~~and pending regulations ~~around~~and/or product approvals/authorizations related to the ~~manufacture~~manufacturing, distribution, and ~~distribution~~sale of certain menthol, vaping, and flavored tobacco products,

●

risks associated with the threat or occurrence of epidemics or pandemics (such as COVID-19 or its variants) or other public health issues, including the continued health of our employees and management, the reduced demand for our goods and services or increased credit risk from customer credit defaults resulting from an economic downturn,

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●	risks associated with the imposition of governmental orders restricting our operations and the operations of our suppliers and customers, in particular, disruptions to our supply chain or our ability to procure products or fulfill orders due to labor shortages in our warehouse operations,

●	risks associated with the Company’s business model which experienced both higher sales volumes and labor costs during the COVID-19 pandemic, and the risk of sales returning to pre-pandemic levels without the Company being able to offset increases in its cost structure,

●

risks associated with the acquisition of assets, new businesses or equity investments by either of our business segments including, but not limited to, risks associated with consummating such transactions on expected terms or timing, purchase price and business valuation and recording risks, and risks related to the assumption of certain liabilities or obligations,

●	risks associated with the integration of new businesses or equity investments by either of our business segments including, but not limited to, risks associated with vendor and customer retention, technology integration, and the potential loss of any key management personnel or employees,

●	increasing competition and market conditions in our wholesale and retail health food businesses and any associated impact on the carrying value and any potential impairment of assets (including intangible assets) within those businesses,

●	risk that our repositioning strategy for our retail business will not be successful,

●	risks associated with opening new retail stores,

●

risks to our brick and mortar retail business and potentially to our wholesale distribution business if online shopping formats such as Amazon™ continue to grow in popularity and further disrupt traditional sales channels, ~~it may present a significant direct risk to our brick and mortar retail business and potentially to our wholesale distribution business,~~

●	the potential impact that ongoing, decreasing, or changing trade tariff and trade policies may have on our product costs or on consumer disposable income and demand,

●	increasing product and operational costs resulting from ongoing supply chain disruptions, an intensely competitive labor market with a limited pool of qualified workers, and higher incremental costs associated with the handling and transportation of certain product categories such as foodservice,

●	increases in state and federal excise taxes on cigarette and tobacco products and the potential impact on demand, particularly as it relates to current legislation under consideration which could significantly increase such taxes,

●	risks associated with disruptions to our technology systems or those of third parties upon which we rely, including security breaches, cyber and ransomware attacks, malware, or other methods by which such information systems could or may have been compromised or impacted,

●	increases in inventory carrying costs and customer credit risks,

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●	changes in pricing strategies and/or promotional/incentive programs offered by cigarette and tobacco manufacturers,

●	changing demand for the Company’s products, particularly cigarette, tobacco and vaping products,

●	risks that product manufacturers may begin selling directly to convenience stores and bypass wholesale distributors,

●	changes in laws and regulations and ongoing compliance related to health care and associated insurance,

●	increasing health care costs for both the Company and consumers and ~~their~~its potential impact on discretionary consumer spending,

●	decreased availability of capital resources,

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●	domestic regulatory and legislative risks,

●	poor weather conditions, and the adverse effects of climate change,

●	consolidation trends within the convenience store, wholesale distribution, and retail health food industries,

●	risks associated with labor disputes (strikes), natural disasters, domestic/political unrest and incidents of violence, or any restrictions, regulations, or security measures implemented by governmental bodies in response to these items, and

●	other risks over which the Company has little or no control, and any other factors not identified herein.

Changes in these factors could result in significantly different results. Consequently, future results may differ from management’s expectations. Moreover, past financial performance should not be considered a reliable indicator of future performance. Any forward-looking statement contained herein is made as of the date of this document. Except as required by law, the Company undertakes no obligation to publicly update or correct any of these forward-looking statements in the future to reflect changed assumptions, the occurrence of material events or changes in future operating results, financial conditions or business over time.

CRITICAL ACCOUNTING ESTIMATES

Certain accounting estimates used in the preparation of the Company’s condensed consolidated unaudited financial statements (“financial statements”) require us to make judgments and estimates and the financial results we report may vary depending on how we make these judgments and estimates. Our critical accounting estimates are set forth in our annual report on Form 10-K for the fiscal year ended September 30, ~~2022,~~2023, as filed with the Securities and Exchange Commission. ~~There~~Other than the adoption of ASU 2016-13 as described in Note 1 of Part I, Item 1 of this quarterly report on Form 10-Q, there have been no significant changes with respect to these estimates and related policies during the ~~nine~~six months ended ~~June 2023.~~March 2024.

~~THIRD~~SECOND FISCAL QUARTER ~~2023 (Q3 2023)~~2024 (Q2 2024)

The following discussion and analysis includes the Company’s results of operations for the three and ~~nine~~six months ended ~~June 2023~~March 2024 and ~~June 2022:~~March 2023:

Wholesale Segment

Our Wholesale Segment is one of the largest wholesale distributors in the United States, serving approximately ~~6,800~~7,000 retail outlets including convenience stores, grocery stores, liquor stores, drug stores, and tobacco shops. We currently distribute over ~~17,000~~20,000 different consumer products, including cigarettes and tobacco products, candy and other confectionery products, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. Convenience stores represent our largest customer category. In December ~~2022,~~2023, Convenience Store News ranked us as the sixth ~~(6th)~~(6^th) largest convenience store distributor in the United States based on annual sales.

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Retail Segment

Our Retail Segment, through our Healthy Edge Retail Group subsidiary, is a specialty retailer of natural/organic groceries and dietary supplements which focuses on providing high quality products at affordable prices, with an exceptional level of customer service and nutritional consultation. All of the products carried in our stores must meet strict quality and ingredient guidelines, and include offerings such as gluten-free and antibiotic-free ~~groceries~~grocery and meat products, as well as products containing no artificial colors, flavors, preservatives, or partially hydrogenated oils. We design our retail sites in an efficient and flexible small-store format, which emphasizes a high energy and shopper-friendly environment.

We operate within the natural products retail industry, which is a subset of the United States grocery industry. This industry includes conventional, natural, gourmet and specialty food markets, mass and discount retailers, warehouse clubs, health food stores, dietary supplement retailers, drug stores, farmers markets, mail order and online retailers, and multi-level marketers.

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RESULTS OF OPERATIONS – THREE MONTHS ENDED ~~JUNE:~~MARCH:


	2023			2022			Incr (Decr)		% Change	2024			2023			Incr (Decr)		% Change
CONSOLIDATED:
Sales (1)	$	696,489,427		$	550,584,152		$	145,905,275	26.5	$	601,877,306		$	584,993,848		$	16,883,458	2.9
Cost of sales		649,623,651			516,907,540			132,716,111	25.7		559,566,439			543,861,287			15,705,152	2.9
Gross profit		46,865,776			33,676,612			13,189,164	39.2		42,310,867			41,132,561			1,178,306	2.9
Gross profit percentage		6.7	%		6.1	%					7.0	%		7.0	%

Operating expense	$	38,954,949		$	26,774,826		$	12,180,123	45.5	$	38,967,204		$	35,804,741		$	3,162,463	8.8
Operating income		7,910,827			6,901,786			1,009,041	14.6		3,343,663			5,327,820			(1,984,157)	(37.2)
Interest expense		2,385,842			655,811			1,730,031	263.8		2,247,737			2,169,541			78,196	3.6
Change in fair value of mandatorily redeemable non-controlling interest		698,571			705,392			(6,821)	(1.0)		134,389			221,030			(86,641)	(39.2)
Income tax expense		1,813,800			2,221,000			(407,200)	(18.3)		613,000			1,045,400			(432,400)	(41.4)
Equity method investment earnings, net of tax		—			307,973			(307,973)	(100.0)
Net income available to common shareholders		3,944,379			6,044,808			(2,100,429)	(34.7)		539,543			2,065,574			(1,526,031)	(73.9)

BUSINESS SEGMENTS:
Wholesale
Sales	$	685,744,319		$	539,233,355		$	146,510,964	27.2	$	590,652,977		$	573,645,837		$	17,007,140	3.0
Gross profit		43,093,210			29,442,578			13,650,632	46.4		38,155,508			37,096,448			1,059,060	2.9
Gross profit percentage		6.3	%		5.5	%					6.5	%		6.5	%
Retail
Sales	$	10,745,108		$	11,350,797		$	(605,689)	(5.3)	$	11,224,329		$	11,348,011		$	(123,682)	(1.1)
Gross profit		3,772,566			4,234,034			(461,468)	(10.9)		4,155,359			4,036,113			119,246	3.0
Gross profit percentage		35.1	%		37.3	%					37.0	%		35.6	%

(1)	Sales are reported net of costs associated with incentives provided to retailers. These incentives totaled ~~$10.9~~$11.3 million in ~~Q3 2023~~Q2 2024 and ~~$9.0~~$10.3 million in ~~Q3 2022.~~Q2 2023.

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SALES

Changes in sales are primarily driven by:

(i)

changes to selling prices, which are largely controlled by our product suppliers, and excise taxes imposed on cigarettes and tobacco products by various states;

(ii)

changes in the volume and mix of products sold to our customers, either due to a change in purchasing patterns resulting from shifting consumer preferences or the fluctuation in the comparable number of business days in our reporting period; and

(iii) acquisitions.

SALES – Q3Q2 2024 vs. Q2 2023 ~~vs. Q3 2022~~

Sales in our Wholesale Segment increased ~~$146.5~~$17.0 million during ~~Q3 2023~~Q2 2024 as compared to ~~Q3 2022.~~Q2 2023. Significant items impacting sales during ~~Q3 2023~~Q2 2024 included a ~~$50.3 million increase in comparative sales related to the acquisition of a controlling interest in Team Sledd, LLC (“Team Sledd”) during Q3 2022, a $87.6~~$24.4 million increase in sales related to the acquisition of Henry’s Foods, Inc. (“Henry’s”) during Q2 2023 and a ~~$28.0~~$26.2 million increase in sales related to price increases implemented by cigarette manufacturers, ~~and a $14.4 million increase in sales related to higher sales volumes in our tobacco, confectionery, foodservice, and other categories (“Other Products”),~~ partially offset by a ~~$33.8~~$33.0 million decrease in sales related to the volume and mix of cigarette cartons ~~sold.~~sold, and a $0.6 million decrease in sales related to the volume and mix of products in our tobacco, confectionery, foodservice, and other categories (“Other Products”). Sales in our Retail Segment decreased ~~$0.6~~$0.1 million during ~~Q3 2023~~Q2 2024 as compared to ~~Q3 2022.~~Q2 2023. This decrease was due to approximately ~~$0.7 million related to the temporary closure of our Port Charlotte store due to damage from Hurricane Ian and approximately $0.4~~$1.6 million related to the closure of ~~two~~five stores between the comparative periods, partially offset by a ~~$0.5~~$0.8 million increase related to higher sales volumes in our existing ~~stores.~~stores and a $0.7 million increase related to the re-opening of our Port Charlotte store that was damaged during Hurricane Ian.

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GROSS PROFIT – Q3Q2 2024 vs. Q2 2023 ~~vs. Q3 2022~~

Our gross profit does not include fulfillment costs and costs related to the distribution network, which are included in selling, general and administrative costs, and may not be comparable to those of other entities. Some entities may classify such costs as a component of cost of sales. Cost of sales, a component used in determining gross profit, for the wholesale and retail segments includes the cost of products purchased from manufacturers, less incentives we receive which are netted against such costs.

Gross profit in our Wholesale Segment increased ~~$13.7~~$1.1 million during ~~Q3 2023~~Q2 2024 as compared to ~~Q3 2022.~~Q2 2023. Significant items impacting gross profit during ~~Q3 2023~~Q2 2024 included ~~an $3.0 million increase in comparative gross profit related to the acquisition of~~ a ~~controlling interest in Team Sledd during Q3 2022, a $10.1~~$2.9 million increase in gross profit related to the acquisition of Henry’s in Q2 2023, ~~a $1.1 million increase in gross profit related to higher sales volumes and promotions in our Other Products category,~~ partially offset by a ~~$0.5~~$0.8 million decrease in gross profit due to the timing and related benefits of cigarette manufacturer price increases, ~~and~~a $0.5 million decrease in gross profit related to the volume and mix of cigarette cartons sold between the comparative ~~periods.~~periods and a $0.5 million decrease in gross profit related to the mix of volumes and promotions in our Other Products category. Gross profit in our Retail Segment ~~decreased $0.5~~increased approximately $0.1 million during ~~Q3 2023~~Q2 2024 as compared to ~~Q3 2022.~~Q2 2023. This change was primarily related to a $0.4 million increase in realized margins in our existing stores and a $0.3 million ~~decrease~~increase related to the ~~temporary closure~~re-opening of our Port Charlotte store ~~due to damage from~~that was damaged during Hurricane Ian, partially offset by a ~~$0.1~~$0.6 million decrease related to the closure of ~~two~~five stores between the comparative ~~periods and a $0.1 million decrease in realized margins in our existing stores.~~periods.

OPERATING EXPENSE – Q3Q2 2024 vs. Q2 2023 ~~vs. Q3 2022~~

Operating expense includes selling, general and administrative expenses and ~~depreciation.~~depreciation and amortization. Selling, general, and administrative expenses primarily consist of costs related to our sales, warehouse, delivery and administrative departments, including purchasing and receiving costs, warehousing costs and costs of picking and loading customer orders. Our most significant expenses relate to costs associated with employees, facility and equipment leases, transportation, fuel, and insurance. Our ~~Q3 2023~~Q2 2024 operating expenses increased ~~$12.2~~$3.2 million as compared to ~~Q3 2022.~~Q2 2023. Significant items impacting operating expenses during ~~Q3 2023~~Q2 2024 included a ~~$2.2 million increase in comparative operating expenses related to the acquisition of a controlling interest in Team Sledd during Q3 2022, a $7.5~~$2.7 million increase in operating expenses related to the acquisition of Henry’s during Q2 2023 and a ~~$1.2~~$0.9 million increase related to employee compensation and benefit costs, partially offset by a ~~$0.9~~$0.2 million ~~increase in insurance costs, a $0.6 million increase~~decrease in other Wholesale Segment operating ~~expenses, a $0.3~~

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~~million increase in customer bad debt expense,~~costs, and a ~~$0.1~~$0.2 million ~~increase~~decrease in operating ~~expenses~~expense costs in our Retail Segment. The decrease in our Retail Segment was primarily due to a $0.7 million decrease related to the closure of five stores between the comparative periods, partially offset by an increase of $0.3 million in our existing stores and a ~~$0.6~~$0.2 million ~~decrease in fuel costs.~~increase related to the re-opening of our Port Charlotte store that was damaged during Hurricane Ian.

INTEREST EXPENSE – Q3Q2 2024 vs. Q2 2023 ~~vs. Q3 2022~~

Interest expense increased ~~$1.7~~$0.1 million in ~~Q3 2023~~Q2 2024 as compared to ~~Q3 2022,~~Q2 2023, primarily related to higher interest rates, increased capital expenditures, and higher outstanding debt balances in the current period related to the acquisition of ~~a controlling interest in Team Sledd in Q3 2022 and the acquisition of~~ Henry’s in Q2 2023.

~~OTHER INCOME – Q3 2023 vs. Q3 2022~~

The change in other income between the comparative periods was primarily related to a non-cash gain of approximately $2.4 million in the prior year period (Q3 2022) related to the consolidation of Team Sledd, partially offset by an insurance recovery in the current year period.

INCOME TAX EXPENSE – Q3Q2 2024 vs. Q2 2023 ~~vs. Q3 2022~~

The change in the ~~Q3 2023~~Q2 2024 income tax rate as compared to ~~Q3 2022~~Q2 2023 was primarily related to non-deductible compensation expense in relation to the amount of income from operations before income tax expense and higher effective state income tax rates between the comparative periods.

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RESULTS OF OPERATIONS – ~~NINE~~SIX MONTHS ENDED ~~JUNE:~~MARCH:


	2023			2022			Incr (Decr)		% Change	2024			2023			Incr (Decr)		% Change
CONSOLIDATED:
Sales(1)	$	1,847,472,782		$	1,365,043,621		$	482,429,161	35.3
Sales (1)										$	1,246,836,380		$	1,150,983,356		$	95,853,024	8.3
Cost of sales		1,724,504,862			1,277,757,425			446,747,437	35.0		1,161,224,591			1,074,881,211			86,343,380	8.0
Gross profit		122,967,920			87,286,196			35,681,724	40.9		85,611,789			76,102,145			9,509,644	12.5
Gross profit percentage		6.7	%		6.4	%					6.9	%		6.6	%

Operating expense	$	104,209,763		$	72,683,383		$	31,526,380	43.4	$	78,445,049		$	65,254,815		$	13,190,234	20.2
Operating income		18,758,157			14,602,813			4,155,344	28.5		7,166,740			10,847,330			(3,680,590)	(33.9)
Interest expense		6,249,540			1,222,829			5,026,711	411.1		4,559,250			3,863,698			695,552	18.0
Change in fair value of mandatorily redeemable non-controlling interest		864,684			705,392			159,292	22.6		334,133			166,114			168,019	101.1
Income tax expense		4,164,000			4,811,000			(647,000)	(13.4)		1,417,000			2,350,200			(933,200)	(39.7)
Equity method investment earnings, net of tax		—			1,670,133			(1,670,133)	(100.0)
Net income available to common shareholders		8,638,954			12,052,045			(3,413,091)	(28.3)		1,610,504			4,694,575			(3,084,071)	(65.7)

BUSINESS SEGMENTS:
Wholesale
Sales	$	1,815,117,790		$	1,329,348,323		$	485,769,467	36.5	$	1,224,922,622		$	1,129,373,472		$	95,549,150	8.5
Gross profit		111,464,919			73,761,372			37,703,547	51.1		77,509,067			68,371,710			9,137,357	13.4
Gross profit percentage		6.1	%		5.5	%					6.3	%		6.1	%
Retail
Sales	$	32,354,992		$	35,695,298		$	(3,340,306)	(9.4)	$	21,913,758		$	21,609,884		$	303,874	1.4
Gross profit		11,503,001			13,524,824			(2,021,823)	(14.9)		8,102,722			7,730,435			372,287	4.8
Gross profit percentage		35.6	%		37.9	%					37.0	%		35.8	%

(1)	Sales are reported net of costs associated with incentives provided to retailers. These incentives totaled ~~$30.1~~$20.8 million for the ~~nine~~six months ended ~~June 2023~~March 2024 and ~~$24.2~~$19.3 million for the ~~nine~~six months ended ~~June 2022.~~March 2023.

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SALES – ~~Nine~~Six months ended ~~June 2023~~March 2024

Sales in our Wholesale Segment increased ~~$485.8~~$95.5 million ~~for~~during the ~~nine~~six months ended ~~June 2023~~March 2024 as compared to the same prior year period. Significant items impacting sales during the period included a ~~$362.4 million increase in comparative sales related to the acquisition of a controlling interest in Team Sledd during Q3 2022, a $131.6~~$103.1 million increase in sales related to the acquisition of Henry’s during Q2 2023, a ~~$69.6~~$52.5 million increase in sales related to price increases implemented by cigarette manufacturers, and a ~~$32.5~~$4.4 million increase in sales related to ~~higher sales volumes~~the volume and mix of products in our Other Products category, partially offset by a ~~$110.3~~$64.5 million decrease in sales related to the volume and mix of cigarette cartons sold. Sales in our Retail Segment ~~decreased $3.3~~increased $0.3 million ~~for~~during the ~~nine~~six months ended ~~June 2023~~March 2024 as compared to the same prior year period. ~~Significant items impacting sales in our Retail Segment included a decrease of $2.4 million related to the temporary closure of our Port Charlotte store~~This increase was due to ~~damage from Hurricane Ian and a decrease of $1.5~~approximately $1.6 million ~~related to the closure of two stores between the comparative periods, partially offset by a $0.6 million increase~~ related to higher sales volumes in our existing ~~stores.~~stores and approximately $1.5 million related to the re-opening of our Port Charlotte store that was damaged during Hurricane Ian, partially offset by a $2.8 million decrease related to the closure of five stores between the comparative periods.

GROSS PROFIT – ~~Nine~~Six months ended ~~June 2023~~March 2024

Gross profit in our Wholesale Segment increased ~~$37.7~~$9.1 million for the ~~nine~~six months ended ~~June 2023~~March 2024 as compared to the same prior year period. Significant items impacting gross profit during the period included a ~~$20.8 million increase in comparative gross profit related to the acquisition of a controlling interest in Team Sledd during Q3 2022, a $14.9~~$11.9 million increase in gross profit related to the acquisition of Henry’s in Q2 2023, partially offset by a ~~$3.1~~$1.3 million ~~increase~~decrease in gross profit related to ~~higher sales~~the mix of volumes and promotions in our Other Products category, ~~partially offset by~~ a ~~$1.1~~$0.8 million decrease in ~~the net impact of cigarette manufacturer promotions and~~gross profit related to the volume and mix of cigarette cartons ~~sold.~~sold between the comparative periods, and a $0.7 million decrease in gross profit due to the timing and related benefits of cigarette manufacturer price increases. Gross profit in our Retail Segment ~~decreased $2.0~~increased approximately $0.4 million for the ~~nine~~six months ended ~~June 2023~~March 2024 as compared to the same prior year period. This change was primarily related to a ~~$0.9 decrease~~$0.8 million increase in realized margins in our existing stores and a $0.6 million increase related to the ~~temporary closure~~re-opening of our Port Charlotte store ~~due to damage from~~that was damaged during Hurricane Ian, partially offset by a ~~$0.5~~$1.0 million decrease related to the closure of ~~two~~five stores between the comparative ~~periods and a $0.6 million decrease in realized margins in our existing stores.~~periods.

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OPERATING EXPENSE – ~~Nine~~Six months ended ~~June 2023~~March 2024

Operating expenses increased ~~$31.5~~$13.2 million during the ~~nine~~six months ended ~~June 2023~~March 2024 as compared to the same prior year period. Significant items impacting operating expenses during the period included a ~~$16.0 million increase in comparative operating expenses related to the acquisition of a controlling interest in Team Sledd during Q3 2022, a $12.1~~$10.6 million increase in operating expenses related to the acquisition of Henry’s during Q2 2023, a $2.4 million increase ~~in other Wholesale Segment operating expenses including~~related to employee compensation and benefit costs, and a ~~$1.2~~$0.6 million increase in insurance costs, partially offset by a $0.2 million decrease in other Wholesale Segment operating expenses, and a $0.2 million decrease in operating expense costs in our Retail Segment. The decrease in our Retail Segment ~~operating expenses.~~was primarily due to a $1.2 million decrease related to the closure of five stores between the comparative periods, partially offset by an increase of $0.7 million in our existing stores and a $0.3 million increase related to the re-opening of our Port Charlotte store that was damaged during Hurricane Ian.

INTEREST EXPENSE – ~~Nine~~Six months ended ~~June 2023~~March 2024

Interest expense increased ~~$5.0~~$0.7 million for the ~~nine~~six months ended ~~June 2023~~March 2024 as compared to the same prior year period, primarily related to higher interest rates, increased capital expenditures, and higher outstanding debt balances in the current ~~year~~ period related to ~~the acquisition of a controlling interest in Team Sledd in Q3 2022 and~~ the acquisition of Henry’s in Q2 2023.

OTHER INCOME – ~~Nine~~Six months ended ~~June 2023~~March 2024

The change in other income between the comparative periods was primarily related to ~~a non-cash gain of approximately $2.4 million in the nine month period ended June 2022 related to the consolidation of Team Sledd, partially offset by~~ an insurance recovery in the current year period.

INCOME TAX EXPENSE – ~~Nine~~Six months ended ~~June 2023~~March 2024

The change in the Company’s effective ~~income~~ tax rate during the ~~nine month~~six-month period ended ~~June 2023~~March 2024 as compared to the respective prior year period was primarily related to ~~higher~~ non-deductible compensation expense in relation to the amount of income from operations before income tax expense and higher effective state income tax rates ~~during~~between the ~~current year period.~~comparative periods.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company’s variability in cash flows from operating activities is dependent on the timing of inventory purchases and seasonal fluctuations. For example, periodically we have inventory “buy-in” opportunities which offer more favorable pricing terms. As a result, we may have to hold inventory for a period longer than the payment terms. This generates a cash outflow from operating activities that we expect to reverse in later periods. Additionally, during our peak time of operations in the warm weather months, we generally carry higher amounts of inventory to ensure high fill rates and customer satisfaction.

The Company primarily finances its operations through three credit facility agreements (a) a facility that is an obligation of AMCON Distributing Company (the “AMCON Facility”), (b) a facility that is an obligation of Team Sledd, LLC (“Team Sledd” and, the “Team Sledd Facility”) and (c) a facility that is the obligation of Henry’s (the “Henry’s Facility”~~, and together,~~) (collectively, the “Facilities”) and long-term debt agreements with banks. ~~In Q3 2023, the Company amended the~~The Team Sledd Facility ~~increasing its aggregate borrowing capacity from $70.0 million~~and the Henry’s Facility are non-recourse to ~~$80.0 million, extending the maturity date~~AMCON Distributing Company, are not guaranteed by AMCON Distributing Company and have no cross default provisions applicable to ~~March 2028, and adding certain real estate property as eligible borrowing collateral under the agreement.~~AMCON Distributing Company.

At ~~June 2023,~~March 2024, the Facilities had a total combined borrowing capacity of $300.0 million, ~~including~~which includes provisions for up to $30.0 million in credit advances for certain inventory purchases, which are limited by accounts receivable and inventory qualifications, and the value of certain real estate collateral. The Henry’s Facility matures in February 2026, the AMCON Facility matures in June 2027, and the Team Sledd Facility matures in March 2028, each without a penalty for prepayment. Obligations under the Facilities are collateralized by substantially all of the Company’s respective equipment, intangibles, inventories, accounts receivable, and certain real estate. The Facilities each feature an unused commitment fee

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and springing financial covenants. Borrowings under the Facilities bear interest at either the bank’s prime rate or the Secured Overnight Financing Rate (“SOFR”), plus any applicable spreads.

Cross Default and Co-Terminus Provisions

Dividend Payments

Other

The Company has issued a letter of credit for ~~$0.5~~$1.5 million to its workers’ compensation insurance ~~carrier~~carriers as part of its self-insured loss control program.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

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Liquidity Risk

The Company’s liquidity position is significantly influenced by its ability to maintain sufficient levels of working capital. For our Company and our industry in general, customer credit risk and ongoing access to bank credit heavily influence liquidity positions.

The Company does not currently hedge its exposure to interest rate risk or fuel costs. Accordingly, significant price movements in these areas can and do impact the Company’s profitability.

While the Company believes its liquidity position going forward will be adequate to sustain operations in both the short- and long-term, a precipitous change in operating environment could materially impact the Company’s future revenue streams as well as its ability to collect on customer accounts receivable or secure bank credit.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, an evaluation of the effectiveness of our disclosure controls and procedures as of ~~June 30, 2023~~March 31, 2024 was made under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

~~Other than the ongoing implementation of internal controls over financial reporting related to the acquisition of Henry’s, there~~There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~June 2023,~~March 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes to the Company’s risk factors as previously disclosed in Item 1A “Risk Factors” of the Company’s annual report on Form 10-K for the fiscal year ended September 30, ~~2022.~~2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~Not applicable.~~During the three months ended March 31, 2024, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

(a) Exhibits



	3.1	Restated Certificate of Incorporation of AMCON Distributing Company dated January 25, 2024 (incorporated by reference to Exhibit 3.1 of AMCON’s Current Report on Form 8-K filed on January 25, 2024)

	10.1	~~Fourth~~Consent, Joinder and Ninth Amendment to ~~Credit~~Second Amended and Restated Loan and Security Agreement, dated ~~April 27, 2023~~February 9, 2024, between ~~Team Sledd, LLC~~AMCON Distributing Company and ~~First National~~ Bank of ~~Pennsylvania~~America

	10.2	Asset Purchase Agreement, dated March 11, 2024, between AMCON Distributing Company and Burklund Distributors, Inc.

	31.1	Certification by Christopher H. Atayan, Chief Executive Officer and Chairman, pursuant to section 302 of the Sarbanes-Oxley Act

	31.2	Certification by Charles J. Schmaderer, Vice President, Chief Financial Officer and Secretary, pursuant to section 302 of the Sarbanes-Oxley Act

	32.1	Certification by Christopher H. Atayan, Chief Executive Officer and Chairman, furnished pursuant to section 906 of the Sarbanes-Oxley Act

	32.2	Certification by Charles J. Schmaderer, Vice President, Chief Financial Officer and Secretary, furnished pursuant to section 906 of the Sarbanes-Oxley Act

	101	Interactive Data File (filed herewith electronically)

	104	Cover Page Interactive Data File – formatted in Inline XBRL and included as Exhibit 101

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMCON DISTRIBUTING COMPANY
	(registrant)

Date: ~~July~~April 18, ~~2023~~2024	/s/ Christopher H. Atayan
	Christopher H. Atayan,
	Chief Executive Officer and Chairman

Date: ~~July~~April 18, ~~2023~~2024	/s/ Charles J. Schmaderer
	Charles J. Schmaderer,
	Vice President, Chief Financial Officer and Secretary
	(Principal Financial and Accounting Officer)

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Accounts receivable	$	8,237,652
Inventories		16,060,965
Prepaid and other assets		400,964
Property and equipment		27,216,323
Other intangible assets		3,607,000
Liabilities assumed		(1,157,976)
Total identifiable net assets	$	54,364,928

Total identifiable net assets	$	54,364,928
Goodwill		500,375
Consideration transferred	$	54,865,303


	Acquisition-Date		Useful Life
Other Intangible Asset	Fair Value		(Years)
Customer list	$	2,010,000		15
Non-competition agreement		95,000		5
Trade name		1,502,000		7
	$	3,607,000


Revenue	$	131,563,988
Net income available to common shareholders	$	1,288,462


	For the three months ended June 2023		For the three months ended June 2022		For the nine months ended June 2023		For the nine months ended June 2022
Revenue	$	696,489,427	$	700,311,723	$	1,951,264,477	$	1,988,702,611
Net income available to common shareholders	$	3,944,379	$	6,202,533	$	8,838,866	$	15,484,735


	June 2023		September 2022
Unsecured note payable, interest payable at a fixed rate of 4.50% with quarterly installments of principal and interest of $49,114 through June 2023 with remaining principal due September 2023		852,642		968,589
Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse		5,280,076		5,572,766
Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse		1,927,167		2,052,327
Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.28% at June 2023, collateralized by certain of Team Sledd's equipment		312,040		385,887
Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $135,469 through February 2028, collateralized by certain of Henry's equipment		6,596,085		—
		14,968,010		8,979,569
Less current maturities		(2,738,524)		(1,595,309)
	$	12,229,486	$	7,384,260