Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 December 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 645,462 shares of its $.01 par value common stock outstanding as of January 17, 2025.

Table of Contents

Form 10-Q

1st Quarter

INDEX


December 31, 2024	PAGE

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements:

Condensed consolidated balance sheets at December 31, 2024 (unaudited) and September 30, 2024	3

Condensed consolidated unaudited statements of operations for the three months ended December 31, 2024 and 2023	4

Condensed consolidated unaudited statements of shareholders’ equity for the three months ended December 31, 2024 and 2023	5

Condensed consolidated unaudited statements of cash flows for the three months ended December 31, 2024 and 2023	6

Notes to condensed consolidated unaudited financial statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3. Quantitative and Qualitative Disclosures About Market Risk	22

Item 4. Controls and Procedures	22

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	24

Item 1A. Risk Factors	24

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3. Defaults Upon Senior Securities	24

Item 4. Mine Safety Disclosures	24

Item 5. Other Information	24

Item 6. Exhibits	25

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Balance Sheets

December 31, 2024 and September 30, 2024


	December		September
	2024		2024
	(Unaudited)
ASSETS
Current assets:
Cash	$	535,862	$	672,788
Accounts receivable, less allowance for credit losses of $2.4 million at December 2024 and $2.3 million at September 2024		70,590,733		70,653,907
Inventories, net		174,523,527		144,254,843
Income taxes receivable		396,222		718,645
Prepaid expenses and other current assets		12,096,904		12,765,088
Total current assets		258,143,248		229,065,271

Property and equipment, net		106,745,867		106,049,061
Operating lease right-of-use assets, net		26,246,028		25,514,731
Goodwill		5,778,325		5,778,325
Other intangible assets, net		4,612,808		4,747,234
Other assets		3,142,994		2,952,688
Total assets	$	404,669,270	$	374,107,310

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	47,342,697	$	54,498,225
Accrued expenses		14,947,716		15,802,727
Accrued wages, salaries and bonuses		3,256,748		8,989,355
Current operating lease liabilities		7,337,464		7,036,751
Current maturities of long-term debt		5,248,488		5,202,443
Current mandatorily redeemable non-controlling interest		1,757,237		1,703,604
Total current liabilities		79,890,350		93,233,105

Credit facilities		165,900,612		121,272,004
Deferred income tax liability, net		4,443,893		4,374,316
Long-term operating lease liabilities		19,203,592		18,770,001
Long-term debt, less current maturities		15,176,659		16,562,908
Mandatorily redeemable non-controlling interest, less current portion		6,649,075		6,507,896
Other long-term liabilities		985,936		1,657,295

Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—		—
Common stock, $.01 par value, 3,000,000 shares authorized, 645,462 shares outstanding at December 2024 and 630,362 shares outstanding at September 2024		9,799		9,648
Additional paid-in capital		35,077,446		34,439,735
Retained earnings		108,604,071		108,552,565
Treasury stock at cost		(31,272,163)		(31,272,163)
Total shareholders’ equity		112,419,153		111,729,785
Total liabilities and shareholders’ equity	$	404,669,270	$	374,107,310

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

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AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Operations

for the three months ended December 31, 2024 and 2023


	For the three months ended December
	2024		2023
Sales (including excise taxes of $143.4 million and $138.1 million, respectively)	$	711,273,256	$	644,959,073
Cost of sales		664,379,704		601,658,151
Gross profit		46,893,552		43,300,922
Selling, general and administrative expenses		40,587,630		37,258,677
Depreciation and amortization		2,635,601		2,219,168
		43,223,231		39,477,845
Operating income		3,670,321		3,823,077

Other expense (income):
Interest expense		2,846,621		2,311,513
Change in fair value of mandatorily redeemable non-controlling interest		194,812		199,744
Other (income), net		(111,531)		(563,141)
		2,929,902		1,948,116
Income from operations before income taxes		740,419		1,874,961
Income tax expense		392,000		804,000
Net income available to common shareholders	$	348,419	$	1,070,961

Basic earnings per share available to common shareholders	$	0.57	$	1.80
Diluted earnings per share available to common shareholders	$	0.57	$	1.78

Basic weighted average shares outstanding		611,322		595,623
Diluted weighted average shares outstanding		613,573		603,300

Dividends paid per common share	$	0.18	$	0.18

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

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AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Shareholders’ Equity

for the three months ended December 31, 2024 and 2023


							Additional
	Common Stock			Treasury Stock			Paid-in		Retained
	Shares	Amount		Shares	Amount		Capital		Earnings		Total
THREE MONTHS ENDED DECEMBER 2023
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, $0.46 per share	—		—	—		—		—		(289,967)		(289,967)
Compensation expense and issuance of stock in connection with equity-based awards	21,673		217	—		—		1,935,703		—		1,935,920
Net income available to common shareholders	—		—	—		—		—		1,070,961		1,070,961
Balance, December 31, 2023	964,945	$	9,648	(334,583)	$	(31,272,163)	$	32,521,091	$	105,627,432	$	106,886,008

THREE MONTHS ENDED DECEMBER 2024
Balance, October 1, 2024	964,945	$	9,648	(334,583)	$	(31,272,163)	$	34,439,735	$	108,552,565	$	111,729,785
Dividends on common stock, $0.46 per share	—		—	—		—		—		(296,913)		(296,913)
Compensation expense and issuance of stock in connection with equity-based awards	15,100		151	—		—		637,711		—		637,862
Net income available to common shareholders	—		—	—		—		—		348,419		348,419
Balance, December 31, 2024	980,045	$	9,799	(334,583)	$	(31,272,163)	$	35,077,446	$	108,604,071	$	112,419,153

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

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AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Cash Flows

for the three months ended December 31, 2024 and 2023


	December		December
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$	348,419	$	1,070,961
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation		2,501,175		2,084,743
Amortization		134,426		134,425
(Gain) loss on sales of property and equipment		(840)		(53,287)
Equity-based compensation		637,862		571,137
Deferred income taxes		69,577		467,203
Provision for credit losses		112,746		(91,969)
Inventory allowance		24,405		30,988
Change in fair value of contingent consideration		(1,453,452)		—
Change in fair value of mandatorily redeemable non-controlling interest		194,812		199,744
Changes in assets and liabilities:
Accounts receivable		(49,572)		2,147,484
Inventories		(30,293,089)		384,466
Prepaid and other current assets		668,184		(362,792)
Other assets		(190,306)		(22,366)
Accounts payable		(6,911,400)		1,627,403
Accrued expenses and accrued wages, salaries and bonuses		(6,055,070)		(3,649,088)
Other long-term liabilities		71,823		120,275
Income taxes payable and receivable		322,423		336,797
Net cash flows from (used in) operating activities		(39,867,877)		4,996,124

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(3,453,711)		(3,947,143)
Proceeds from sales of property and equipment		12,442		124,803
Net cash flows from (used in) investing activities		(3,441,269)		(3,822,340)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		713,853,301		603,650,771
Repayments under revolving credit facilities		(669,224,693)		(604,014,807)
Principal payments on long-term debt		(1,340,204)		(490,518)
Dividends on common stock		(116,184)		(113,466)
Net cash flows from (used in) financing activities		43,172,220		(968,020)
Net change in cash		(136,926)		205,764
Cash, beginning of period		672,788		790,931
Cash, end of period	$	535,862	$	996,695

Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	2,815,683	$	2,235,562

Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	772,820	$	347,891
Dividends declared, not paid		180,729		176,501
Issuance of common stock in connection with the vesting of equity-based awards		—		1,296,372

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”) serves customers in 34 states through two business segments:

●

Our wholesale distribution segment (the “Wholesale Segment”), which includes our Team Sledd, LLC (“Team Sledd”) and Henry’s Foods, Inc. (“Henry’s”) subsidiaries, 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 primarily in the Central, Rocky Mountain, Great Lakes, Mid-South and Mid-Atlantic regions of the United States.

●

Our retail health food segment (the “Retail Segment”) operates 15 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 7,900 retail outlets including convenience stores, grocery stores, liquor stores, drug stores, and tobacco shops. We currently distribute over 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. We have licenses, and operate, in 34 states, and are the third (3rd) largest convenience store distributor by geographic territory served.

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 14 distribution centers located in Colorado, Idaho, Illinois, Indiana, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia. These distribution centers, combined with cross-dock facilities, include approximately 1.7 million square feet of permanent floor space. Our principal suppliers include Altria, RJ Reynolds, ITG Brands, Hershey, 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.

RETAIL SEGMENT

Market banners. 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. These stores carry over 32,000 different nationally 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.

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FINANCIAL STATEMENTS

The Company’s fiscal year ends on September 30^th. 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, 2024, 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 fiscal periods ended December 31, 2024 and December 31, 2023 have been referred to throughout this Quarterly Report as Q1 2025 and Q1 2024, respectively. The fiscal balance sheet dates as of December 31, 2024 and September 30, 2024 have been referred to as December 2024 and September 2024, respectively.

ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation. This guidance is effective for 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 Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

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 income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This guidance is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures”, which improves disclosure requirements and provides more detailed information about an entity’s expenses, specifically amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses. This guidance is effective for fiscal years beginning after December 15, 2026 (fiscal 2028 for the Company), and interim periods within fiscal years beginning after December 15, 2027 (fiscal 2029 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

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 $1.2 million at both December 2024 and September 2024. 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.

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3. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill at December 2024 and September 2024 was as follows:


	December		September
	2024		2024
Wholesale Segment	$	5,778,325	$	5,778,325

Other intangible assets at December 2024 and September 2024 consisted of the following:


	December		September
	2024		2024
Customer lists (Wholesale Segment) (less accumulated amortization of $0.5 million at December 2024 and $0.5 million at September 2024)	$	2,938,815	$	2,996,348
Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.2 million at December 2024 and $0.2 million at September 2024)		83,255		106,505
Tradename (Wholesale Segment) (less accumulated amortization of $0.4 million at December 2024 and $0.4 million at September 2024)		1,090,738		1,144,381
Trademarks and tradenames (Retail Segment)		500,000		500,000
	$	4,612,808	$	4,747,234

Goodwill and Retail Segment trademarks and tradenames are considered to have indefinite useful lives and therefore no amortization has been 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 at both December 2024 and September 2024. 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 2024.

At December 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 for each of the three-month periods ended December 2024 and December 2023.

Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at December 2024:


	December
	2024
Fiscal 2025 (1)	$	372,444
Fiscal 2026		463,703
Fiscal 2027		463,703
Fiscal 2028		451,043
Fiscal 2029		444,703
Fiscal 2030 and thereafter		1,917,212
	$	4,112,808

(1)	Represents amortization for the remaining nine months of Fiscal 2025.

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4. DIVIDENDS

The Company paid cash dividends on its common stock totaling $0.1 million in each of the three-month periods ended December 2024 and December 2023. During Q1 2025, the Company declared a $0.28 per share special dividend totaling approximately $0.2 million that was included in accrued expenses on the condensed consolidated balance sheet at December 2024 and will be paid in Q2 2025. During Q1 2024, the Company declared a $0.28 per share special dividend totaling approximately $0.2 million that was paid in Q2 2024.

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 December
	2024				2023
	Basic		Diluted		Basic		Diluted
Weighted average number of common shares outstanding		611,322		611,322		595,623		595,623
Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)		—		2,251		—		7,677
Weighted average number of shares outstanding		611,322		613,573		595,623		603,300
Net income available to common shareholders	$	348,419	$	348,419	$	1,070,961	$	1,070,961

Net earnings per share available to common shareholders	$	0.57	$	0.57	$	1.80	$	1.78

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

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 (the “Team Sledd Facility”) and (c) a facility that is an obligation of Henry’s (the “Henry’s Facility” and, collectively, the “Facilities”) and long-term debt agreements with banks. 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. In Q1 2025, the Company amended the Henry’s Facility, increasing its aggregate borrowing capacity from $40.0 million to $45.0 million and extending the maturity date to February 2028. In Q1 2025, the Company amended the Team Sledd Facility to designate the Secured Overnight Financing Rate (“SOFR”) as the primary borrowing rate.

At December 2024, the Facilities had a total combined borrowing capacity of $305.0 million, 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 AMCON Facility matures in June 2027, the Henry’s Facility matures in February 2028, 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 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 December 2024 was $247.5 million, of which $165.9 million was outstanding, leaving $81.6 million available.

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The average interest rate of the Facilities was 5.96% at December 2024. For the three months ended December 2024, the peak borrowings under the Facilities was $197.1 million, and the average borrowings and average availability under the Facilities was $162.1 million and $73.4 million, respectively.

Cross Default and Co-Terminus Provisions

Team Sledd’s two 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 December 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 and its subsidiaries, including Team Sledd and Henry’s, were in compliance with all of the financial covenants under the respective Facilities at December 2024.

Other

The Company has issued letters of credit totaling $2.0 million to its workers’ compensation insurance carriers as part of its self-insured loss control program.

7. INCOME TAXES

The change in the Company’s effective income tax rate for the three-month period ended December 2024 as compared to the respective prior year period was primarily related to non-deductible compensation expense in relation to the amount of income from operations before income tax expense and variances in the average effective state income tax rates between the comparative periods.

8. FAIR VALUE DISCLOSURES

Mandatorily Redeemable Non-Controlling Interest

Mandatorily redeemable non-controlling interest (“MRNCI”) recorded on the Company’s condensed consolidated balance sheets represents the fair value of the non-controlling interest in the Company’s strategic investment in Team Sledd. The Company owned approximately 76% of Team Sledd as of both December 2024 and September 2024. The Company has elected to present the MRNCI liability at fair value under Accounting Standards Codification (“ASC”) 825 – Financial Instruments as it believes this best represents the potential future liability and cash flows. As such, the MRNCI balance at December 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 MRNCI is classified as Level 3 because of the Company’s reliance on unobservable assumptions. 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, which was 13.2% at December 2024. At December 2024 and September 2024, the difference between the contractual amount due under the MRNCI and the fair value was approximately $0.6 million and $0.7 million, respectively.

A summary of the MRNCI activity is as follows:


	For the Three Months Ended December 31,
	2024		2023
Fair value, beginning of period	$	8,211,500	$	9,490,831
Redemption of non-controlling interests		—		—
Distributions to non-controlling interest		—		—
Change in fair value		194,812		199,744
Fair value, end of period	$	8,406,312	$	9,690,575

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Contingent Consideration

On April 5, 2024, the Company acquired substantially all of the net operating assets of Burklund Distributors, Inc. (“Burklund”). A portion of the consideration exchanged in the acquisition of Burklund was in the form of contingent consideration of up to $3.0 million in cash that could be payable in two installments on the one-year and two-year anniversaries of the acquisition date based on certain sales thresholds. In accordance with ASC 805, the Company recorded the contingent consideration at fair value as of the acquisition date and re-measures the liability at each reporting period. The Company calculates the estimated fair value of the contingent consideration 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 contingent consideration in selling, general and administrative expenses in the condensed consolidated statements of operations. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the condensed consolidated balance sheets. The contingent consideration liability is classified as Level 3 because of the Company’s reliance on unobservable assumptions.

At each reporting date, the Company reviews certain inputs, including sales thresholds and an appropriate discount rate, based on management’s knowledge and assumptions of certain events. As of December 2024, the Company determined that due to current sales trends including customer turnover, the achievement of the sales thresholds required to meet the minimum payout of any contingent consideration was not probable. As such, the Company adjusted the fair value of its contingent consideration liability and recognized operating income of approximately $1.5 million, which was recorded as a reduction of selling, general and administrative expenses in the condensed consolidated statements of operations.

At September 2024, the difference between the estimated amount due under the contingent consideration arrangement and the fair value was approximately $0.2 million.

The following table presents changes in the fair value of the contingent consideration since September 2024:


Current portion of contingent consideration at fair value as of September 2024	$	710,270
Long-term portion of contingent consideration at fair value as of September 2024		743,182
Fair value of contingent consideration as of September 2024	$	1,453,452
Change in fair value		(1,453,452)
Fair value of contingent consideration as of December 2024	$	—

9. EQUITY-BASED INCENTIVE AWARDS

The Company has two equity-based incentive plans, the 2018 Omnibus Incentive Plan and the 2022 Omnibus Incentive Plan (collectively the “Omnibus Plans”), which provide for equity incentives to employees. Each Omnibus Plan is designed with the intent of encouraging employees to acquire a vested interest in the growth and performance of the Company. The Omnibus Plans together permit the issuance of up to 120,000 shares of the Company’s common stock in the form of stock options, restricted stock awards, restricted stock units, performance share awards as well as awards such as stock appreciation rights, performance units, performance shares, bonus shares, and dividend share awards payable in the form of common stock or cash. The number of shares issuable under the Omnibus Plans is subject to customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company’s common stock. At December 2024, awards with respect to a total of 83,307 shares, net of forfeitures, have been awarded pursuant to the Omnibus Plans, and awards with respect to another 36,693 shares may be awarded under the Omnibus Plans.

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Restricted Stock Awards

At December 2024, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock awards to members of the Company’s management team pursuant to the provisions of the Company’s Omnibus Plans:


	Restricted Stock Awards (1)		Restricted Stock Awards (2)		Restricted Stock Awards (3)
Date of award:		October 2022		October 2023		October 2024
Original number of awards issued:		15,100		15,100		15,100
Service period:		36 months		36 months		36 months
Estimated fair value of award at grant date:	$	2,824,000	$	2,762,000		2,069,000
Non-vested awards outstanding at December 2024:		5,034		10,067		15,100
Fair value of non-vested awards at December 2024 of approximately:	$	645,000	$	1,290,000		1,935,000

(1)	10,066 of the restricted stock awards were vested as of December 2024. The remaining 5,034 restricted stock awards will vest in October 2025.

(2)	5,033 of the restricted stock awards were vested as of December 2024. 5,033 restricted stock awards will vest in October 2025 and 5,034 will vest in October 2026.

(3)	The 15,100 restricted stock awards will vest in equal amounts in October 2025, October 2026 and October 2027.

There is no direct cost to the recipients of the restricted stock awards, except for any applicable taxes. The restricted stock awards provide that the recipients receive common stock in the Company, subject to certain restrictions, until such time as the awards vest. The recipients of the restricted stock awards are entitled to the customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company’s common stock. All cash dividends and/or distributions payable to restricted stock recipients will be held in escrow until all the conditions of vesting have been met. The compensation expense recorded in the Company’s Statement of Operations reflects the straight-line amortized fair value.

The following summarizes restricted stock award activity under the Omnibus Plans during Q1 2025:


	Number	Weighted
	of	Average
	Shares	Fair Value
Nonvested restricted stock awards at September 2024	30,201	$	144.95
Granted	15,100		137.00
Vested	(15,100)		135.33
Expired	—		—
Nonvested restricted stock awards at December 2024	30,201	$	128.16

Income from operations before income taxes included compensation expense related to the amortization of the Company’s restricted stock awards of approximately $0.6 million during both Q1 2025 and Q1 2024. Total unamortized compensation expense related to these awards at December 2024 and September 2024 was approximately $4.2 million and $2.8 million, respectively.

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10. BUSINESS SEGMENTS

The Company has two reportable business segments: the wholesale distribution of consumer products (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 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.


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
THREE MONTHS ENDED DECEMBER 2024
External revenue:
Cigarettes	$	438,021,998	$	—	$	—	$	438,021,998
Tobacco		135,897,478		—		—		135,897,478
Confectionery		44,033,179		—		—		44,033,179
Health food		—		10,525,335		—		10,525,335
Foodservice & other		82,795,266		—		—		82,795,266
Total external revenue		700,747,921		10,525,335		—		711,273,256
Depreciation		2,236,483		264,692		—		2,501,175
Amortization		134,426		—		—		134,426
Operating income (loss)		6,551,532		(330,822)		(2,550,389)		3,670,321
Interest expense		—		—		2,846,621		2,846,621
Income (loss) from operations before taxes		6,445,335		(307,907)		(5,397,009)		740,419
Total assets		386,653,248		16,815,247		1,200,775		404,669,270
Capital expenditures		3,109,807		99,776		—		3,209,583


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
THREE MONTHS ENDED DECEMBER 2023
External revenue:
Cigarettes	$	395,668,708	$	—	$	—	$	395,668,708
Tobacco		121,351,701		—		—		121,351,701
Confectionery		40,043,130		—		—		40,043,130
Health food		—		10,689,429		—		10,689,429
Foodservice & other		77,206,105		—		—		77,206,105
Total external revenue		634,269,644		10,689,429		—		644,959,073
Depreciation		1,855,746		228,997		—		2,084,743
Amortization		134,425		—		—		134,425
Operating income (loss)		6,970,125		(16,476)		(3,130,572)		3,823,077
Interest expense		—		—		2,311,513		2,311,513
Income (loss) from operations before taxes		6,775,098		541,948		(5,442,085)		1,874,961
Total assets		345,011,110		16,574,317		787,500		362,372,927
Capital expenditures		2,980,331		299,169		—		3,279,500

11. SUBSEQUENT EVENT

On January 17, 2025, the Company closed on its previously disclosed acquisition of Arrowrock Supply (“Arrowrock”). The Company paid approximately $6.1 million in cash for substantially all of the net operating assets of Arrowrock, primarily consisting of inventory and Arrowrock’s distribution center in Boise, Idaho.

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

BUSINESS UPDATE

Our business continues to be impacted by macroeconomic factors and certain manufacturer supply chain limitations. The cumulative effect of sustained inflation across various consumer product categories has impacted discretionary spending and the related retail level demand for the convenience store customers we serve. These same inflationary pressures have also increased our operating costs, particularly as it relates to labor, equipment, insurance, interest, and the cost of the products we sell.

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 is evaluating the possible prohibition and/or limitations on the sale of certain cigarette, e-cigarette, tobacco, and vaping products, including menthol cigarettes. If such further regulations or further product sale limitations were to be implemented, they 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 our revenues, gross margins, and financial results.

The Company continues to make targeted investments in conjunction with its long-term growth strategy. Integration work continues on the recent acquisitions of Burklund Distributors, Inc. (“Burklund”) and Richmond Master Distributors, Inc. (“Richmond Master”). These acquisitions play a central role in the Company’s long-term geographic expansion initiatives, expand the Company’s regional footprint and will provide customers with an enhanced range of products and services over time.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the 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 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 continued weakness in retail level demand within the convenience store industry,

●	risks associated with workforce availability and/or wage pressures which may be impacted by economic conditions, changes in governmental policy, or other changes in the operating environment which may impact our labor force,

●

risks associated with all forms of insurance renewals and the risk that the Company may not be able to renew various insurance with adequate levels of coverage, at favorable rates, or obtain insurance at all based upon market conditions within the insurance industry and/or because of the industry in which the Company operates,

●	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,

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●	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,

●	risks associated with an inflationary operating environment, particularly as it relates to wages, fuel, interest, 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 and pending regulations and/or product approvals/authorizations related to the manufacturing, distribution, and sale of certain menthol, vaping, and flavored tobacco products, including proposed rules which would limit nicotine levels in certain cigarette and 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,

●	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 events such as the COVID-19 pandemic, during which the Company experienced both higher sales volumes and labor costs but then subsequently experienced a decline in sales volumes, with limited ability to offset or pass on higher operating costs,

●

risks associated with the acquisition of businesses or assets, capital asset expenditure projects by either of our business segments such as the development of new facilities/locations or upgrades to distribution centers or retail stores, including, but not limited to, risks associated with consummating such transactions on expected terms or timing, purchase price and business valuation and recording risks, customer turnover and retention 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 turnover and 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, or closing unprofitable, 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,

●	the potential impact that ongoing or proposed increases in trade tariffs and/or changes to trade policies may have on raw materials or finished goods sourced from abroad which could result in higher prices for the products we sell while also decreasing 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,

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●	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,

●	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 its potential impact on discretionary consumer spending,

●	decreased availability of capital resources,

●	domestic regulatory and legislative risks,

●	poor weather conditions, and the adverse effects of climate change including, but not limited to, wildfires and violent storms

●	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, 2024, as filed with the Securities and Exchange Commission. There have been no significant changes with respect to these estimates and related policies during the three months ended December 2024.

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FIRST FISCAL QUARTER 2025 (Q1 2025)

The following discussion and analysis includes the Company’s results of operations for the three months ended December 2024 and December 2023:

Wholesale Segment

Retail Segment

Our Retail Segment, through our Healthy Edge Retail Group subsidiary, is a specialty retailer of natural/organic groceries and operates 15 retail health food stores under the Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market banners. 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. These stores carry over 32,000 different nationally 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.

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RESULTS OF OPERATIONS – THREE MONTHS ENDED DECEMBER:


	2024			2023			Incr (Decr)		% Change
CONSOLIDATED:
Sales (1)	$	711,273,256		$	644,959,073		$	66,314,183	10.3
Cost of sales		664,379,704			601,658,151			62,721,553	10.4
Gross profit		46,893,552			43,300,922			3,592,630	8.3
Gross profit percentage		6.6	%		6.7	%

Operating expense	$	43,223,231		$	39,477,845		$	3,745,386	9.5
Operating income		3,670,321			3,823,077			(152,756)	(4.0)
Interest expense		2,846,621			2,311,513			535,108	23.1
Change in fair value of mandatorily redeemable non-controlling interest		194,812			199,744			(4,932)	(2.5)
Income tax expense		392,000			804,000			(412,000)	(51.2)
Net income available to common shareholders		348,419			1,070,961			(722,542)	(67.5)

BUSINESS SEGMENTS:
Wholesale
Sales	$	700,747,921		$	634,269,644		$	66,478,277	10.5
Gross profit		43,103,716			39,353,558			3,750,158	9.5
Gross profit percentage		6.2	%		6.2	%
Retail
Sales	$	10,525,335		$	10,689,429		$	(164,094)	(1.5)
Gross profit		3,789,836			3,947,364			(157,528)	(4.0)
Gross profit percentage		36.0	%		36.9	%

(1)	Sales are reported net of costs associated with incentives provided to retailers. These incentives totaled $10.0 million in Q1 2025 and $9.5 million in Q1 2024.

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 – Q1 2025 vs. Q1 2024

Sales in our Wholesale Segment increased $66.5 million during Q1 2025 as compared to Q1 2024. Significant items impacting sales during Q1 2025 included an increase of $56.7 million related to the combined acquisitions of Burklund and Richmond Master during Q3 2024, a $29.2 million increase in sales related to price increases implemented by cigarette manufacturers and a $9.7 million increase in sales related to the volume and mix of products in our tobacco, confectionery, foodservice, and other categories (“Other Products”), partially offset by a $29.1 million decrease in sales related to the volume and mix of cigarette cartons sold. Sales in our Retail Segment decreased $0.2 million during Q1 2025 as compared to Q1 2024. This decrease was due to approximately a $0.8 million decrease related to the closure of three stores between the comparative periods, partially offset by a $0.4 million increase related to the opening of our new Lakewood Ranch, Florida store in Q3 2024 and a $0.2 million increase related to higher sales volumes in our existing stores.

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GROSS PROFIT – Q1 2025 vs. Q1 2024

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 $3.8 million during Q1 2025 as compared to Q1 2024. Significant items impacting gross profit during Q1 2025 included an increase of $3.2 million related to the combined acquisitions of Burklund and Richmond Master during Q3 2024, a $0.5 million increase in gross profit related to the mix of volumes and promotions in our Other Products category, and a $0.1 million increase in gross profit due to the timing and related benefits of cigarette manufacturer price increases. Gross profit in our Retail Segment decreased $0.2 million during Q1 2025 as compared to Q1 2024. This change was primarily related to a $0.3 million decrease related to the closure of three stores between the comparative periods, partially offset by a $0.1 million increase related to the opening of our new Lakewood Ranch store in Q3 2024.

OPERATING EXPENSE – Q1 2025 vs. Q1 2024

Operating expense includes selling, general and administrative expenses and 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 Q1 2025 operating expenses increased $3.7 million as compared to Q1 2024. Significant items impacting operating expenses during Q1 2025 included an increase of $2.7 million related to the combined acquisitions of Burklund and Richmond Master during Q3 2024, a $1.1 million increase in other Wholesale Segment operating costs, a $1.0 million increase in health insurance costs, a $0.2 million increase related to employee compensation and benefit costs, and a $0.2 million increase in operating expense costs in our Retail Segment, partially offset by a $1.5 million decrease related to the fair value adjustment of a contingent consideration liability. The increase in our Retail Segment was primarily due to a $0.3 million increase related to the opening of our new Lakewood Ranch store in Q3 2024, an increase of $0.2 million in our existing stores, partially offset by a $0.3 million decrease related to the closure of three stores between the comparative periods.

INTEREST EXPENSE – Q1 2025 vs. Q1 2024

Interest expense increased $0.5 million in Q1 2025 as compared to Q1 2024, primarily related to higher outstanding debt balances in the current period related to the acquisitions of Burklund and Richmond Master in Q3 2024 and increased capital expenditures.

OTHER INCOME – Q1 2025 vs. Q1 2024

The change in other income between the comparative periods was primarily related to an insurance recovery in the prior year period.

INCOME TAX EXPENSE – Q1 2025 vs. Q1 2024

The change in the Q1 2025 income tax rate as compared to Q1 2024 was primarily related to non-deductible compensation expense in relation to the amount of income from operations before income tax expense and variances in the average effective state income tax rates between the 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”) (collectively, the “Facilities”) and long-term debt agreements with banks. 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. In Q1 2025, the Company amended the Henry’s Facility, increasing its aggregate borrowing capacity from $40.0 million to $45.0 million and extending the maturity date to February 2028. In Q1 2025, the Company amended the Team Sledd Facility to designate the Secured Overnight Financing Rate (“SOFR”) as the primary borrowing rate.

Cross Default and Co-Terminus Provisions

Dividend Payments

The Company paid cash dividends on its common stock totaling $0.1 million in each of the three-month periods ended December 2024 and December 2023. During Q1 2025, the Company declared a $0.28 per share special dividend totaling approximately $0.2 million that will be paid in Q2 2025. During Q1 2024, the Company declared a $0.28 per share special dividend totaling approximately $0.2 million that was paid in Q2 2024.

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Other

The Company has issued letters of credit totaling $2.0 million to its workers’ compensation insurance carriers as part of its self-insured loss control program.

Off-Balance Sheet Arrangements

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

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.

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 December 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.

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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

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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, 2024.

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

The Company issued unregistered securities to certain members of the Company’s management team during the quarterly period ended December 31, 2024, in relation to the vesting and granting of equity awards as described in Note 9 of Part I, Item 1 of this quarterly report on Form 10-Q. These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended December 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.

Table of Contents

Item 6. Exhibits

(a) Exhibits



	10.1	First Amendment to Loan and Security Agreement, dated October 24, 2024, between LOL Foods, Inc., HF Real Estate LLC and BMO BANK N.A.

	10.2	Fifth Amendment to Credit Agreement, dated December 23, 2024, between Team Sledd, LLC and First National Bank of Pennsylvania

	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

Table of Contents

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: January 21, 2025	/s/ Christopher H. Atayan
	Christopher H. Atayan,
	Chief Executive Officer and Chairman

Date: January 21, 2025	/s/ Charles J. Schmaderer
	Charles J. Schmaderer,
	Vice President, Chief Financial Officer and Secretary
	(Principal Financial and Accounting Officer)

Exhibit 10.1

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”) is entered into on October 24, 2024, by and among BMO BANK N.A. (f/k/a BMO Harris Bank N.A.) (“BMO”) with an office at 320 S Canal St., 16^th Floor, Chicago, Illinois 60606, as agent (in such capacity as agent, “Agent”) for itself and all other lenders from time to time a party hereto (“Lenders”), all other Lenders and each of LOL FOODS, INC., a Nebraska corporation (“LOL”), and HF Real Estate, LLC, a Minnesota limited liability company (“HF” and together with LOL, each a “Borrower” and collectively referred to as “Borrowers”).

WHEREAS, Agent, Lenders and Borrowers entered into a certain Loan and Security Agreement dated February 3, 2023 (such Loan and Security Agreement, as amended from time to time, is hereinafter referred to as the “Loan Agreement”);

WHEREAS, Agent, Lenders and Borrowers desire to amend certain provisions of the Loan Agreement pursuant to the terms hereof;

NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, Agent, Lenders and Borrowers agree as follows:

1.Definitions. All capitalized terms used herein without definition shall have the meanings contained in the Loan Agreement.

2.Amendment to Loan Agreement. The Loan Agreement is hereby amended as follows:

(a)The following definitions are added to Section 1 of the Credit Agreement in the appropriate alphabetical order:

“2024 Intercompany Asset Purchase” means LOL’s purchase of certain assets from one of its affiliates and at such locations in each case as disclosed in writing by Borrowers to Lender prior to the date of the First Amendment and in accordance with Section 13(d) of the Loan Agreement and the 2024 Intercompany Asset Purchase Conditions.

“2024 Intercompany Asset Purchase Conditions” means the Agent's receipt, reasonably prior to the closing of the 2024 Intercompany Asset Purchase, of the following, in each case reasonably satisfactory in form and substance to the Agent: (1) evidence that the assets to be purchased pursuant to the 2024 Intercompany Asset Purchase are free of any Lien, other than Permitted Liens; (2) an executed bill of sale or similar transfer document from the seller under the 2024 Intercompany Asset Purchase to LOL, as buyer, with respect to the assets to be transferred pursuant to the 2024 Intercompany Asset Purchase; (3) an executed purchase agreement negotiated at arm’s length consistent with market terms, (4) a lease, containing market provisions, for any real property leased by LOL in connection with the 2024 Intercompany Asset Purchase; and (5) an access agreement or similar landlord's waiver agreement for each such leased premises whereby the landlord waives any Lien or right of distraint such landlord may have

with respect to any personal property of Borrowers located on such leased premises (but excluding, for the avoidance of doubt, any fixtures, leasehold improvements or other personal property ownership of which is retained by the seller and/or the landlord as set forth in the asset purchase agreement, bill of sale or lease, as the case may be) and which provides the Agent, rights of access with respect to such leased premises to inspect, sell or remove any Collateral located thereon.

“First Amendment” means the First Amendment to Loan and Security Agreement dated as of October 24, 2024 among Borrowers, Agent and the Lenders party thereto.

(b)Clause (iii) in the definition of “Eligible Account” in the Loan Agreement is restated in its entirety as follows:

(iii)it arises from (A) the performance of services by such Borrower in the ordinary course of such Borrower’s business, and such services have been fully performed and acknowledged and accepted by the Account Debtor thereunder; or (B) the sale or lease of Goods by such Borrower in the ordinary course of such Borrower’s business, and (x) such Goods have been completed in accordance with the Account Debtor’s specifications (if any) and delivered to the Account Debtor, (y) such Account Debtor has not refused to accept, returned or offered to return, any of the Goods which are the subject of such Account, and (z) such Borrower has possession of, or such Borrower has delivered to Agent (at Agent’s request) shipping and delivery receipts evidencing delivery of such Goods, provided, however, that any Accounts acquired pursuant to the 2024 Intercompany Asset Purchase will not be excluded under this clause (iii) solely because they arise in the name of the seller under the 2024 Intercompany Asset Purchase, so long as they otherwise constitute Eligible Accounts;

(c)The reference to “Forty Million and No/100 Dollars ($40,000,000.00)” in Section 2 of the Loan Agreement is replaced with “Forty Five Million and No/100 Dollars ($45,000,000.00)”.

(d)The reference to “February 3, 2026” in Section 10 of the Loan Agreement is replaced with “February 3, 2028”.

(e)Schedule 11(i) of the Loan Agreement is amended to add the following additional permitted affiliate transaction:

3.The 2024 Intercompany Asset Purchase, but only insofar as the same does not constitute a transaction arising in the ordinary course of business.

(f)Section 13(d)(iii) of the Loan Agreement is restated in its entirety as follows:

(i)the cost of such Acquisition (including cash and other property (other than equity interests, or options to acquire equity interests, of any Borrower) given as consideration, any Indebtedness incurred, assumed or acquired by any Borrower in connection with such Acquisition, and all additional purchase price amounts in the form of

earnouts and other contingent obligations calculated at the maximum amount thereof, does not exceed $5,000,000 when aggregated with all other Acquisitions consummated during the term of this Agreement, provided, that the cost of the 2024 Intercompany Asset Purchase shall not be taken into account with respect to this Section 13(d)(iii);

3.Conditions Precedent. This First Amendment shall become effective when:

(a)Borrowers, Agent and Lenders shall have executed and delivered to Agent executed signature pages of this First Amendment;

(b)Agent shall have received each of the agreements, reports, approvals, consents, certificates and other documents reasonably requested by Agent; and

(c)Agent shall have received all other fees, costs and expenses of Agent in connection with this First Amendment including costs and fees of counsel to Agent, to the extent Agent shall have invoiced Borrowers for such amounts prior to the date of this First Amendment.

4.Representations in the Loan Agreement and the Other Agreements. Each of the representations and warranties made by or on behalf of Borrowers to Agent and Lenders in the Loan Agreement or any of the other Loan Documents was true and correct when made, and is, true and correct on and as of the date of this First Amendment with the same full force and effect as if each of such representations and warranties had been made by Borrowers on the date hereof and in this First Amendment. Borrowers represent and warrant to Agent and Lenders that there are no Defaults or Events of Default in existence as of the date of this First Amendment.

5.Release and Covenants Not to Sue.

(a)In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (each such Borrower and all such other Persons being hereinafter referred to collectively as the “Releasing Parties” and individually as a “Releasing Party”) hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and each of their respective successors and assigns, and its respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Agent, Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”) of and from all demands, actions, causes of action, suits, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which any such Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this First Amendment, for or on account of, or in relation to, or in any way in connection with this First Amendment, the Loan

Agreement, any of the other Loan Documents or any of the transactions hereunder or thereunder; provided that such release shall not, as to any Releasee, be available or valid to the extent that such Claims or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Releasee, or (y) result from a breach by Releasee in bad faith of Releasee’s obligations hereunder, under any of the other Loan Documents or any of the transactions contemplated hereunder or thereunder.

(b)Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

(d)Each of the Releasing Parties hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to Section 5(a) above. If any Releasing Party violates the foregoing covenant, each Borrower, for itself and its successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

6.Governing Law. This First Amendment shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to the principles thereof relating to conflict of laws.

7.Execution in Counterparts. This First Amendment may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. Delivery of an executed counterpart of a signature page of this First Amendment by telecopy or electronically (such as PDF) shall be effective as delivery of a manually executed counterpart of this First Amendment.

8.Continuing Effect. Except as otherwise specifically set out herein, the provisions (including, without limitation, the waiver to trial by jury contained in Section 33 of the Loan Agreement), terms, conditions, obligations, covenants or agreements contained in the Loan Agreement and the other Loan Documents, all of which are ratified and affirmed, shall remain in full force and effect. Each Borrower hereby acknowledges, confirms and agrees that: (a) each of the Loan Agreement and the other Loan Documents to which it is a party has been duly executed and delivered to Agent by such Borrower, and (b) the agreements and obligations of such Borrower contained in such documents and in this First Amendment constitute the legal, valid and binding obligations of each such Borrower, enforceable against it in accordance with their respective terms, and no Borrower has any valid defense to the enforcement of such obligations.

(Signature Pages Follow)

(Signature Page to First Amendment to
Loan and Security Agreement)

IN WITNESS WHEREOF, this First Amendment to Loan and Security Agreement has been executed by the parties hereto as of the date first written above.

Secretary

BORROWERS:

LOL FOODS, INC., a Nebraska corporation

By: /s/ Charles J. Schmaderer
Name: Charles Schmaderer

Title: Secretary

HF REAL ESTATE, LLC, a Minnesota limited liability company

By: /s/ Charles J. Schmaderer
Name: Charles Schmaderer

Title: Secretary

(Signature Page to First Amendment to
Loan and Security Agreement)

/s/ Steven Teufel
Name: Steven Teufel

Director

BMO BANK N.A. (f/k/a BMO Harris Bank N.A.), as Agent and a Lender

By: /s/ Steven Teufel
Name: Steven Teufel

Title: Director

Exhibit 10.2

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of December 23, 2024, is made by and among TEAM SLEDD, LLC, a Delaware limited liability company (the "Borrower"), the financial institutions party hereto (together with their respective successors and assigns, the "Lenders"), and FIRST NATIONAL BANK OF PENNSYLVANIA (in its individual capacity, "FNB"), as administrative agent for the Lenders (in its capacity as "Administrative Agent").

RECITALS

WHEREAS, reference is made to that certain Credit Agreement, dated as of March 27, 2020, by and among the Borrower, the guarantors from time to time party thereto (together with the Borrower, each a "Loan Party" and collectively, the "Loan Parties"), the Lenders from time to time party thereto and the Administrative Agent, as amended by that First Amendment to Credit Agreement dated as of April 9, 2021, as further amended by that Second Amendment to Credit Agreement dated as of October 4, 2021, as further amended by that Third Amendment to Credit Agreement dated as of October 3, 2022, to be effective as of September 30, 2022, and as further amended by that Fourth Amendment to Credit Agreement dated as of April 27, 2023, to be effective as of April 27, 2023 (as may be further amended, restated, amended and restated, modified or supplemented, the "Credit Agreement");

WHEREAS, the Borrower has requested that the Lenders make certain modifications to the Credit Agreement.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, covenant and agree as follows:

AGREEMENT

1.Definitions. All capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement and the rules of construction set forth on Schedule One, Part II of the Credit Agreement shall apply to this Amendment.

2.Base Rate Loans. Subject to the terms and conditions of the Composite Credit Agreement (as defined below), from and after the date hereof: (a) no new Base Rate Loan shall be available, requested or made, and (b) any request for a new Loan as, or to convert an existing Loan to, or to continue an existing Base Rate Loan as, a Base Rate Loan shall be ineffective.

3.Existing Loans. All Loans requested, made and in effect prior to the date hereof shall be converted on the date hereof to Loans based upon the SOFR Rate Option (as defined in the Composite Credit Agreement), with all Loans being converted to Loans bearing the SOFR Rate Option. Accrued and unpaid interest and fees for all Loans shall be due and payable by Borrower on the date hereof. No SOFR Breakage Fees shall be payable by any party with respect to Loans that are so converted.

4.Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a)The Credit Agreement and certain corresponding exhibits and schedules are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined blue text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the version of the Credit Agreement attached hereto as Exhibit A, which is hereby made a part hereof (the "Composite Credit Agreement").

(b)Exhibit A – Notice of Borrowing of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit B, respectively.

(c)Exhibit C – Notice of Continuation/Conversion of the Credit is hereby deleted in its entirety.

5.Conditions of Effectiveness. The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:

(a)Execution and Delivery. Each Loan Party and each Lender shall have executed and delivered to the Administrative Agent and each Lender this Amendment.

(b)No Violation of Laws, No Actions or Proceedings. The execution of this Amendment shall not contravene any law applicable to any Loan Party, the Administrative Agent or any Lender. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Amendment or the consummation of the transactions contemplated hereby, which in the Administrative Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, or any of the other Loan Documents.

(c)Legal Details; Counterparts. All legal details and proceedings in connection with the transactions contemplated by this Amendment shall be in form and substance satisfactory to the Administrative Agent and the Lenders; the Administrative Agent shall have received from each Loan Party and all Lenders an executed original of this Amendment; and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and the Lenders. If an executed original signature page is not delivered on or before the Fifth Amendment Effective Date, the Loan Parties covenant to deliver such original not later than the fifth (5th) Business Day thereafter.

(d)Lien Searches. The Administrative Agent shall have received lien searches in acceptable scope and with acceptable results.

(e)Closing Agenda. The Administrative Agent shall have received all items set forth on the closing agenda, a copy of which was provided by the Administrative Agent to the Borrower with respect to this Amendment.

(f)Other. There shall be delivered to the Administrative Agent such other documents in connection with this Amendment as the Administrative Agent or its counsel may reasonably request.

6.Fees and Expenses. The Borrower shall pay or cause to be paid the reasonable costs and expenses of the Administrative Agent and the Lenders and the reasonable fees of the Administrative Agent's counsel in connection with this Amendment.

7.Representations and Warranties; No Defaults. The Loan Parties, by executing this Amendment, hereby certify and confirm, on a joint and several basis, that as of the date hereof and after giving effect to this Amendment: (a) the execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith have been authorized by all requisite action on the part of such Loan Party and will not violate such Loan Party's Organization Documents, the JV Documents or the AMCON Loan Documents, as applicable; (b) the representations and warranties of such Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate

solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein); (c) no Event of Default or Potential Default under the Credit Agreement has occurred and is continuing or exists which will not be cured or expressly waived hereunder by the execution and effectiveness of this Amendment; and (d) the Credit Agreement (as amended by this Amendment), the AMCON Subordination Agreement, the FNB Intercreditor Agreement and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity.

8.Consents and Approvals. The Loan Parties represent and warrant that, to the extent any consent, approval, order or authorization or registration, declaration or filing with any governmental authority or other person or legal entity is required in connection with the valid execution and delivery by any Loan Party of this Amendment or the carrying out or performance of any of the transactions required or contemplated by this Amendment, all such consents, approvals, orders or authorizations shall have been obtained or all such registrations, declarations or filings shall have been accomplished prior to the consummation of this Amendment.

9.Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect.

10.Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument, and delivery of executed signature pages hereof by telecopy or other electronic transmission from one party to another shall constitute effective and binding execution and delivery, respectively, of this Amendment by such party.

11.Force and Effect. Except as expressly modified by this Amendment, the Credit Agreement, the Intercreditor Agreement and the other Loan Documents are hereby ratified and confirmed by each Loan Party and shall remain in full force and effect after the date hereof. The parties hereto do not amend or waive any provisions of the Credit Agreement, the Intercreditor Agreement or any of the other Loan Documents except as expressly set forth herein. Each of the Administrative Agent and the Lenders expressly reserves any and all rights and remedies available to it under the Credit Agreement (except solely to the extent expressly waived hereby), the Intercreditor Agreement, the other Loan Documents, or any other agreement, or at law or in equity, or otherwise; and, except as expressly provided herein, no other waiver, consent, or amendment is made or implied hereby.

12.Governing Law. This Amendment shall be construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles including matters of construction, performance and enforcement.

13.Release; Indemnification.

(a)Release. In further consideration of the Administrative Agent's and the Lenders' execution of this Amendment, each Loan Party, individually and on behalf of its respective successors (including any trustees acting on behalf of such Loan Party, and any debtor-in-possession with respect to such Loan Party), assigns, subsidiaries and affiliates, hereby forever releases the Administrative Agent and each Lender and their respective successors, assigns, parents, subsidiaries, and affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the "Releasees") from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that such Loan Party has or may

have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the Fifth Amendment Effective Date (including with respect to the Obligations, any Collateral and any third parties liable in whole or in part for the Obligations). This provision shall survive and continue in full force and effect whether or not the Loan Parties shall satisfy all other provisions of the Credit Agreement (as amended or modified by this Amendment) or the other Loan Documents.

(b)Related Indemnity. Each Loan Party hereby agrees that its release of the Releasees set forth in Section 13(a) shall include an obligation to indemnify and hold the Releasees, or any of them, harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including officers, directors, agents, trustees, creditors, partners or shareholders of such Loan Party or any parent, subsidiary or affiliate of such Loan Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided, that no Loan Party shall be liable for any indemnification to a Releasee to the extent that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from the applicable Releasee's bad faith, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of the Credit Agreement (as amended by this Amendment) and the other Loan Documents.

14.Amendment as Loan Document. The parties hereto acknowledge and agree that this Amendment constitutes a Loan Document.

[SIGNATURE PAGES FOLLOW]

[SIGNATURE PAGE TO FIFTH AMENDMENT TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written to be effective on the Fifth Amendment Effective Date with the intention that this Amendment shall constitute a sealed instrument.

BORROWER:

TEAM SLEDD, LLC,

a Delaware limited liability company

By: /s/ S. Randall Emanuelson (SEAL)
Name: S. Randall Emanuelson
Title:Vice President

[SIGNATURE PAGE TO FIFTH AMENDMENT TO CREDIT AGREEMENT]

ADMINISTRATIVE AGENT AND LENDER:

FIRST NATIONAL BANK OF PENNSYLVANIA,
as Administrative Agent and as a Lender

By: /s/ Paul Palacios
Name:Paul Palacios
Title: Vice President

EXHIBIT A – Fifth Amendment to Credit Agreement

CREDIT AGREEMENT

DATED MARCH 27, 2020

BY AND AMONG

TEAM SLEDD, LLC,
as the Borrower

AND

THE GUARANTORS PARTY HERETO

AND

THE LENDERS PARTY HERETO

AND

FIRST NATIONAL BANK OF PENNSYLVANIA, as the Administrative Agent

As amended by that:
First Amendment to Credit Agreement dated as of April 9, 2021
Second Amendment to Credit Agreement dated as of October 4, 2021
Third Amendment to Credit Agreement dated as of October 3, 2022, effective as of September 30, 2022
Fourth Amendment to Credit Agreement dated as of April 27, 2023, effective as of April 27, 2023
Fifth Amendment to Credit Agreement dated as of December 23, 2024

TABLE OF CONTENTS

Article I DEFINITIONS AND INTERPRETATIONS‌1

Section 1.01 Defined Terms and Interpretations.‌1

Section 1.02 Accounting Matters; Changes in GAAP.‌1

Section 1.03 Conflict in Loan Documents.‌2

Section 1.04 Legal Representation of Parties.‌2

Section 1.05 Benchmark Replacement Notification.‌2

Article II THE CREDIT FACILITIES.‌2

Section 2.01 Revolving Credit Loans.‌2

Section 2.02 The Revolving Credit Note.‌2

Section 2.03 Repayment of the Revolving Credit Loans; Nature of Lenders' Obligations with respect to Revolving Credit Loans.‌2

Section 2.04 Voluntary Reduction of the Revolving Credit Commitment.‌3

Section 2.05 Borrowing Procedures for Loans.‌4

Section 2.06 Unused Revolving Credit Commitment Fee.‌5

Section 2.07 Payments.‌6

Section 2.08 Administrative Agent's Records.‌7

Section 2.09 Letter of Credit Subfacility.‌7

Section 2.10 Issuance, Amendment and Renewal of Letters of Credit.‌8

Section 2.11 Drawings and Reimbursements.‌10

Section 2.12 Role of the Issuing Lender.‌12

Section 2.13 Obligations Absolute.‌13

Section 2.14 Cash Collateral.‌14

Section 2.15 Letter of Credit Fees; Indemnity.‌14

Section 2.16 Defaulting Lenders.‌15

Section 2.17 Pro Rata Treatment of Lenders.‌16

Section 2.18 Sharing of Payments by Lenders.‌17

Section 2.19 Presumptions by Administrative Agent.‌17

Section 2.20 Additional Payments.‌18

Article III INTEREST AND GENERAL LOAN PROVISIONS‌18

Section 3.01 Interest.‌18

Section 3.02 [Reserved].‌19

Section 3.03 Prepayments.‌20

Section 3.04 Rate Unascertainable; Increased Costs; Illegality.‌21

Section 3.05 Benchmark Replacement Setting.‌22

Section 3.06 Increased Costs.‌24

Section 3.07 Taxes.‌25

Section 3.08 Indemnity.‌29

Section 3.09 Survival.‌29

Section 3.10 Security.‌30

Article IV CONDITIONS OF LENDING‌30

Section 4.01 Initial Conditions.‌30

Section 4.02 Subsequent Conditions.‌31

Article V REPRESENTATIONS AND WARRANTIES‌32

Section 5.01 Organization, Subsidiaries and Authority.‌32

Section 5.02 Consent.‌33

Section 5.03 Litigation.‌33

Section 5.04 Financial Statements and Solvency.‌33

Section 5.05 Ownership and Management.‌34

Section 5.06 Adverse Occurrences.‌34

Section 5.07 Indebtedness.‌34

Section 5.08 Information.‌34

Section 5.09 Assets, Liens and Insurance.‌34

Section 5.10 Contractual Obligations.‌35

Section 5.11 Taxes.‌35

Section 5.12 Margin Stock; Investment Company.‌35

Section 5.13 Intellectual Property Rights.‌36

Section 5.14 Environmental Laws.‌36

Section 5.15 Collateral Documents.‌37

Section 5.16 Bankruptcy; Insolvency.‌37

Section 5.17 Compliance with Laws.‌37

Section 5.18 Locations.‌37

Section 5.19 ERISA Plans.‌38

Section 5.20 Eligible Accounts.‌38

Section 5.21 Eligible Inventory.‌38

Section 5.22 Eligible Cigarette Inventory.‌38

Section 5.23 Business Operations.‌39

Section 5.24 Labor Relations.‌39

Section 5.25 Contemporaneous Exchange.‌39

Section 5.26 Disclosure.‌39

Section 5.27 Anti-Terrorism Laws.‌39

Section 5.28 Updates to Schedules.‌40

Section 5.29 Certificate of Beneficial Ownership.‌40

Section 5.30 [Reserved].‌40

Article VI AFFIRMATIVE COVENANTS‌40

Section 6.01 Use of Proceeds.‌40

Section 6.02 Financial Information and Compliance Certificates.‌40

Section 6.03 Books and Records; Visitation; Collateral Examinations and Monitoring Fee.‌42

Section 6.04 Compliance with Laws.‌43

Section 6.05 Notices.‌43

Section 6.06 Insurance.‌45

Section 6.07 Taxes.‌46

Section 6.08 ERISA Compliance.‌46

Section 6.09 Maintenance of Properties.‌46

Section 6.10 Maintenance of Existence.‌46

Section 6.11 Environmental Matters.‌47

Section 6.12 Reimbursable Costs and Expenses.‌48

Section 6.13 Cash Management System; Borrower's Account.‌48

Section 6.14 Payment of Liabilities.‌49

Section 6.15 True Disclosures.‌49

Section 6.16 Security Interests.‌50

Section 6.17 Further Assurances.‌51

Section 6.18 Keepwell.‌51

Section 6.19 Anti-Terrorism Laws; International Trade Compliance.‌52

Section 6.20 Certificates of Beneficial Ownership; Other Additional Information.‌52

Section 6.21 AMCON Transactions.‌52

Article VII NEGATIVE COVENANTS‌53

Section 7.01 Financial Covenants.‌53

Section 7.02 Fundamental Changes.‌53

Section 7.03 Restricted Payments.‌54

Section 7.04 Indebtedness.‌54

Section 7.05 Liquidations, Mergers, Consolidations.‌54

Section 7.06 Investments, Acquisitions, Loans and Advances.‌55

Section 7.07 Liens.‌55

Section 7.08 Affiliated Transactions.‌57

Section 7.09 Business and Accounting Changes.‌57

Section 7.10 Documents.‌57

Section 7.11 Hazardous Materials.‌57

Section 7.12 Disposition of Assets.‌57

Section 7.13 Guarantees.‌58

Section 7.14 Rentals.‌58

Section 7.15 ERISA Compliance.‌58

Section 7.16 Changes in Organization Documents or JV Documents.‌58

Section 7.17 Subsidiaries, Partnerships and Joint Ventures.‌58

Section 7.18 Negative Pledge.‌59

Article VIII EVENTS OF DEFAULT‌59

Section 8.01 Failure to Make Payments.‌59

Section 8.02 Representations and Warranties.‌59

Section 8.03 Covenants and Agreements.‌59

Section 8.04 Defaults on Other Obligations.‌60

Section 8.05 Insolvency and Other Related Events.‌60

Section 8.06 Final Judgments.‌60

Section 8.07 Execution on Properties.‌60

Section 8.08 ERISA Events.‌61

Section 8.09 Suspension of Operations.‌61

Section 8.10 The Collateral.‌61

Section 8.11 Termination of Loan Documents.‌61

Section 8.12 Criminal Activities.‌61

iii

Section 8.13 Change of Control.‌61

Section 8.14 Anti-Terrorism Laws.‌62

Section 8.15 Default on Other Indebtedness.‌62

Section 8.16 Cure.‌62

Article IX REMEDIES‌63

Section 9.01 Rights of the Administrative Agent and the Lenders Upon Default.‌63

Section 9.02 Cumulative Remedies.‌64

Section 9.03 Waiver of Right to Marshal.‌65

Section 9.04 Application of Proceeds.‌65

Article X ADMINISTRATIVE AGENT‌66

Section 10.01 Appointment and Authority.‌66

Section 10.02 Rights as a Lender.‌66

Section 10.03 Exculpatory Provisions.‌66

Section 10.04 Reliance by Administrative Agent.‌67

Section 10.05 Delegation of Duties.‌68

Section 10.06 Resignation of Administrative Agent.‌68

Section 10.07 Non-Reliance on Administrative Agent and Other Lenders.‌69

Section 10.08 Authorization to Release Collateral and Guarantors.‌69

Section 10.09 No Reliance on Administrative Agent's Customer Identification Program.‌70

Section 10.10 National Flood Insurance Reform Act of 1994.‌70

Section 10.11 Erroneous Payments.‌70

Article XI MISCELLANEOUS‌72

Section 11.01 Automatic Debits of Fees.‌72

Section 11.02 Rights in Property held by the Administrative Agent.‌73

Section 11.03 Collateral.‌73

Section 11.04 No Third Party Rights.‌73

Section 11.05 Construction.‌73

Section 11.06 Waiver.‌73

Section 11.07 Indemnification by the Loan Parties.‌73

Section 11.08 Marshaling; Payments Set Aside.‌75

Section 11.09 Waiver of Jury Trial.‌75

Section 11.10 Consent to Jurisdiction.‌75

Section 11.11 Survival.‌76

Section 11.12 Disclosure of Information.‌76

Section 11.13 Notices.‌76

Section 11.14 Limitation of Liability.‌77

Section 11.15 Sale and Participation.‌77

Section 11.16 Applicable Law.‌79

Section 11.17 Binding Effect and Assignment.‌79

Section 11.18 Counterparts.‌79

Section 11.19 Headings.‌79

Section 11.20 Severability.‌80

Section 11.21 Entire Agreement.‌80

Section 11.22 Sealed Document.‌80

Section 11.23 Modifications, Amendments or Waivers.‌80

Section 11.24 Reimbursement by Lenders.‌81

Section 11.25 Assignments by Lenders.‌82

Section 11.26 Register.‌83

Section 11.27 Payments.‌83

Section 11.28 Holidays.‌83

Section 11.29 USA Patriot Act Notice.‌84

Section 11.30 No Advisory or Fiduciary Responsibility.‌84

Section 11.31 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.‌85

Section 11.32 Certain ERISA Matters.‌85

SCHEDULES AND EXHIBITS

EXHIBITS

Exhibit ANotice of Borrowing

Exhibit BBorrowing Base Certificate

Exhibit C[Reserved]

Exhibit DMonthly Collateral Recap

Exhibit EAccounts Receivable Reconciliation

Exhibit FApplicable Margins

Exhibit GCompliance Certificate

Exhibit HForm of Assignment and Assumption Agreement

Exhibit IForm of Collateral Assignment of Contracts

Exhibit J[Reserved]

Exhibit KForm of Indemnity Agreement

Exhibit LForm of East Cove Property (68 and 100) Deed of Trust

Exhibit MForm of Patent, Trademark and Copyright Security Agreement

Exhibit NForm of Revolving Credit Note

Exhibit OForm of Security Agreement

Exhibit P(1)

U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit P(2)

U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit P(3)

U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit P(4)

U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit QForm of East Cove Property (70) Deed of Trust

Exhibit R

Officer's Certificate (Annual Financial Statement)

SCHEDULES

ScheduleOneDefinitions

ScheduleTwoConditions Precedent

Schedule ThreeCommitments of Lenders

Schedule5.01Organization, Subsidiaries and Authority

Schedule5.03Litigation

Schedule5.05Ownership

Schedule5.09Assets and Insurance

Schedule5.13Intellectual Property Rights

Schedule5.14Environmental Matters

Schedule5.15Filing Offices

Schedule5.18Locations

Schedule5.19ERISA Plans

Schedule5.20Eligible Accounts

Schedule6.01Use of Proceeds

Schedule7.04Permitted Indebtedness

Schedule7.06Investments

Schedule7.07Permitted Liens

Schedule7.08Affiliate Transactions

Schedule7.13Guarantees

Schedule7.14Rentals

Schedule11.13Notices

vii

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement"), made effective as of the 27^th day of March, 2020, is by and among TEAM SLEDD, LLC, a Delaware limited liability company (the "Borrower"), the GUARANTORS (as hereinafter defined) from time to time party hereto, the LENDERS (as hereinafter defined) from time to time party hereto, and FIRST NATIONAL BANK OF PENNSYLVANIA, as administrative agent for the Lenders under this Agreement (in such capacity, the "Administrative Agent").

WITNESSETH:

WHEREAS, the Borrower has requested the Lenders make available to it a revolving credit facility, and the Lenders are willing to make such credit facilities available to the Borrower upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

Article I DEFINITIONS AND INTERPRETATIONS

Section 1.01 Defined Terms and Interpretations. In addition to other words and terms defined elsewhere in this Agreement (including the preamble), when used in this Agreement and in the exhibits and schedules to this Agreement, the capitalized words and terms set forth in Schedule One attached hereto and incorporated herein by reference thereto shall have the meanings set forth in Part I of Schedule One unless otherwise defined herein or the context otherwise clearly requires. In addition, the provisions of Part II of Schedule One shall, unless otherwise specified in this Agreement, apply to the interpretation of the words and terms used herein.

Section 1.02 Accounting Matters; Changes in GAAP. (a) For purposes of this Agreement and each of the other Loan Documents, all accounting and financial terms used herein or therein shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP.

(b)In the event that any accounting changes relating to GAAP or other accounting principles and policies occur after the Closing Date and such changes result in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Loan Parties, the Lenders and the Administrative Agent agree to enter into good-faith negotiations in order to amend such provisions of this Agreement to compensate for the effect of such changes so that the restrictions, limitations and performance standards effectively imposed by such covenants, as so amended, are substantially identical to the restrictions, limitations and performance standards imposed by such covenants as in effect on the Closing Date, subject to the approval of the Required Lenders, provided, if the parties are unable to agree on an amendment within a reasonable period of time, then calculation of compliance by the Loan Parties with the covenants contained in this Agreement shall be determined in accordance with GAAP as in effect immediately prior to such change.

Section 1.03 Conflict in Loan Documents. If there is any conflict between this Agreement and any other Loan Document, this Agreement and such other Loan Document shall be interpreted and construed, if possible, so as to avoid or minimize such conflict but, to the extent (and only to the extent) of such conflict, this Agreement shall prevail and control.

Section 1.04 Legal Representation of Parties. This Agreement and the other Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

Section 1.05 Benchmark Replacement Notification. Section 3.05 of this Agreement provides a mechanism for determining an alternative rate of interest in the event that Term SOFR is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate therefor.

Article IITHE CREDIT FACILITIES.

Section 2.01 Revolving Credit Loans. Subject to the conditions and on the terms set forth in this Agreement, and in reliance upon the representations and warranties of the Loan Parties contained in Article V, each Lender severally agrees to make revolving credit loans to the Borrower (each of such loans being a "Revolving Credit Loan" and collectively being the "Revolving Credit Loans") from time to time on any Business Day during the period from the Closing Date up to the Expiration Date, provided, however, (a) the Total Credit Availability shall not at any time be less than zero, (b) Revolving Credit Availability shall not at any time be less than zero, and (c) Cigarette Buy-In Availability shall not at any time be less than zero. If the Total Credit Availability shall at any time be less than zero, then the Borrower shall immediately repay to the Administrative Agent for the account of the Lenders’ Revolving Credit Loans in an amount as may be necessary to ensure that Total Credit Availability is greater than or equal to zero. Subject to the foregoing limitations and the other terms and provisions of this Agreement, the Borrower may, from time to time, borrow, repay and reborrow Revolving Credit Loans. Notwithstanding anything to the contrary contained herein, during a Cigarette Buy-In Election Period, Revolving Credit Loans shall first be deemed to be allocated as Cigarette Buy-In Loans in an amount equal to the lesser of (x) total Revolving Credit Loans outstanding, (y) the Cigarette Buy-In Credit Commitment and (z) the Cigarette Buy-In Borrowing Base.

Section 2.02 The Revolving Credit Note. The Revolving Credit Loans shall be evidenced by the Revolving Credit Note, appropriately completed, dated the Closing Date and signed by the Borrower. Interest shall accrue on the outstanding principal balance of the Revolving Credit Loans at the rates and on the terms specified in Article III.

Section 2.03 Repayment of the Revolving Credit Loans; Nature of Lenders' Obligations with respect to Revolving Credit Loans. (a) Commencing on the Closing Date, interest accrued on the Revolving Credit Loans shall be due and payable in monthly installments, as set forth in more detail herein. The aggregate outstanding principal amount of the

Revolving Credit Loans and all accrued and unpaid interest and other charges thereon shall be due and payable in full on the Expiration Date (if not sooner paid as provided for in the Loan Documents), without demand or notice of any kind whatsoever. Borrower shall repay in full the outstanding principal amount of the Revolving Credit Loans together with all outstanding interest thereon and all fees and other amounts owing under any of the Loan Documents relating thereto on the Expiration Date or upon the earlier termination of the Commitments in connection with the terms of this Agreement. No Lender shall have further obligation to make Revolving Credit Loans from and after the Expiration Date. So long as no Event of Default has occurred and is continuing, the Administrative Agent will credit toward payment of the aggregate outstanding principal amount of the Revolving Credit Loans all Collections and Remittances received through the lockbox and cash management system established and maintained pursuant to the terms and conditions of the Security Agreement.

(b)Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.05 in accordance with its Ratable Share. The aggregate of each Lender's Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Commitment minus its Ratable Share of the L/C Obligations. The obligations of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder.

(c)The Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by the Administrative Agent on the date received. In consideration of Administrative Agent's agreement to conditionally credit Borrower's Account as of the Business Day on which the Administrative Agent receives those items of payment, Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by the Administrative Agent on account of the Obligations on the Business Day after (i) the Business Day the Administrative Agent receives such payments via wire transfer or electronic depository check or (ii) in the case of payments received by the Administrative Agent in any other form, the Business Day such payment constitutes good funds in the Administrative Agent's account. In addition, the Borrower shall at all times maintain a balance in the Borrower's Account equal to or in excess of the Float Reserve. The Administrative Agent is not, however, required to credit Borrower's Account for the amount of any item of payment which is unsatisfactory to the Administrative Agent and the Administrative Agent may charge Borrower's Account for the amount of any item of payment which is returned to the Administrative Agent unpaid. The blocked account maintained with the Administrative Agent (pursuant to Section 6.13) will be cleared by the Administrative Agent daily as to funds in excess of the Float Reserve, and such funds will be applied to the principal balance of and accrued interest on the Revolving Credit Loans, at the election of the Administrative Agent.

Section 2.04 Voluntary Reduction of the Revolving Credit Commitment. The Borrower may from time to time upon not less than five (5) Business Days prior written notice to the Administrative Agent, permanently reduce the Revolving Credit Commitment (ratably among the Lenders in proportion to their Ratable Shares) provided that (i) any such reductions shall be in a minimum amount of One Million Dollars ($1,000,000.00) and integral multiples of Five Hundred Thousand Dollars ($500,000.00) in excess of such amount, and

Exhibit 31.1

CERTIFICATION

I, Christopher H. Atayan, certify that:

1. I have reviewed this report on Form 10-Q of AMCON Distributing Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July
Date: January 21, 2025	/s/ Christopher H. Atayan
	Christopher H. Atayan,
	Chief Executive Officer and Chairman

Exhibit 31.2

CERTIFICATION

I, Charles J. Schmaderer, certify that:

1. I have reviewed this report on Form 10-Q of AMCON Distributing Company;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 21, 2025

/s/ Charles J. Schmaderer

Charles J. Schmaderer,

Vice President, Chief Financial Officer and Secretary

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q (the “Report”) of AMCON Distributing Company (the “Company”) for the fiscal quarter ended December 31, 2024, I, Christopher H. Atayan, Chief Executive Officer and Principal Executive Officer of the Company, hereby certify that, to the best of my knowledge and belief:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Ju
Date: January 21, 2025	/s/ Christopher H. Atayan
	Christopher H. Atayan
	Title: Chief Executive Officer and Chairman

A signed original of this written statement required by Section 906 has been provided to AMCON Distributing Company and will be retained by AMCON Distributing Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q (the “Report”) of AMCON Distributing Company (the “Company”) for the fiscal quarter ended December 31, 2024, I, Charles J. Schmaderer, Vice President, Chief Financial Officer and Secretary of the Company, hereby certify that, to the best of my knowledge and belief:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 21, 2025	/s/ Charles J. Schmaderer
	Charles J. Schmaderer
	Title: Vice President, Chief Financial Officer and Secretary

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Dec. 31, 2024	Jan. 17, 2025
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity File Number	1-15589
Entity Registrant Name	AMCON DISTRIBUTING CO
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0702918
Entity Address, Address Line One	7405 Irvington Road
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68122
City Area Code	402
Local Phone Number	331-3727
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	DIT
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		645,462
Entity Central Index Key	0000928465
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2024	Sep. 30, 2024
Current assets:
Cash	$ 535,862	$ 672,788
Accounts receivable, less allowance for credit losses of $2.4 million at December 2024 and $2.3 million at September 2024	70,590,733	70,653,907
Inventories, net	174,523,527	144,254,843
Income taxes receivable	396,222	718,645
Prepaid expenses and other current assets	12,096,904	12,765,088
Total current assets	258,143,248	229,065,271
Property and equipment, net	106,745,867	106,049,061
Operating lease right-of-use assets, net	26,246,028	25,514,731
Goodwill	5,778,325	5,778,325
Other intangible assets, net	4,612,808	4,747,234
Other assets	3,142,994	2,952,688
Total assets	404,669,270	374,107,310
Current liabilities:
Accounts payable	47,342,697	54,498,225
Accrued expenses	14,947,716	15,802,727
Accrued wages, salaries and bonuses	3,256,748	8,989,355
Current operating lease liabilities	7,337,464	7,036,751
Current maturities of long-term debt	5,248,488	5,202,443
Current mandatorily redeemable non-controlling interest	1,757,237	1,703,604
Total current liabilities	79,890,350	93,233,105
Credit facilities	165,900,612	121,272,004
Deferred income tax liability, net	4,443,893	4,374,316
Long-term operating lease liabilities	19,203,592	18,770,001
Long-term debt, less current maturities	15,176,659	16,562,908
Mandatorily redeemable non-controlling interest, less current portion	6,649,075	6,507,896
Other long-term liabilities	985,936	1,657,295
Shareholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized
Common stock, $.01 par value, 3,000,000 shares authorized, 645,462 shares outstanding at December 2024 and 630,362 shares outstanding at September 2024	9,799	9,648
Additional paid-in capital	35,077,446	34,439,735
Retained earnings	108,604,071	108,552,565
Treasury stock at cost	(31,272,163)	(31,272,163)
Total shareholders' equity	112,419,153	111,729,785
Total liabilities and shareholders' equity	$ 404,669,270	$ 374,107,310

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Condensed Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts	$ 2.4	$ 2.3
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	3,000,000	3,000,000
Common stock, shares outstanding (in shares)	645,462	630,362

Condensed Consolidated Unaudited Statements of Operations - USD ($)	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Condensed Consolidated Unaudited Statements of Operations
Sales (including excise taxes of $143.5 million and $138.1 million, respectively)	$ 711,273,256	$ 644,959,073
Cost of sales	664,379,704	601,658,151
Gross profit	46,893,552	43,300,922
Selling, general and administrative expenses	40,587,630	37,258,677
Depreciation and amortization	2,635,601	2,219,168
Total operating expenses	43,223,231	39,477,845
Operating income	3,670,321	3,823,077
Other expense (income):
Interest expense	2,846,621	2,311,513
Change in fair value of mandatorily redeemable non-controlling interest	194,812	199,744
Other (income), net	(111,531)	(563,141)
Total other expenses (income)	2,929,902	1,948,116
Income from operations before income taxes	740,419	1,874,961
Income tax expense	392,000	804,000
Net income available to common shareholders	$ 348,419	$ 1,070,961
Basic earnings per share available to common shareholders	$ 0.57	$ 1.80
Diluted earnings per share available to common shareholders	$ 0.57	$ 1.78
Basic weighted average shares outstanding	611,322	595,623
Diluted weighted average shares outstanding	613,573	603,300
Dividends paid per common share	$ 0.18	$ 0.18

Condensed Consolidated Unaudited Statements of Operations (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Condensed Consolidated Unaudited Statements of Operations
Sales, excise taxes	$ 143.4	$ 138.1

Condensed Consolidated Unaudited Statements of Shareholders' Equity - USD ($)	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Total
Balance at Sep. 30, 2023	$ 9,431	$ (31,272,163)	$ 30,585,388	$ 104,846,438	$ 104,169,094
Balance (in shares) at Sep. 30, 2023	943,272
Balance (in shares) at Sep. 30, 2023		(334,583)
Increase (Decrease) in Stockholders' Equity
Dividends on common stock				(289,967)	(289,967)
Compensation expense and issuance of stock in connection with equity-based awards	$ 217		1,935,703		1,935,920
Compensation expense and issuance of stock in connection with equity-based awards (in shares)	21,673
Net income available to common shareholders				1,070,961	1,070,961
Balance at Dec. 31, 2023	$ 9,648	$ (31,272,163)	32,521,091	105,627,432	106,886,008
Balance (in shares) at Dec. 31, 2023	964,945
Balance (in shares) at Dec. 31, 2023		(334,583)
Balance at Sep. 30, 2024	$ 9,648	$ (31,272,163)	34,439,735	108,552,565	$ 111,729,785
Balance (in shares) at Sep. 30, 2024	964,945				630,362
Balance (in shares) at Sep. 30, 2024		(334,583)
Increase (Decrease) in Stockholders' Equity
Dividends on common stock				(296,913)	$ (296,913)
Compensation expense and issuance of stock in connection with equity-based awards	$ 151		637,711		637,862
Compensation expense and issuance of stock in connection with equity-based awards (in shares)	15,100
Net income available to common shareholders				348,419	348,419
Balance at Dec. 31, 2024	$ 9,799	$ (31,272,163)	$ 35,077,446	$ 108,604,071	$ 112,419,153
Balance (in shares) at Dec. 31, 2024	980,045				645,462
Balance (in shares) at Dec. 31, 2024		(334,583)

Condensed Consolidated Unaudited Statements of Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Condensed Consolidated Unaudited Statements of Shareholders' Equity
Dividends on common stock	$ 0.46	$ 0.46

Condensed Consolidated Unaudited Statements of Cash Flows - USD ($)	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$ 348,419	$ 1,070,961
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation	2,501,175	2,084,743
Amortization	134,426	134,425
(Gain) loss on sales of property and equipment	(840)	(53,287)
Equity-based compensation	637,862	571,137
Deferred income taxes	69,577	467,203
Provision for credit losses	112,746	(91,969)
Inventory allowance	24,405	30,988
Change in fair value of contingent consideration	(1,453,452)
Change in fair value of mandatorily redeemable non-controlling interest	194,812	199,744
Changes in assets and liabilities:
Accounts receivable	(49,572)	2,147,484
Inventories	(30,293,089)	384,466
Prepaid and other current assets	668,184	(362,792)
Other assets	(190,306)	(22,366)
Accounts payable	(6,911,400)	1,627,403
Accrued expenses and accrued wages, salaries and bonuses	(6,055,070)	(3,649,088)
Other long-term liabilities	71,823	120,275
Income taxes payable and receivable	322,423	336,797
Net cash flows from (used in) operating activities	(39,867,877)	4,996,124
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(3,453,711)	(3,947,143)
Proceeds from sales of property and equipment	12,442	124,803
Net cash flows from (used in) investing activities	(3,441,269)	(3,822,340)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities	713,853,301	603,650,771
Repayments under revolving credit facilities	(669,224,693)	(604,014,807)
Principal payments on long-term debt	(1,340,204)	(490,518)
Dividends on common stock	(116,184)	(113,466)
Net cash flows from (used in) financing activities	43,172,220	(968,020)
Net change in cash	(136,926)	205,764
Cash, beginning of period	672,788	790,931
Cash, end of period	535,862	996,695
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	2,815,683	2,235,562
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	772,820	347,891
Issuance of common stock in connection with the vesting of equity-based awards		1,296,372
Dividends declared, not paid	$ 180,729	$ 176,501

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

3 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

AMCON Distributing Company and Subsidiaries (“AMCON” or the “Company”) serves customers in 34 states through two business segments:

●

Our retail health food segment (the “Retail Segment”) operates 15 health food retail stores located throughout the Midwest and Florida.

WHOLESALE SEGMENT

RETAIL SEGMENT

FINANCIAL STATEMENTS

ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements

INVENTORIES

3 Months Ended

Dec. 31, 2024

INVENTORIES

INVENTORIES

2. INVENTORIES

GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Dec. 31, 2024

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

3. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill at December 2024 and September 2024 was as follows:


	December		September
	2024		2024
Wholesale Segment	$	5,778,325	$	5,778,325

Other intangible assets at December 2024 and September 2024 consisted of the following:


	December		September
	2024		2024
Customer lists (Wholesale Segment) (less accumulated amortization of $0.5 million at December 2024 and $0.5 million at September 2024)	$	2,938,815	$	2,996,348
Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.2 million at December 2024 and $0.2 million at September 2024)		83,255		106,505
Tradename (Wholesale Segment) (less accumulated amortization of $0.4 million at December 2024 and $0.4 million at September 2024)		1,090,738		1,144,381
Trademarks and tradenames (Retail Segment)		500,000		500,000
	$	4,612,808	$	4,747,234

Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at December 2024:


	December
	2024
Fiscal 2025 (1)	$	372,444
Fiscal 2026		463,703
Fiscal 2027		463,703
Fiscal 2028		451,043
Fiscal 2029		444,703
Fiscal 2030 and thereafter		1,917,212
	$	4,112,808

(1)	Represents amortization for the remaining nine months of Fiscal 2025.

DIVIDENDS

3 Months Ended

Dec. 31, 2024

DIVIDENDS

DIVIDENDS

4. DIVIDENDS

EARNINGS PER SHARE

3 Months Ended

Dec. 31, 2024

EARNINGS PER SHARE

EARNINGS PER SHARE

5. EARNINGS PER SHARE


	For the three months ended December
	2024				2023
	Basic		Diluted		Basic		Diluted
Weighted average number of common shares outstanding		611,322		611,322		595,623		595,623
Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)		—		2,251		—		7,677
Weighted average number of shares outstanding		611,322		613,573		595,623		603,300
Net income available to common shareholders	$	348,419	$	348,419	$	1,070,961	$	1,070,961

Net earnings per share available to common shareholders	$	0.57	$	0.57	$	1.80	$	1.78

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

DEBT

3 Months Ended

Dec. 31, 2024

DEBT

DEBT

6. DEBT

Cross Default and Co-Terminus Provisions

Other

The Company has issued letters of credit totaling $2.0 million to its workers’ compensation insurance carriers as part of its self-insured loss control program.

INCOME TAXES

3 Months Ended

Dec. 31, 2024

INCOME TAXES

INCOME TAXES

7. INCOME TAXES

FAIR VALUE DISCLOSURES

3 Months Ended

Dec. 31, 2024

FAIR VALUE DISCLOSURES

FAIR VALUE DISCLOSURES

8. FAIR VALUE DISCLOSURES

Mandatorily Redeemable Non-Controlling Interest

A summary of the MRNCI activity is as follows:


	For the Three Months Ended December 31,
	2024		2023
Fair value, beginning of period	$	8,211,500	$	9,490,831
Redemption of non-controlling interests		—		—
Distributions to non-controlling interest		—		—
Change in fair value		194,812		199,744
Fair value, end of period	$	8,406,312	$	9,690,575

Contingent Consideration

At September 2024, the difference between the estimated amount due under the contingent consideration arrangement and the fair value was approximately $0.2 million.

The following table presents changes in the fair value of the contingent consideration since September 2024:


Current portion of contingent consideration at fair value as of September 2024	$	710,270
Long-term portion of contingent consideration at fair value as of September 2024		743,182
Fair value of contingent consideration as of September 2024	$	1,453,452
Change in fair value		(1,453,452)
Fair value of contingent consideration as of December 2024	$	—

EQUITY-BASED INCENTIVE AWARDS

3 Months Ended

Dec. 31, 2024

EQUITY-BASED INCENTIVE AWARDS

EQUITY-BASED INCENTIVE AWARDS

9. EQUITY-BASED INCENTIVE AWARDS

Restricted Stock Awards


	Restricted Stock Awards (1)		Restricted Stock Awards (2)		Restricted Stock Awards (3)
Date of award:		October 2022		October 2023		October 2024
Original number of awards issued:		15,100		15,100		15,100
Service period:		36 months		36 months		36 months
Estimated fair value of award at grant date:	$	2,824,000	$	2,762,000		2,069,000
Non-vested awards outstanding at December 2024:		5,034		10,067		15,100
Fair value of non-vested awards at December 2024 of approximately:	$	645,000	$	1,290,000		1,935,000

(1)	10,066 of the restricted stock awards were vested as of December 2024. The remaining 5,034 restricted stock awards will vest in October 2025.

(2)	5,033 of the restricted stock awards were vested as of December 2024. 5,033 restricted stock awards will vest in October 2025 and 5,034 will vest in October 2026.

(3)	The 15,100 restricted stock awards will vest in equal amounts in October 2025, October 2026 and October 2027.

The following summarizes restricted stock award activity under the Omnibus Plans during Q1 2025:


	Number	Weighted
	of	Average
	Shares	Fair Value
Nonvested restricted stock awards at September 2024	30,201	$	144.95
Granted	15,100		137.00
Vested	(15,100)		135.33
Expired	—		—
Nonvested restricted stock awards at December 2024	30,201	$	128.16

BUSINESS SEGMENTS

3 Months Ended

Dec. 31, 2024

BUSINESS SEGMENTS

BUSINESS SEGMENTS

10. BUSINESS SEGMENTS


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
THREE MONTHS ENDED DECEMBER 2024
External revenue:
Cigarettes	$	438,021,998	$	—	$	—	$	438,021,998
Tobacco		135,897,478		—		—		135,897,478
Confectionery		44,033,179		—		—		44,033,179
Health food		—		10,525,335		—		10,525,335
Foodservice & other		82,795,266		—		—		82,795,266
Total external revenue		700,747,921		10,525,335		—		711,273,256
Depreciation		2,236,483		264,692		—		2,501,175
Amortization		134,426		—		—		134,426
Operating income (loss)		6,551,532		(330,822)		(2,550,389)		3,670,321
Interest expense		—		—		2,846,621		2,846,621
Income (loss) from operations before taxes		6,445,335		(307,907)		(5,397,009)		740,419
Total assets		386,653,248		16,815,247		1,200,775		404,669,270
Capital expenditures		3,109,807		99,776		—		3,209,583


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
THREE MONTHS ENDED DECEMBER 2023
External revenue:
Cigarettes	$	395,668,708	$	—	$	—	$	395,668,708
Tobacco		121,351,701		—		—		121,351,701
Confectionery		40,043,130		—		—		40,043,130
Health food		—		10,689,429		—		10,689,429
Foodservice & other		77,206,105		—		—		77,206,105
Total external revenue		634,269,644		10,689,429		—		644,959,073
Depreciation		1,855,746		228,997		—		2,084,743
Amortization		134,425		—		—		134,425
Operating income (loss)		6,970,125		(16,476)		(3,130,572)		3,823,077
Interest expense		—		—		2,311,513		2,311,513
Income (loss) from operations before taxes		6,775,098		541,948		(5,442,085)		1,874,961
Total assets		345,011,110		16,574,317		787,500		362,372,927
Capital expenditures		2,980,331		299,169		—		3,279,500

SUBSEQUENT EVENT

3 Months Ended

Dec. 31, 2024

SUBSEQUENT EVENT

SUBSEQUENT EVENT

11. SUBSEQUENT EVENT

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 348,419	$ 1,070,961

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)

3 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

WHOLESALE SEGMENT AND RETAIL SEGMENT

AMCON Distributing Company and Subsidiaries (“AMCON” or the “Company”) serves customers in 34 states through two business segments:

●

Our retail health food segment (the “Retail Segment”) operates 15 health food retail stores located throughout the Midwest and Florida.

WHOLESALE SEGMENT

RETAIL SEGMENT

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

ACCOUNTING PRONOUNCEMENTS

ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Dec. 31, 2024

GOODWILL AND OTHER INTANGIBLE ASSETS

Schedule of goodwill


	December		September
	2024		2024
Wholesale Segment	$	5,778,325	$	5,778,325

Schedule of other intangible assets


	December		September
	2024		2024
Customer lists (Wholesale Segment) (less accumulated amortization of $0.5 million at December 2024 and $0.5 million at September 2024)	$	2,938,815	$	2,996,348
Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.2 million at December 2024 and $0.2 million at September 2024)		83,255		106,505
Tradename (Wholesale Segment) (less accumulated amortization of $0.4 million at December 2024 and $0.4 million at September 2024)		1,090,738		1,144,381
Trademarks and tradenames (Retail Segment)		500,000		500,000
	$	4,612,808	$	4,747,234

Schedule of estimated future amortization expense related to identifiable intangible assets with finite lives


	December
	2024
Fiscal 2025 (1)	$	372,444
Fiscal 2026		463,703
Fiscal 2027		463,703
Fiscal 2028		451,043
Fiscal 2029		444,703
Fiscal 2030 and thereafter		1,917,212
	$	4,112,808

(1)	Represents amortization for the remaining nine months of Fiscal 2025.

EARNINGS PER SHARE (Tables)

3 Months Ended

Dec. 31, 2024

EARNINGS PER SHARE

Schedule of net earnings per share available to common shareholders


	For the three months ended December
	2024				2023
	Basic		Diluted		Basic		Diluted
Weighted average number of common shares outstanding		611,322		611,322		595,623		595,623
Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)		—		2,251		—		7,677
Weighted average number of shares outstanding		611,322		613,573		595,623		603,300
Net income available to common shareholders	$	348,419	$	348,419	$	1,070,961	$	1,070,961

Net earnings per share available to common shareholders	$	0.57	$	0.57	$	1.80	$	1.78

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

FAIR VALUE DISCLOSURES (Tables)

3 Months Ended

Dec. 31, 2024

FAIR VALUE DISCLOSURES

Schedule of mandatorily redeemable non-controlling interest


	For the Three Months Ended December 31,
	2024		2023
Fair value, beginning of period	$	8,211,500	$	9,490,831
Redemption of non-controlling interests		—		—
Distributions to non-controlling interest		—		—
Change in fair value		194,812		199,744
Fair value, end of period	$	8,406,312	$	9,690,575

Schedule of changes in the fair value of the contingent consideration


Current portion of contingent consideration at fair value as of September 2024	$	710,270
Long-term portion of contingent consideration at fair value as of September 2024		743,182
Fair value of contingent consideration as of September 2024	$	1,453,452
Change in fair value		(1,453,452)
Fair value of contingent consideration as of December 2024	$	—

EQUITY-BASED INCENTIVE AWARDS (Tables)

3 Months Ended

Dec. 31, 2024

EQUITY-BASED INCENTIVE AWARDS

Schedule of restricted stock awards


	Restricted Stock Awards (1)		Restricted Stock Awards (2)		Restricted Stock Awards (3)
Date of award:		October 2022		October 2023		October 2024
Original number of awards issued:		15,100		15,100		15,100
Service period:		36 months		36 months		36 months
Estimated fair value of award at grant date:	$	2,824,000	$	2,762,000		2,069,000
Non-vested awards outstanding at December 2024:		5,034		10,067		15,100
Fair value of non-vested awards at December 2024 of approximately:	$	645,000	$	1,290,000		1,935,000

(1)	10,066 of the restricted stock awards were vested as of December 2024. The remaining 5,034 restricted stock awards will vest in October 2025.

(2)	5,033 of the restricted stock awards were vested as of December 2024. 5,033 restricted stock awards will vest in October 2025 and 5,034 will vest in October 2026.

(3)	The 15,100 restricted stock awards will vest in equal amounts in October 2025, October 2026 and October 2027.

Summary of restricted stock awards activity


	Number	Weighted
	of	Average
	Shares	Fair Value
Nonvested restricted stock awards at September 2024	30,201	$	144.95
Granted	15,100		137.00
Vested	(15,100)		135.33
Expired	—		—
Nonvested restricted stock awards at December 2024	30,201	$	128.16

BUSINESS SEGMENTS (Tables)

3 Months Ended

Dec. 31, 2024

BUSINESS SEGMENTS

Schedule of segment information


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
THREE MONTHS ENDED DECEMBER 2024
External revenue:
Cigarettes	$	438,021,998	$	—	$	—	$	438,021,998
Tobacco		135,897,478		—		—		135,897,478
Confectionery		44,033,179		—		—		44,033,179
Health food		—		10,525,335		—		10,525,335
Foodservice & other		82,795,266		—		—		82,795,266
Total external revenue		700,747,921		10,525,335		—		711,273,256
Depreciation		2,236,483		264,692		—		2,501,175
Amortization		134,426		—		—		134,426
Operating income (loss)		6,551,532		(330,822)		(2,550,389)		3,670,321
Interest expense		—		—		2,846,621		2,846,621
Income (loss) from operations before taxes		6,445,335		(307,907)		(5,397,009)		740,419
Total assets		386,653,248		16,815,247		1,200,775		404,669,270
Capital expenditures		3,109,807		99,776		—		3,209,583


	Wholesale		Retail
	Segment		Segment		Other		Consolidated
THREE MONTHS ENDED DECEMBER 2023
External revenue:
Cigarettes	$	395,668,708	$	—	$	—	$	395,668,708
Tobacco		121,351,701		—		—		121,351,701
Confectionery		40,043,130		—		—		40,043,130
Health food		—		10,689,429		—		10,689,429
Foodservice & other		77,206,105		—		—		77,206,105
Total external revenue		634,269,644		10,689,429		—		644,959,073
Depreciation		1,855,746		228,997		—		2,084,743
Amortization		134,425		—		—		134,425
Operating income (loss)		6,970,125		(16,476)		(3,130,572)		3,823,077
Interest expense		—		—		2,311,513		2,311,513
Income (loss) from operations before taxes		6,775,098		541,948		(5,442,085)		1,874,961
Total assets		345,011,110		16,574,317		787,500		362,372,927
Capital expenditures		2,980,331		299,169		—		3,279,500

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) - 3 months ended Dec. 31, 2024 ft² in Millions	state item segment	item	ft²	store
Number of business segments \| segment	2
Number of states served \| state	34
Wholesale Segment
Number of retail outlets served	7,900
Number of products sold or distributed	20,000
Number of states \| state	34
Number of distribution centers	14
Floor space occupied by distribution centers (in square feet) \| ft²			1.7
Retail Segment
Number of operating health food retail stores		15		15
Number of products sold or distributed	32,000

INVENTORIES (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
INVENTORIES
Total reserves on finished goods	$ 1.2	$ 1.2

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details)	Dec. 31, 2024 USD ($)
GOODWILL AND OTHER INTANGIBLE ASSETS
Balance, beginning of period	$ 5,778,325
Balance, end of period	$ 5,778,325

GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($)	Dec. 31, 2024	Sep. 30, 2024
Other intangible assets, net	$ 4,612,808	$ 4,747,234
Trademarks and tradenames \| Retail Segment
Other intangible assets, net	500,000	500,000
Customer lists \| Wholesale Segment
Other intangible assets, net	2,938,815	2,996,348
Accumulated amortization	500,000	500,000
Non-competition agreements \| Wholesale Segment
Other intangible assets, net	83,255	106,505
Accumulated amortization	200,000	200,000
Trade name \| Wholesale Segment
Other intangible assets, net	1,090,738	1,144,381
Accumulated amortization	$ 400,000	$ 400,000

GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Goodwill	$ 5,778,325		$ 5,778,325
Amortization expense related to finite-lived intangible assets	$ 100,000	$ 100,000
Customer lists
Amortization period (in years)	15 years
Non-competition agreements \| Minimum
Amortization period (in years)	3 years
Non-competition agreements \| Maximum
Amortization period (in years)	5 years
Wholesale Segment
Goodwill	$ 5,778,325		$ 5,778,325
Wholesale Segment \| Trade name
Amortization period (in years)	7 years

GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details)	Dec. 31, 2024 USD ($)
Estimated future amortization expense related to identifiable intangible assets with finite lives
Fiscal 2025	$ 372,444
Fiscal 2026	463,703
Fiscal 2027	463,703
Fiscal 2028	451,043
Fiscal 2029	444,703
Fiscal 2030 and thereafter	1,917,212
Total	$ 4,112,808

DIVIDENDS (Details) - USD ($)	3 Months Ended
DIVIDENDS (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Dividend paid		$ 116,184		$ 113,466
Q1 2024 - Cash Dividend
Dividend paid		100,000
Q1 2023 - Cash Dividend
Dividend paid				100,000
Q1 2025 - Special dividend
Dividend declared		$ 200,000
Dividend declared (in USD per share)		$ 0.28
Dividend paid	$ 200,000
Q1 2024 - Special dividend
Dividend declared				$ 200,000
Dividend declared (in USD per share)				$ 0.28
Dividend paid			$ 200,000

EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended
EARNINGS PER SHARE (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
EARNINGS PER SHARE
Weighted average number of common shares outstanding, Basic	611,322	595,623
Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock	2,251	7,677
Weighted average number of shares outstanding, Diluted	613,573	603,300
Net income available to common shareholders, Basic	$ 348,419	$ 1,070,961
Net income available to common shareholders, Diluted	$ 348,419	$ 1,070,961
Net earnings per share available to common shareholders, Basic (in dollars per share)	$ 0.57	$ 1.80
Net earnings per share available to common shareholders, Diluted (in dollars per share)	$ 0.57	$ 1.78

DEBT - Credit Facilities (Details) $ in Millions	3 Months Ended
DEBT - Credit Facilities (Details) $ in Millions	Dec. 31, 2024 USD ($) item	Sep. 30, 2024 USD ($)
Revolving credit facility
Number of credit facility agreements \| item	3
Borrowing capacity	$ 45.0	$ 40.0
Facilities
Revolving credit facility
Borrowing capacity	305.0
Maximum credit advances for certain inventory purchases under the facilities	30.0
Credit limit	247.5
Outstanding borrowings	165.9
Credit available	$ 81.6
Average interest rate	5.96%
Peak borrowings	$ 197.1
Average borrowings	162.1
Average availability	73.4
Line of credit facility financial covenant excess capacity falls	$ 2.0

FAIR VALUE DISCLOSURES - Mandatorily Redeemable Non-Controlling Interest (Details) - USD ($)	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Changes in the fair value of the contingent consideration:
Discount rate	13.20%
Fair value of MRNCI as of September 2024		$ 9,490,831
Change in fair value		199,744
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, General and Administrative Expense
Fair value of MRNCI as of December 2024		$ 9,690,575
Less current portion at fair value	$ (1,757,237)		$ (1,703,604)
Noncurrent portion at fair value	$ 6,649,075		$ 6,507,896
Team Sledd
Changes in the fair value of the contingent consideration:
Interest own (as a percent)	76.00%		76.00%
Mandatorily Redeemable Non-Controlling Interest
Changes in the fair value of the contingent consideration:
Difference between the contractual amount due and the fair value	$ 600,000		$ 700,000
Fair value of MRNCI as of September 2024	8,211,500
Redemption of non-controlling interests	0
Distributions of non-controlling interests	0
Change in fair value	$ 194,812
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in Fair Value of Mandatorily Redeemable Non-controlling Interest
Fair value of MRNCI as of December 2024	$ 8,406,312

FAIR VALUE DISCLOSURES - Contingent Consideration (Details)		3 Months Ended
	Apr. 05, 2024 USD ($) installment	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)
Changes in the fair value of the contingent consideration:
Fair value of MRNCI as of September 2024			$ 9,490,831
Change in fair value			199,744
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Selling, General and Administrative Expense
Fair value of MRNCI as of December 2024			$ 9,690,575
Operating income		$ (1,453,452)
Burklund Distributors, Inc
Changes in the fair value of the contingent consideration:
Fair value of MRNCI as of September 2024		1,453,452
Change in fair value		(1,453,452)
Current portion of contingent consideration at fair value as of September 2024				$ 710,270
Noncurrent portion at fair value				$ 743,182
Contingent consideration payable in cash	$ 3,000,000.0
Contingent consideration, number of installments \| installment	2
Operating income		1,500,000
Difference in fair value and estimated due		$ 200,000

EQUITY-BASED INCENTIVE AWARDS - Omnibus Plans (Details) - Omnibus Plans	Dec. 31, 2024 item shares
EQUITY-BASED INCENTIVE AWARD
Number of incentive plans \| item	2
Number of shares of the company's common stock permitted for issuance under the plan	120,000
Number of shares awarded pursuant to the plan	83,307
Number of additional shares that may be awarded under the plan	36,693

EQUITY-BASED INCENTIVE AWARDS - Authorized and Approved Restricted Stock Units/Restricted Stock Awards (Details) - USD ($)	1 Months Ended			3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Restricted Stock Awards
EQUITY-BASED INCENTIVE AWARD
Original number of awards issued				15,100
Non-vested awards outstanding at the end of the period (in shares)				30,201		30,201
Vested during the period (in shares)				15,100
Direct cost to the recipients of the restricted stock units				$ 0
Compensation expense				600,000	$ 600,000
Total unamortized compensation expense				$ 4,200,000		$ 2,800,000
Restricted Stock Awards October 2022
EQUITY-BASED INCENTIVE AWARD
Original number of awards issued			15,100
Service period			36 months
Estimated fair value of award at grant date			$ 2,824,000
Non-vested awards outstanding at the end of the period (in shares)				5,034
Fair value of non-vested awards at the end of the period				$ 645,000
Vested as of the end of the period (in shares)				10,066
Restricted Stock Awards October 2022 \| Vest in October 2025
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				5,034
Restricted Stock Awards October 2023
EQUITY-BASED INCENTIVE AWARD
Original number of awards issued		15,100
Service period		36 months
Estimated fair value of award at grant date		$ 2,762,000
Non-vested awards outstanding at the end of the period (in shares)				10,067
Fair value of non-vested awards at the end of the period				$ 1,290,000
Vested during the period (in shares)				5,033
Restricted Stock Awards October 2023 \| Vest in October 2025
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				5,033
Restricted Stock Awards October 2023 \| Vest in October 2026
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				5,034
Restricted Stock Awards October 2024
EQUITY-BASED INCENTIVE AWARD
Original number of awards issued	15,100
Service period	36 months
Estimated fair value of award at grant date	$ 2,069,000
Non-vested awards outstanding at the end of the period (in shares)				15,100
Fair value of non-vested awards at the end of the period				$ 1,935,000
Restricted Stock Awards October 2024 \| Vest in October 2025
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				15,100
Restricted Stock Awards October 2024 \| Vest in October 2026
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				15,100
Restricted Stock Awards October 2024 \| Vest in October 2027
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				15,100

EQUITY-BASED INCENTIVE AWARDS - Restricted Stock Units/Restricted Stock Awards Activity (Details) - Restricted Stock Awards	3 Months Ended
	Dec. 31, 2024 $ / shares shares
Number of Shares
Nonvested restricted stock units/awards at the beginning of the period (in shares) \| shares	30,201
Granted (in shares) \| shares	15,100
Vested (in shares) \| shares	(15,100)
Nonvested restricted stock units/awards at the end of the period (in shares) \| shares	30,201
Weighted Average Fair Value
Nonvested restricted stock units/awards at the beginning of the period (in dollars per share) \| $ / shares	$ 144.95
Granted (in dollars per share) \| $ / shares	137.00
Vested (in dollars per share) \| $ / shares	135.33
Nonvested restricted stock units/awards at the end of the period (in dollars per share) \| $ / shares	$ 128.16

BUSINESS SEGMENTS (Details)	3 Months Ended
BUSINESS SEGMENTS (Details)	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)
Information by business segments
Number of reportable business segments \| segment	2
Total external revenue	$ 711,273,256	$ 644,959,073
Depreciation	2,501,175	2,084,743
Amortization	134,426	134,425
Operating income (loss)	3,670,321	3,823,077
Interest expense	2,846,621	2,311,513
Income from operations before income taxes	740,419	1,874,961
Total assets	404,669,270	362,372,927	$ 374,107,310
Capital expenditures	3,209,583	3,279,500
Cigarettes
Information by business segments
Total external revenue	438,021,998	395,668,708
Tobacco
Information by business segments
Total external revenue	135,897,478	121,351,701
Confectionery
Information by business segments
Total external revenue	44,033,179	40,043,130
Health food
Information by business segments
Total external revenue	10,525,335	10,689,429
Foodservice & other
Information by business segments
Total external revenue	82,795,266	77,206,105
Other
Information by business segments
Operating income (loss)	(2,550,389)	(3,130,572)
Interest expense	2,846,621	2,311,513
Income from operations before income taxes	(5,397,009)	(5,442,085)
Total assets	1,200,775	787,500
Wholesale Segment \| Segments
Information by business segments
Total external revenue	700,747,921	634,269,644
Depreciation	2,236,483	1,855,746
Amortization	134,426	134,425
Operating income (loss)	6,551,532	6,970,125
Income from operations before income taxes	6,445,335	6,775,098
Total assets	386,653,248	345,011,110
Capital expenditures	3,109,807	2,980,331
Wholesale Segment \| Segments \| Cigarettes
Information by business segments
Total external revenue	438,021,998	395,668,708
Wholesale Segment \| Segments \| Tobacco
Information by business segments
Total external revenue	135,897,478	121,351,701
Wholesale Segment \| Segments \| Confectionery
Information by business segments
Total external revenue	44,033,179	40,043,130
Wholesale Segment \| Segments \| Foodservice & other
Information by business segments
Total external revenue	82,795,266	77,206,105
Retail Segment \| Segments
Information by business segments
Total external revenue	10,525,335	10,689,429
Depreciation	264,692	228,997
Operating income (loss)	(330,822)	(16,476)
Income from operations before income taxes	(307,907)	541,948
Total assets	16,815,247	16,574,317
Capital expenditures	99,776	299,169
Retail Segment \| Segments \| Health food
Information by business segments
Total external revenue	$ 10,525,335	$ 10,689,429

SUBSEQUENT EVENT (Details) $ in Millions	Jan. 17, 2025 USD ($)
Subsequent event. \| Arrowrock Supply
SUBSEQUENT EVENT
Payment to acquire	$ 6.1

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