Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Nov. 17, 2022 | Mar. 31, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --09-30 | ||
Document Period End Date | Sep. 30, 2022 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 23,752,048 | ||
Entity Common Stock, Shares Outstanding | 611,052 | ||
Entity Central Index Key | 0000928465 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | RSM US LLP | ||
Auditor Location | Omaha, Nebraska | ||
Auditor Firm ID | 49 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash | $ 431,576 | $ 519,591 |
Accounts receivable, less allowance for doubtful accounts of $2.5 million at September 2022 and $0.9 million September 2021 | 62,367,888 | 35,844,163 |
Inventories, net | 134,654,637 | 95,212,085 |
Income taxes receivable | 819,595 | |
Prepaid expenses and other current assets | 12,702,084 | 4,999,125 |
Total current assets | 210,975,780 | 136,574,964 |
Property and equipment, net | 48,085,520 | 16,012,524 |
Operating lease right-of-use assets, net | 19,941,009 | 17,846,529 |
Note receivable, net of current portion | 3,325,000 | |
Goodwill | 5,277,950 | 4,436,950 |
Other intangible assets, net | 2,093,113 | 500,000 |
Equity method investment | 9,380,343 | |
Other assets | 2,751,155 | 334,819 |
Total assets | 289,124,527 | 188,411,129 |
Current liabilities: | ||
Accounts payable | 39,962,363 | 24,235,042 |
Accrued expenses | 14,446,210 | 11,468,955 |
Accrued wages, salaries and bonuses | 7,811,207 | 4,489,852 |
Income taxes payable | 867,160 | |
Current operating lease liabilities | 6,454,473 | 5,513,390 |
Current maturities of long-term debt | 1,595,309 | 561,202 |
Current mandatorily redeemable non-controlling interest | 1,712,095 | |
Total current liabilities | 71,981,657 | 47,135,601 |
Credit facilities | 91,262,438 | 43,650,865 |
Deferred income tax liability, net | 2,328,588 | 1,531,228 |
Long-term operating lease liabilities | 13,787,721 | 12,669,157 |
Long-term debt, less current maturities | 7,384,260 | 5,054,265 |
Mandatorily redeemable non-controlling interest, less current portion | 9,446,460 | |
Other long-term liabilities | 103,968 | 757,387 |
Shareholders' equity: | ||
Preferred stock, $.01 par value, 1,000,000 shares authorized | ||
Common stock, $.01 par value, 3,000,000 shares authorized, 584,789 shares outstanding at September 2022 and 551,369 shares outstanding at September 2021 | 9,168 | 8,834 |
Additional paid-in capital | 26,903,201 | 24,918,781 |
Retained earnings | 96,784,353 | 83,552,298 |
Treasury stock at cost | (30,867,287) | (30,867,287) |
Total shareholders' equity | 92,829,435 | 77,612,626 |
Total liabilities and shareholders' equity | $ 289,124,527 | $ 188,411,129 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts | $ 2.5 | $ 0.9 |
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) | 584,789 | 551,369 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Sales (including excise taxes of $467.1 million and $403.9 million, respectively) | $ 2,010,798,385 | $ 1,672,378,581 |
Cost of sales | 1,883,078,819 | 1,571,829,805 |
Gross profit | 127,719,566 | 100,548,776 |
Selling, general and administrative expenses | 101,474,359 | 79,631,140 |
Depreciation and amortization | 3,643,840 | 3,093,017 |
Total operating expenses | 105,118,199 | 82,724,157 |
Operating income | 22,601,367 | 17,824,619 |
Other expense (income): | ||
Interest expense | 2,249,552 | 1,339,560 |
Change in fair value of mandatorily redeemable non-controlling interest | 1,476,986 | |
Other (income), net | (2,600,675) | (203,228) |
Total other expenses (income) | 1,125,863 | 1,136,332 |
Income from operations before income taxes | 21,475,504 | 16,688,287 |
Income tax expense | 6,473,380 | 4,501,000 |
Equity method investment earnings, net of tax | 1,670,133 | 3,357,978 |
Net income attributable to common shareholders | $ 16,672,257 | $ 15,545,265 |
Basic earnings per share available to common shareholders | $ 29.37 | $ 28.24 |
Diluted earnings per share available to common shareholders | $ 28.59 | $ 27.36 |
Basic weighted average shares outstanding | 567,697 | 550,551 |
Diluted weighted average shares outstanding | 583,062 | 568,103 |
Dividends paid per common share | $ 5.72 | $ 5.72 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Sales, excise taxes | $ 467.1 | $ 403.9 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at Sep. 30, 2020 | $ 8,697 | $ (30,861,549) | $ 24,282,058 | $ 71,362,334 | $ 64,791,540 |
Balance (in shares) at Sep. 30, 2020 | 869,867 | (332,152) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Dividends on common stock | (3,355,301) | (3,355,301) | |||
Compensation expense and issuance of stock in connection with equity-based awards | $ 137 | 636,723 | 636,860 | ||
Compensation expense and issuance of stock in connection with equity-based awards (in shares) | 13,722 | ||||
Repurchase of common stock | $ (5,738) | (5,738) | |||
Repurchase of common stock (in shares) | (68) | ||||
Net income available to common shareholders | 15,545,265 | 15,545,265 | |||
Balance at Sep. 30, 2021 | $ 8,834 | $ (30,867,287) | 24,918,781 | 83,552,298 | $ 77,612,626 |
Balance (in shares) at Sep. 30, 2021 | 883,589 | (332,220) | 551,369 | ||
Increase (Decrease) in Stockholders' Equity | |||||
Net income available to common shareholders | $ 12,100,000 | ||||
Balance at Jun. 30, 2022 | 88,100,000 | ||||
Balance at Sep. 30, 2021 | $ 8,834 | $ (30,867,287) | 24,918,781 | 83,552,298 | $ 77,612,626 |
Balance (in shares) at Sep. 30, 2021 | 883,589 | (332,220) | 551,369 | ||
Increase (Decrease) in Stockholders' Equity | |||||
Dividends on common stock | (3,440,202) | $ (3,440,202) | |||
Compensation expense and issuance of stock in connection with equity-based awards | $ 334 | 1,984,420 | 1,984,754 | ||
Compensation expense and issuance of stock in connection with equity-based awards (in shares) | 33,420 | ||||
Net income available to common shareholders | 16,672,257 | 16,672,257 | |||
Balance at Sep. 30, 2022 | $ 9,168 | $ (30,867,287) | $ 26,903,201 | $ 96,784,353 | $ 92,829,435 |
Balance (in shares) at Sep. 30, 2022 | 917,009 | (332,220) | 584,789 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||
Dividends paid per common share | $ 5.72 | $ 5.72 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income available to common shareholders | $ 16,672,257 | $ 15,545,265 |
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities: | ||
Depreciation | 3,572,953 | 3,093,017 |
Amortization | 70,887 | |
Equity method investment earnings, net of tax | (1,670,133) | (3,357,978) |
Gain on re-valuation of equity method investment to fair value | (2,387,411) | |
Gain on sales of property and equipment | (140,139) | (9,864) |
Equity-based compensation | 3,103,320 | 2,415,156 |
Deferred income taxes | 797,360 | (275,347) |
Provision for losses on doubtful accounts | (32,420) | 50,000 |
Inventory allowance | 212,637 | 37,708 |
Change in fair value of mandatorily redeemable non-controlling interest | 1,476,986 | |
Changes in assets and liabilities net of effects of business acquisition: | ||
Accounts receivable | 3,032,876 | (1,615,734) |
Inventories | 3,240,946 | 3,721,980 |
Prepaid and other current assets | (5,344,754) | (2,732,480) |
Equity method investment distributions | 1,095,467 | 1,392,730 |
Other assets | (730,391) | 48,967 |
Accounts payable | 332,400 | 1,998,494 |
Accrued expenses and accrued wages, salaries and bonuses | 2,482,409 | 1,164,828 |
Other long-term liabilities | (653,419) | (169,854) |
Income taxes payable and receivable | (2,241,755) | (371,248) |
Net cash flows from (used in) operating activities | 22,890,076 | 20,935,640 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (14,691,799) | (1,525,882) |
Proceeds from sales of property and equipment | 152,000 | 55,728 |
Principal payment received on note receivable | 175,000 | |
Cash acquired in business acquisition | 7,958 | |
Net cash flows from (used in) investing activities | (14,356,841) | (1,470,154) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under revolving credit facilities | 2,042,679,688 | 1,663,751,276 |
Repayments under revolving credit facilities | (2,041,106,459) | (1,682,072,093) |
Proceeds from borrowings on long-term debt | 3,000,000 | |
Principal payments on long-term debt | (4,909,548) | (510,177) |
Proceeds from exercise of stock options | 173,590 | |
Repurchase of common stock | (5,738) | |
Dividends on common stock | (3,440,202) | (3,355,301) |
Settlement and withholdings of equity-based awards | (1,280,749) | (415,057) |
Distributions to non-controlling interest | (737,570) | |
Net cash flows from (used in) financing activities | (8,621,250) | (19,607,090) |
Net change in cash | (88,015) | (141,604) |
Cash, beginning of period | 519,591 | 661,195 |
Cash, end of period | 431,576 | 519,591 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 2,210,828 | 1,353,985 |
Cash paid during the period for income taxes | 7,915,225 | 5,138,454 |
Supplemental disclosure of non-cash information: | ||
Equipment acquisitions classified in accounts payable | 91,656 | 128,249 |
Effect of business acquisition (see Note 2) | 23,308,624 | |
Issuance of common stock in connection with the vesting and exercise of equity-based awards | $ 2,280,783 | $ 949,812 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Company Operations: AMCON Distributing Company and Subsidiaries (“AMCON” or “the Company”) serves customers in 29 states and is primarily engaged in the wholesale distribution of consumer products in the Central, Rocky Mountain, Mid-South and Mid-Atlantic regions of the United States. AMCON’s wholesale distribution business includes seven distribution centers that sell approximately 17,000 different consumer products, including cigarettes and tobacco products, candy and other confectionery, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. The Company distributes products primarily to retailers such as convenience stores, discount and general merchandise stores, grocery stores, drug stores, and gas stations. In addition, the Company services institutional customers, including restaurants and bars, schools, sports complexes, as well as other wholesalers. AMCON, through its Healthy Edge Inc. subsidiary, operates nineteen retail health food stores as Chamberlin’s Natural Foods (“Chamberlin’s”), Akin’s Natural Foods (“Akin’s”), and Earth Origins Market (“EOM”). These stores carry natural supplements, organic and natural groceries, health and beauty care products, and other food items. The Company’s operations are subject to a number of factors which are beyond the control of management, such as changes in manufacturers’ cigarette pricing, state excise tax increases, or the opening of competing retail stores in close proximity to the Company’s retail stores. While the Company sells a diversified product line, it remains dependent upon the sale of cigarettes which accounted for approximately 66% and 68% of the Company’s consolidated revenue during fiscal 2022 and fiscal 2021, respectively, and 18% and 16% of the Company’s consolidated gross profit during fiscal 2022 and fiscal 2021, respectively. (b) Accounting Period: The Company’s fiscal year ends on September 30 th (c) Principles of Consolidation and Basis of Presentation: The Consolidated Financial Statements include the accounts of AMCON, its wholly-owned subsidiaries and, since May 2022, its non-wholly-owned equity investment in Team Sledd, LLC (“Team Sledd”). All significant intercompany accounts and transactions have been eliminated. (d) Cash and Accounts Payable: AMCON utilizes a cash management system under which an overdraft is the normal book balance in the primary disbursing accounts. Overdrafts included in accounts payable at September 2022 and September 2021 totaled approximately $1.6 million and $1.0 million, respectively, and reflect checks drawn on the disbursing accounts that have been issued but have not yet cleared through the banking system. The Company’s policy has been to fund these outstanding checks as they clear with borrowings under its revolving credit facilities (see Note 7). These outstanding checks (book overdrafts) are classified as cash flows from operating activities in the Consolidated Statements of Cash Flows. (e) Accounts Receivable: Accounts receivable consist primarily of amounts due to the Company from its normal business activities, including trade receivables from customers and other receivables primarily related to various rebate and promotional incentives with the Company’s suppliers. An allowance for doubtful accounts is maintained to reflect the expected uncollectibility of accounts receivable based on past collection history, evaluation of economic conditions as they may impact our customers, and specific risks identified in the portfolio. The Company determines the past due status of trade receivables based on our terms with each customer. Account balances are charged off against the allowance for doubtful accounts when collection efforts have been exhausted and the account receivable is deemed worthless. Any subsequent recoveries of charged off account balances are recorded as income in the period received. As of September 2022 and September 2021, receivables from transactions with customers, less allowance for doubtful accounts were $60.3 million and $34.3 million, respectively. (f) Inventories: At September 2022 and September 2021, inventories in our wholesale segment consisted of finished goods and are stated at the lower of cost or net realizable value determined on a FIFO basis. 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 $1.1 million and $0.8 million at September 2022 and September 2021, respectively. These reserves include the Company’s obsolescence allowance, which reflects estimated unsaleable or non-refundable inventory based upon an evaluation of slow moving and discontinued products. (g) Prepaid Expenses and Other Current Assets: A summary of prepaid expenses and other current assets is as follows (in millions): September 2022 September 2021 Prepaid expenses $ 3.1 $ 1.6 Prepaid inventory 9.6 3.2 Note receivable, current portion — 0.2 $ 12.7 $ 5.0 Prepaid inventory represents inventory in-transit that has been paid for but not received. The note receivable between AMCON and Team Sledd is eliminated in consolidation. (h) Property and Equipment: Property and equipment are stated at cost less accumulated depreciation or amortization. Major renewals and improvements are capitalized and charged to expense over their useful lives through depreciation or amortization charges. Repairs and maintenance are charged to expense in the period incurred. The straight-line method of depreciation is used to depreciate assets over the estimated useful lives as follows: Years Land improvements 10 - 15 Warehouse equipment 3 - 20 Buildings and improvements 5 - 40 Furniture, fixtures and leasehold improvements 1 - 12 Vehicles 2 - 5 Costs and accumulated depreciation applicable to assets retired or sold are eliminated from the accounts, and the resulting gains or losses are reported as a component of operating income. The Company reviews property and equipment for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the asset group are estimated over the asset’s useful life of the primary asset and based on updated projections on an undiscounted basis. If the evaluation indicates that the carrying value of the asset group may not be recoverable, the potential impairment is determined based on the amount by which the carrying value of the asset group exceeds the fair value of the asset group. During fiscal 2022, the Company recorded an impairment of fixed assets in an amount less than $0.1 million as a result of Hurricane Ian. There was no impairment of any property and equipment during fiscal 2021. (i) Leases: Lease liabilities are equal to the present value of the remaining fixed lease payments. Right-of-use (“ROU”) assets are determined based on the amount of the lease liability, plus initial direct costs incurred less lease incentives. The Company determines its incremental borrowing rates based on information available at the lease commencement date in calculating the present value of its lease payments. The Company does not recognize assets or liabilities for leases with an initial term of twelve months or less and these short-term lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company elected the practical expedient to account for non-lease components as part of the lease for all asset classes. The Company reviews its ROU lease assets for indicators of impairment in the same manner as its other property and equipment as described above in (h) Property and Equipment (j) Goodwill and Intangible Assets: Goodwill consists of the excess purchase price paid in certain business combinations over the fair value of assets acquired and in the case of Team Sledd, represents synergies and economies of scale generated through reductions in selling, general, and administrative expenses. Intangible assets consist of trademarks, tradenames, and customer relationships acquired as part of acquisitions in addition to certain non-competition agreements. Goodwill, trademarks, and tradenames are considered to have indefinite lives. Goodwill and intangible assets having indefinite useful lives are not amortized into the results of operations, but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value. The Company performs its annual goodwill and intangible asset impairment assessment during the fourth fiscal quarter of each year. When evaluating the potential impairment of non-amortizable indefinite lived assets and goodwill, the Company first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, market prices, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If after completing this assessment, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative evaluation is performed using the income approach (discounted cash flow method). A discounted cash flow methodology requires the estimation of a wide range of factors including but not limited to: (i) forecasting future earnings and cash flows, (ii) determining the discount rate applicable to the earnings stream being discounted, and (iii) computing a terminal value at some point in the future. These estimations require significant judgment and include making assumptions such as sales growth rates including the addition of new retail stores, future store profitability, planned capital expenditures, our ability to control costs, the successful implementation of initiatives designed to enhance sales and improve inventory management, gross profit estimates, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. For goodwill impairment testing, the Company utilizes the guidance in Accounting Standards Codification (“ASC”) 350 - Intangibles - Goodwill and Other The Company’s identifiable intangible assets with finite lives are amortized over their estimated useful lives and are assessed for impairment whenever events or circumstances change which may indicate that the carrying amount of the assets may not be recoverable. Identifiable intangible assets which are subject to amortization are evaluated for impairment using a process similar to that used in evaluating the elements of property and equipment. If impaired, the related assets are written down to their estimated fair value. (k) Equity Method Investment: The Company uses the equity method to account for its investment in an investee if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss (net of income taxes) of the investee is included in consolidated net earnings. Judgment regarding the level of influence over its equity method investment includes considering key factors such as the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing its equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and future prospects, and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified. See Note 2 (Acquisition) and Note 9 (Supplemental Pro Forma Information) for further information relating to the Company’s equity method investment. (l) Revenue Recognition: The Company recognizes revenues when the performance obligation is satisfied, which is the point where control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For the majority of the Company’s customer arrangements, control transfers to customers at a point-in-time when goods have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods/services transfers to the customer. The timing of satisfaction of the performance obligation is not subject to significant judgment due to the simultaneous nature of the Company’s customer arrangements (same day creation and fulfillment). After the completion of its performance obligations, the Company has an unconditional right of payment from customers with varying collection and payment terms based on region, credit risk, and other situational factors . Customer receivables are included on the consolidated balance sheets less an allowance for doubtful accounts. The Company has elected the practical expedient permitting it to disregard financing components which may be deemed to be part of its transaction price as its customary payments terms are less than one year . (m) Insurance: The Company’s workers’ compensation, general liability, and employee-related health care benefits are provided through high-deductible or self-insurance programs. As a result, the Company accrues for its workers’ compensation and general liability based upon a claim reserve analysis. The Company has issued a letter of credit in the amount of $0.6 million to its workers’ compensation insurance carrier as part of its loss control program. The reserve for incurred, but not reported, employee health care benefits is calculated using the Company’s historical claims experience rate, plus specific reserves for large claims. The reserves associated with the exposure to these liabilities are reviewed by management for adequacy at the end of each reporting period. (n) Income Taxes: The Company uses the asset and liability method to calculate deferred income taxes. Deferred tax assets and liabilities are recognized on temporary differences between financial statement and tax bases of assets and liabilities using enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when we do not consider it more likely than not that some portion or all of the deferred tax assets will be realized. (o) Share-Based Compensation: The Company recognizes expense for its share-based compensation based on the fair value of the awards that are granted. The fair value of stock options are estimated at the date of grant using the Black-Scholes option pricing model. Option pricing methods require the input of highly subjective assumptions, including the expected stock price volatility. The fair value of restricted stock units is based on the period ending closing price of the Company’s common stock. Measured compensation cost is recognized ratably over the vesting period of the related share-based compensation award and is reflected in our Consolidated Statement of Operations under “selling, general and administrative expenses.” (p) Customer Sales Incentives: The Company provides consideration to customers, such as sales allowances or discounts on a regular basis. In accordance with ASC 606, the Company estimates customer sales incentives due as sales are made and records them as a reduction of net sales. (q) Excise Taxes: Under ASC 606, the Company is primarily responsible for excise taxes levied on cigarette and other tobacco products and presents excise taxes as a component of revenue. (r) Contract Costs: Under ASC 606, the Company expenses as incurred any incremental costs to obtain and fulfill customer contracts as the related amortization period would be one year or less. (s) Per-share Results: Basic earnings or loss per share data are based on the weighted-average number of common shares outstanding during each period. Diluted earnings or loss per share data are based on the weighted-average number of common shares outstanding and the effect of all dilutive potential common shares including stock options and restricted stock units. (t) Use of Estimates: The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (u) Fair Value Measurements: The Company’s financial assets and liabilities are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amount of trade accounts receivable, other receivables, trade accounts payable, accounts payable and other accrued liabilities approximates fair value because of the short maturity of these financial instruments. The carrying amount of the Company’s variable and fixed rate debt also approximates fair value. (v) Mandatorily Redeemable Non-Controlling Interest: Mandatorily redeemable non-controlling interest (“MRNCI”) recorded on the Company’s balance sheet represents the non-controlling interest in the Company’s strategic investment in Team Sledd LLC (“Team Sledd”). In conjunction with the finalization of the Company’s preliminary accounting for the Team Sledd acquisition described in Note 2, the Company determined the MRNCI should have been reported as a liability under ASC 480 – Distinguishing Liabilities From Equity (“ASC 480”) at June 2022. The Company is correcting its classification of the MRNCI from equity to a liability. The correction had an immaterial impact on fiscal 2022 third quarter net income available to common shareholders which increased by approximately $62,000, with no impact on net cash flows, and resulted in the removal of Non-controlling interest from the Condensed Consolidated Unaudited Statement of Shareholders’ Equity and Total Shareholders’ Equity. The following tables reflect the correction of the MRNCI from equity to liability in the June 2022 10-Q (in millions except for per share amounts): As of June 2022 As Reported As Corrected Condensed Consolidated Balance Sheet /1/ (Unaudited) Adjustment (Unaudited) Current mandatorily redeemable non-controlling interest $ — $ 1.7 $ 1.7 Total current liabilities $ 69.1 $ 1.7 $ 70.7 Deferred income tax liability, net $ 2.9 $ (0.2) $ 2.8 Mandatorily redeemable non-controlling interest, less current portion $ — $ 9.4 $ 9.4 Retained earnings $ 92.2 $ 0.1 $ 92.3 Total parent shareholders' equity $ 88.1 $ 0.1 $ 88.1 Non-controlling interest $ 11.0 $ (11.0) $ — Total shareholders' equity $ 99.1 $ (10.9) $ 88.1 Three months ended June 2022 Nine months ended June 2022 As Reported As Corrected As Reported As Corrected Condensed Consolidated Statements of Operations /1/ (Unaudited) Adjustment (Unaudited) (Unaudited) Adjustment (Unaudited) Change in fair value of mandatorily redeemable non-controlling interest $ — $ 0.7 $ 0.7 $ — $ 0.7 $ 0.7 Income from operations before income taxes $ 8.7 $ (0.7) $ 8.0 $ 15.9 $ (0.7) $ 15.2 Income tax expense (benefit) $ 2.4 $ (0.2) $ 2.2 $ 5.0 $ (0.2) $ 4.8 Net income $ 6.6 $ (0.5) $ 6.0 $ 12.6 $ (0.5) $ 12.1 Less: Net income attributable to non-controlling interest $ (0.6) $ 0.6 $ — $ (0.6) $ 0.6 $ — Net income attributable to common shareholders $ 6.0 $ 0.1 $ 6.0 $ 12.0 $ 0.1 $ 12.1 Basic earnings per share $ 10.50 $ 0.11 $ 10.61 $ 21.15 $ 0.11 $ 21.25 Diluted earnings per share $ 10.27 $ 0.11 $ 10.38 $ 20.62 $ 0.11 $ 20.72 Nine months ended June 2022 As Reported As Corrected Condensed Consolidated Statement of Cash Flows /1/ (Unaudited) Adjustment (Unaudited) Net income /2/ $ 12.6 $ (0.5) $ 12.1 Adjustments to reconcile net income to net cash flows from (used in) operating activities: Deferred income taxes $ 1.4 $ (0.2) $ 1.2 Change in fair value of mandatorily redeemable non-controlling interest $ — $ 0.7 $ 0.7 Net cash flows from (used in) operating activities $ 7.1 $ — $ 7.1 /1/ Items may not sum across due to rounding /2/ Line item prior to net income attributable to non-controlling interest The Company has elected to present the MRNCI liability at fair value under ASC 825 – Financial Instruments (“ASC 825”) as it believes this best represents the potential future liability and cash flows. As such, the MRNCI balance at September 2022 represents the fair value of the remaining future membership interest redemptions and other amounts due 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 Consolidated Statement of Operations. The Company estimates the probability and timing of future redemptions and earnings of Team Sledd based on management’s knowledge and assumptions of certain events as of each reporting date, including the timing of any future redemptions and an appropriate discount rate. At September 2022, the difference between the contractual amount due under the MRNCI and the fair value was approximately $0.1 million. The MRNCI is classified as Level 3 because of the Company’s reliance on unobservable assumptions. The following table presents changes in the fair value of the MRNCI since the Control Date (in millions): Initial measurement at the Control Date (see Note 2) $ 10.4 Distributions to non-controlling interest (0.7) Change in fair value 1.5 Fair value of MRNCI as of September 30, 2022 $ 11.2 Less current portion at fair value (1.7) $ 9.5 (w) Business Combinations: The acquisition method of accounting for business combinations under ASC 805 – Business Combinations (x) Accounting Pronouncements: Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This guidance is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for the Company) with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Sep. 30, 2022 | |
ACQUISITION | |
ACQUISITION | 2. ACQUISITION The Company and Chas. M. Sledd Company (“Sledd”), a West Virginia wholesale distributor serving the convenience store industry, jointly own and operate Team Sledd, LLC (“Team Sledd”), a limited liability company which owns and operates Sledd’s wholesale distribution business. Pursuant to an operating agreement between the Company and Sledd, certain membership interests in Team Sledd may be redeemed over a period of years, with such redemptions being funded from the operations of Team Sledd. Any such redemptions would result in a corresponding increase in AMCON’s ownership percentage in Team Sledd. In May 2022 (the “Control Date”), Team Sledd redeemed additional membership interests from certain members. Prior to May 2022, the Company had a minority interest in Team Sledd, which had been accounted for under the equity method. As a result of the May 2022 redemption, the Company became the majority owner of Team Sledd with a controlling interest of approximately 56%. The Company provided no additional consideration to acquire control of Team Sledd. The costs incurred to effectuate the acquisition were not significant and were expensed as incurred. The acquisition expands the Company’s footprint and enhances our ability to service customers in the Mid-Atlantic region of the United States. The transaction was accounted for in accordance with ASC 805 and the Company measured the fair value of its previously held equity interest and the related noncontrolling interest using the discounted cash flow methodology with the assistance of independent valuation consultants. The total fair value of Team Sledd was approximately $23.3 million, which resulted in a gain of approximately $2.4 million related to the fair value remeasurement of the Company’s ownership interest in Team Sledd. The gain was recorded as a component of other income in the Company’s Consolidated Statement of Operations for fiscal 2022. In connection with the transaction, the Company recorded a deferred tax liability of approximately $0.6 million which will be recognized in future periods when the associated taxes become due. Inputs used to measure the acquisition-date fair value of the Company’s previously held equity interest and the related non-controlling interest in the entity included sales growth, gross profit estimates, economic and industry conditions, working capital requirements and the contractual requirements of the operating agreement. Team Sledd is being reported as a component of the Company’s Wholesale Segment. The following tables summarize the acquisition-date fair value of Team Sledd, the fair value of Team Sledd’s assets and liabilities at the Control Date, and the resulting goodwill. The fair values are based on estimates and are subject to change as the Company obtains additional information during the measurement period (up to one year from the acquisition date). Acquisition-date fair value of non-controlling interest $ 10,419,139 Acquisition-date fair value of previously held interest 12,897,443 Fair value of Team Sledd at the Control Date $ 23,316,582 Amounts of identifiable assets and liabilities at fair value: Cash $ 7,958 Accounts receivable 29,524,181 Inventories 42,896,135 Prepaid and other current assets 2,533,205 Property and equipment 21,002,604 Operating lease right-of use assets 1,501,996 Other intangible assets 1,664,000 Other assets 1,685,945 Liabilities assumed (78,340,442) Total identifiable net assets $ 22,475,582 Goodwill 841,000 $ 23,316,582 Accounts receivable were recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable were approximately $1.7 million more than their acquisition-date fair value. Goodwill totaling approximately $0.8 million arose from the acquisition and primarily represents synergies and economies of scale generated through reductions in selling, general, and administrative expenses. This goodwill has been assigned to the Company’s Wholesale Segment and is deductible for tax purposes. Other intangible assets acquired consisted of the following: Acquisition-Date Useful Life Other Intangible Asset Fair Value (Years) Customer list $ 1,442,000 15 Non-competition agreement 222,000 3 $ 1,664,000 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Sep. 30, 2022 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 3. EARNINGS PER SHARE: Basic earnings per share available to common shareholders is calculated by dividing net income by the weighted average number of common shares outstanding for each period. Diluted earnings per share available to common shareholders is calculated by dividing income from operations by the sum of the weighted average number of common shares outstanding and the weighted average dilutive equity awards. For Fiscal Years 2022 2021 Basic Basic Weighted average number of common shares outstanding 567,697 550,551 Net income available to common shareholders $ 16,672,257 $ 15,545,265 Net earnings per share available to common shareholders $ 29.37 $ 28.24 For Fiscal Years 2022 2021 Diluted Diluted Weighted average number of common shares outstanding 567,697 550,551 Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1) 15,365 17,552 Weighted average number of shares outstanding 583,062 568,103 Net income available to common shareholders $ 16,672,257 $ 15,545,265 Net earnings per share available to common shareholders $ 28.59 $ 27.36 (1) Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET: Property and equipment at September 2022 and September 2021 consisted of the following: 2022 2021 Land and improvements $ 2,747,857 $ 773,068 Buildings and improvements 30,515,259 12,616,923 Warehouse equipment 17,488,059 15,859,084 Furniture, fixtures and leasehold improvements 14,190,976 13,426,684 Vehicles 4,531,831 4,085,971 Construction in progress 12,216,453 93,162 81,690,435 46,854,892 Less accumulated depreciation: (33,604,915) (30,842,368) Property and equipment, net $ 48,085,520 $ 16,012,524 During fiscal 2022, the Company capitalized approximately $0.1 million of interest on funds borrowed to finance certain capital expenditures. Capitalized interest is recorded as part of an asset’s cost and will be depreciated over the asset’s useful life. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
LEASES | 5. LEASES: The Company’s wholesale segment leases certain warehouse facilities, office space, vehicles and office equipment. The Company’s retail segment leases store space in various shopping center complexes and certain office space. Certain of the warehouse and retail store leases include one or more options to renew or terminate the applicable lease agreement, with the exercise of such options at the Company’s discretion. The Company’s leases do not contain any significant residual value guarantees nor do they impose any significant restrictions or covenants other than those customarily found in similar types of leases. The operating ROU lease assets and liabilities recorded on the Company’s consolidated balance sheets consist of fixed lease payments. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. Additionally, certain leases contain variable payments such as vehicle leases with per-mile charges or retail leases with an additional rent payment based on store performance. These variable payments are expensed as incurred. The Company combines lease components and non-lease components for all asset classes for purposes of recognizing lease assets and liabilities. The Company determines its incremental borrowing rates based on information available at the lease commencement date in calculating the present value of lease payments. The Company reviews its ROU lease assets for indicators of impairment in the same manner as its other property and equipment as described in Note 1. Leases consist of the following: Assets Classification September 2022 September 2021 Operating Operating lease right-of-use assets $ 19,941,009 $ 17,846,529 Liabilities Current: Operating Operating lease liabilities $ 6,454,473 $ 5,513,390 Non-current: Operating Long-term operating lease liabilities 13,787,721 12,669,157 Total lease liabilities $ 20,242,194 $ 18,182,547 The components of lease costs were as follows: Fiscal Year 2022 Fiscal Year 2021 Operating lease cost $ 6,690,239 $ 6,152,332 Short-term lease cost 238,106 64,054 Variable lease cost 430,033 472,097 Net lease cost $ 7,358,378 $ 6,688,483 Maturities of lease liabilities as of September 2022 were as follows: Operating Leases 2023 $ 7,144,499 2024 5,367,189 2025 3,980,096 2026 2,804,444 2027 1,519,380 2028 and thereafter 1,141,210 Total lease payments 21,956,818 Less: interest (1,714,624) Present value of lease liabilities $ 20,242,194 Weighted-average remaining lease term and weighted-average discount rate information regarding the Company’s leases were as follows: Lease Term September 2022 September 2021 Weighted-average remaining lease term (years): Operating 4.0 4.0 Discount Rate Weighted-average discount rate: Operating 4.09 % 3.82 % Other information regarding the Company’s leases were as follows: Fiscal Year 2022 Fiscal Year 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 6,704,890 $ 6,490,457 Lease liabilities arising from obtaining new ROU assets: Operating leases $ 5,854,111 $ 1,873,972 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 6. GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill at September 2022 and September 2021 was as follows: September September Wholesale Segment 2022 2021 Beginning Balance $ 4,436,950 $ 4,436,950 Acquisition of Team Sledd, LLC 841,000 — Ending Balance $ 5,277,950 $ 4,436,950 Other intangible assets at September 2022 and September 2021 consisted of the following: September September 2022 2021 Customer list (Wholesale Segment) (less accumulated amortization of less than $0.1 million at September 2022) $ 1,401,945 $ — Non-competition agreement (Wholesale Segment) (less accumulated amortization of less than $0.1 million at September 2022) 191,168 — Trademarks and tradenames (Retail Segment) 500,000 500,000 $ 2,093,113 $ 500,000 Goodwill, 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 represents amounts allocated to its wholesale reporting unit which totaled approximately $5.3 million and $4.4 million at September 2022 and September 2021, respectively. The Company determined that the estimated fair value of its wholesale reporting unit exceeded its carrying value at both September 2022 and September 2021. At September 2022, identifiable intangible assets considered to have finite lives were represented by a customer list which is being amortized over fifteen years and a non-competition agreement which is being amortized over three years. These intangible assets are evaluated for accelerated attrition or amortization adjustments if warranted. Amortization expense related to these assets was $0.1 million during fiscal 2022. Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at September 2022: September 2022 Fiscal 2023 $ 170,130 Fiscal 2024 170,130 Fiscal 2025 139,304 Fiscal 2026 96,132 Fiscal 2027 96,132 Fiscal 2028 and thereafter 921,285 $ 1,593,113 |
DEBT
DEBT | 12 Months Ended |
Sep. 30, 2022 | |
DEBT | |
DEBT | 7. DEBT: The Company primarily finances its operations through two credit facility agreements (the “AMCON Facility” and the “Team Sledd Facility”, and together “the Facilities”) and long-term debt agreements with banks. In Q3 2022, the Company amended the AMCON Facility, increasing its aggregate borrowing capacity from $110.0 million to $150.0 million, extending the maturity date from March 2025 to June 2027, and adding certain real estate properties as eligible borrowing collateral under the credit agreement. At September 2022, the Facilities have a total combined borrowing capacity of $250.0 million, which includes provisions for up to $30.0 million in credit advances for certain inventory purchases. The Team Sledd Facility matures in March 2027 and the AMCON Facility matures in June 2027, 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 in the case of the AMCON Facility, certain of the Company’s real estate. The Facilities each feature an unused commitment fee and financial covenants including fixed charge coverage ratios. Borrowings under the Facilities bear interest at either the bank’s prime rate, the Secured Overnight Financing Rate (“SOFR”) or the London Interbank Offered Rate (“LIBOR”), 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 September 2022 was $184.8 million, of which $91.3 million was outstanding, leaving $93.5 million available. The average interest rate of the Facilities was 5.11% at September 2022. During fiscal 2022, the peak borrowings under the Facilities was $123.5 million, and the average borrowings and average availability under the Facilities was $60.7 million and $69.4 million, respectively. LONG-TERM DEBT In addition to the Facilities, the Company also had the following long-term obligations at September 2022 and September 2021. 2022 2021 Real Estate Loan, interest payable at a fixed rate of 3.625% with monthly installments of principal and interest of $47,399 through February 2025 with remaining principal due March 2025, collateralized by three distribution facilities $ — $ 4,498,213 Unsecured note payable, interest payable at a fixed rate of 4.50% with quarterly installments of principal and interest of $49,114 through June 2023 with remaining principal due September 2023 968,589 1,117,254 Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse 5,572,766 — Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse 2,052,327 — Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 2.90% at September 2022, collateralized by certain of Team Sledd's equipment 385,887 — 8,979,569 5,615,467 Less current maturities (1,595,309) (561,202) $ 7,384,260 $ 5,054,265 The aggregate minimum principal maturities of the long-term debt for each of the next five fiscal years are as follows: Fiscal Year Ending 2023 $ 1,595,309 2024 676,613 2025 806,357 2026 628,351 2027 653,243 2028 and thereafter 4,619,696 $ 8,979,569 Market rate risk for fixed rate debt is estimated as the potential increase in fair value of debt obligations resulting from decreases in interest rates. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of the Company’s long-term debt approximated its carrying value at September 2022. Cross Default and Co-Terminus Provisions The Company owns real estate in Bismarck, ND, Quincy, IL, and Rapid City, SD, which was financed through a single term loan (“the Real Estate Loan”) with BMO Harris Bank N.A. (“BMO”) which is also a participant lender on the AMCON Facility. During Q4 2022, in connection with the amendment to the AMCON Facility during Q3 2022, the Company’s Real Estate Loan with BMO was terminated and the $4.2 million remaining principal was paid in full. The Company’s real properties that were subject to the terminated agreement are now collateral under the AMCON Facility. The Real Estate Loan contained cross default provisions which would have caused the loan to be considered in default if the loans where BMO is a lender, including the AMCON Facility, were in default. There were no such cross defaults at September 2021. In addition, the Real Estate Loan contained co-terminus provisions which would have required all loans with BMO to be paid in full if any of the loans were paid in full prior to the end of their specified terms. Team Sledd’s three notes payable and the Team Sledd Facility contain cross default provisions. There were no such cross defaults at September 2022. The Company was in compliance with all of its financial covenants under the Facilities at September 2022. Other The Company has issued a letter of credit for $0.6 million to its workers’ compensation insurance carrier as part of its self-insured loss control program |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | 8. INCOME TAXES: The components of income tax expense from operations for fiscal 2022 and fiscal 2021 consisted of the following: 2022 2021 Current: Federal $ 4,437,197 $ 3,631,619 Current: State 1,238,823 1,144,728 5,676,020 4,776,347 Deferred: Federal 677,357 (233,907) Deferred: State 120,003 (41,440) 797,360 (275,347) Income tax expense $ 6,473,380 $ 4,501,000 The difference between the Company’s income tax expense in the accompanying consolidated financial statements and that which would be calculated using the statutory income tax rate of 21% for both fiscal 2022 and fiscal 2021 on income before income taxes is as follows: 2022 2021 Tax at statutory rate $ 4,509,855 $ 3,504,540 Nondeductible business expenses 1,333,491 232,684 State income taxes, net of federal tax benefit 1,072,735 867,567 Tax attributable to non-controlling interest (298,305) — Other (144,396) (103,791) $ 6,473,380 $ 4,501,000 Temporary differences between the financial statement carrying balances and tax basis of assets and liabilities giving rise to net deferred tax assets (liabilities) at September 2022 and September 2021 relates to the following: 2022 2021 Deferred tax assets: Allowance for doubtful accounts $ 281,927 $ 223,094 Accrued expenses 1,090,219 1,369,467 Inventory 414,239 362,466 Other 163,399 114,206 Net operating loss carry forwards - federal — 7,108 Net operating loss carry forwards - state 697,013 697,013 Total gross deferred tax assets 2,646,797 2,773,354 Less: Valuation allowance (697,013) (697,013) Total net deferred tax assets 1,949,784 2,076,341 Deferred tax liabilities: Trade discounts 418,660 356,901 Operating lease, right-of-use assets 91,954 — Property and equipment 2,337,447 2,101,463 Goodwill 921,799 921,799 Other 412,221 187,164 Intangible assets 96,291 40,242 Total deferred tax liabilities 4,278,372 3,607,569 Total net deferred income tax liability $ 2,328,588 $ 1,531,228 The Company had a valuation allowance of approximately $0.7 million at both September 2022 and September 2021, against certain state net operating losses, which more likely than not will not be utilized. The Company had no material unrecognized tax benefits, interest, or penalties during fiscal 2022 or fiscal 2021, and the Company does not anticipate any such items during the next twelve months. The Company’s policy is to record interest and penalties directly related to income taxes as income tax expense in the Consolidated Statements of Operations. The Company files income tax returns in the U.S. and various states and the tax years 2019 and forward remain open under U.S. and state statutes. |
SUPPLEMENTAL PRO FORMA INFORMAT
SUPPLEMENTAL PRO FORMA INFORMATION | 12 Months Ended |
Sep. 30, 2022 | |
SUPPLEMENTAL PRO FORMA INFORMATION | |
SUPPLEMENTAL PRO FORMA INFORMATION | 9. SUPPLEMENTAL PRO FORMA INFORMATION At September 2021, AMCON held a minority interest of approximately 49% in Team Sledd’s outstanding equity with a carrying value of $9.4 million, and accounted for its ownership interest as an equity method investment. During fiscal 2022, the Company’s equity method investment in Team Sledd became a controlling interest. At September 2022, the Company held a controlling interest in Team Sledd of approximately 56%. Team Sledd’s summarized financial data prior to the Control Date for the periods ended September 2022 and September 2021 was as follows: For the year ended September 2022 For the year ended September 2021 Sales $ 393,606,372 $ 684,539,392 Gross profit 21,759,753 34,962,326 Net income before income taxes 4,498,190 8,597,997 Net income attributable to AMCON, net of tax 1,670,133 3,357,978 The following table presents unaudited supplemental pro forma information for Team Sledd from the Control Date through September 2022, which is included in the Company’s consolidated results for fiscal 2022. Revenue $ 298,410,724 Net income available to common shareholders $ 3,220,702 The following table presents unaudited supplemental pro forma information assuming the Company acquired a 56% interest in Team Sledd on October 1, 2020. These pro forma amounts do not purport to be indicative of the actual results that would have been obtained had the acquisition occurred at that time. For the year ended September 2022 For the year ended September 2021 Revenue $ 2,404,404,758 $ 2,356,917,973 Net income available to common shareholders $ 16,789,976 $ 16,033,112 |
PROFIT SHARING PLANS
PROFIT SHARING PLANS | 12 Months Ended |
Sep. 30, 2022 | |
PROFIT SHARING PLANS | |
PROFIT SHARING PLANS | 10 . PROFIT SHARING PLANS: The Company sponsors two profit sharing plans (i.e., section 401(k) plans) covering substantially all employees. One plan (“the AMCON Plan”) covers the employees not employed by Team Sledd. The other plan (the “Team Sledd Plan” and together with the AMCON Plan, “the Plans”) covers the employees of Team Sledd. The Plans allow employees to make voluntary contributions up to 100% of their compensation, subject to Internal Revenue Service limits. Under the AMCON Plan, the Company matches 100% of the first 2% contributed and 50% of the next 4% contributed for a maximum match of 4% of employee compensation. Under the Team Sledd Plan, the Company matches 100% of employee contributions up to 5%. The Company made matching contributions to the Plans of approximately $1.2 million (net of employee forfeitures) in fiscal 2022 and contributions to the AMCON Plan of $1.0 million (net of employee forfeitures) in fiscal 2021, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES: Liability Insurance The Company carries property, general liability, vehicle liability, directors’ and officers’ liability and workers’ compensation insurance. Additionally, the Company carries an umbrella liability policy to provide excess coverage over the underlying limits of the aforementioned primary policies. The Company’s insurance programs for workers’ compensation, general liability, and employee related health care benefits are provided through high deductible or self-insured programs. Claims in excess of self-insurance levels are fully insured subject to policy limits. Accruals are based on historical claims experience, actual claims filed, and estimates of claims incurred but not reported. The Company’s liabilities for unpaid and incurred, but not reported claims, for workers’ compensation, general liability, and health insurance was $1.9 million at September 2022 and $1.5 million at September 2021. These amounts are included in accrued expenses in the accompanying Consolidated Balance Sheets. While the ultimate amount of claims incurred is dependent on future developments, in the Company’s opinion, recorded reserves are adequate to cover the future payment of claims previously incurred. However, it is possible that recorded reserves may not be adequate to cover the future payment of claims. Adjustments, if any, to claims estimates previously recorded, resulting from actual claim payments, are reflected in operations in the periods in which such adjustments are known. A summary of the activity in the Company’s self-insured liabilities reserve is set forth below (in millions): 2022 2021 Beginning balance $ 1.5 $ 1.5 Charged to expense 8.3 7.9 Payments (7.9) (7.9) Ending balance $ 1.9 $ 1.5 |
EQUITY-BASED INCENTIVE AWARDS
EQUITY-BASED INCENTIVE AWARDS | 12 Months Ended |
Sep. 30, 2022 | |
EQUITY-BASED INCENTIVE AWARDS | |
EQUITY-BASED INCENTIVE AWARDS | 12. EQUITY-BASED INCENTIVE AWARDS: Omnibus Plans The Company has three equity-based incentive plans, the 2014 Omnibus Incentive Plan, 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 was 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 195,000 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 September 2022, awards with respect to a total of 111,420 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plans and awards with respect to another 83,580 shares may be awarded under the Omnibus Plans. Stock Options No incentive stock options awards were issued during fiscal 2022 or fiscal 2021. Stock options issued by the Company expire ten years from the grant date and include a five year graded vesting schedule. At September 2022, the Company had no stock options outstanding and no stock options which were exercisable. The following is a summary of stock option activity during fiscal 2022: Weighted Number Average of Exercise Shares Price Outstanding at September 2021 22,250 $ 86.76 Granted — — Exercised (22,250) 86.76 Forfeited/Expired — — Outstanding at September 2022 — $ — Income from operations before income taxes included compensation expense related to the amortization of the Company’s stock option awards of $0.1 million during both fiscal 2022 and fiscal 2021. At September 2022, there was no unamortized compensation expense related to stock options. The aggregate intrinsic value of stock options outstanding was approximately $1.1 million at September 2021. The aggregate intrinsic value of stock options exercisable was approximately $0.9 million at September 2021. The total intrinsic value of stock options exercised was approximately $2.7 million in fiscal 2022 and approximately $0.9 million in fiscal 2021. The total fair value of stock options vested was approximately $1.4 million during fiscal 2022 and approximately $0.7 million during fiscal 2021. Restricted Stock Units At September 2022, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock unit awards to members of the Company’s management team pursuant to the provisions of the Company’s Omnibus Plans: Restricted Stock Units(1) Restricted Stock Units(2) Date of award: October 2019 October 2020 Original number of awards issued: 14,550 20,500 Service period: 36 months 36 months Estimated fair value of award at grant date: $ 1,007,000 $ 1,415,000 Non-vested awards outstanding at September 30, 2022: 4,851 13,668 Fair value of non-vested awards at September 30, 2022 of approximately: $ 1,019,000 $ 2,870,000 (1) 9,699 of the restricted stock units were vested as of September 2022. The remaining 4,851 restricted stock units will vest in October 2022. (2) 6,832 of the restricted stock units were vested as of September 2022. 6,834 restricted stock units will vest in October 2022 and 6,834 will vest in October 2023. There is no direct cost to the recipients of the restricted stock units, except for any applicable taxes. The recipients of the restricted stock units 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 restricted stock units provide that the recipients can elect, at their option, to receive either common stock in the Company, or a cash settlement based upon the closing price of the Company’s shares, at the time of vesting. Based on these award provisions, the compensation expense recorded in the Company’s Statement of Operations reflects the straight-line amortized fair value based on the liability method under “ASC 718 – Compensation – Stock Compensation Income from operations before income taxes included compensation expense related to the amortization of the Company’s restricted stock unit awards of approximately $2.3 million during both fiscal 2022 and fiscal 2021. These amounts were recorded as accrued expenses in the Company’s Consolidated Balance Sheets at both September 2022 and September 2021. The tax benefit related to this compensation expense was approximately $0.6 million in both fiscal 2022 and fiscal 2021. The total intrinsic value of restricted stock units vested during fiscal 2022 and fiscal 2021 was approximately $3.5 million and $2.1 million, respectively. At September 2022, total unamortized compensation expense for these awards based on the grant date fair value price was approximately $1.4 million. This unamortized compensation expense, plus any changes in the fair value of the awards through the settlement date, are expected to be amortized over approximately the next 12 months (the weighted-average period). The following summarizes restricted stock unit activity under the Omnibus Plans during fiscal 2022: Number Weighted of Average Shares Fair Value Nonvested restricted stock units at September 2021 35,220 $ 148.98 Granted — — Vested (16,701) 139.32 Expired — — Nonvested restricted stock units at September 2022 18,519 $ 210.00 Restricted Stock Awards At September 2022, 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) Date of award: October 2021 Original number of awards issued: 15,100 Service period: 36 months Estimated fair value of award at grant date: $ 2,088,934 Non-vested awards outstanding at September 30, 2022: 15,100 Fair value of non-vested awards at September 30, 2022 of approximately: $ 3,171,000 (1) The 15,100 restricted awards 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 fiscal 2022: Number Weighted of Average Shares Fair Value Nonvested restricted stock awards at September 2021 — $ — Granted 15,100 138.34 Vested — — Expired — — Nonvested restricted stock awards at September 2022 15,100 $ 210.00 Income from operations before income taxes included compensation expense related to the amortization of the Company’s restricted stock awards of approximately $0.7 million during fiscal 2022. At September 2022, total unamortized compensation expense related to restricted stock awards was approximately $1.4 million. This unamortized compensation expense is expected to be amortized over approximately the next 24 months. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Sep. 30, 2022 | |
BUSINESS SEGMENTS | |
BUSINESS SEGMENTS | 13. BUSINESS SEGMENTS: The Company has two reportable business segments: the wholesale distribution of consumer products which includes Team Sledd, and the retail sale of health and natural food products. The aggregation of the Company’s business operations into these business segments was based on a range of considerations including but not limited to the characteristics of each business, similarities in the nature and type of products sold, customer classes, methods used to sell the products and economic profiles. Included in the “Other” column are intercompany eliminations, equity method investment earnings, net of tax and assets held and charges incurred and income earned by our holding company. The segments are evaluated on revenues, gross margins, operating income (loss), and income (loss) from operations before taxes. Wholesale Retail Segment Segment Other Consolidated FISCAL YEAR ENDED 2022: External revenue: Cigarettes $ 1,328,196,494 $ — $ — $ 1,328,196,494 Tobacco 342,997,425 — — 342,997,425 Confectionery 117,227,090 — — 117,227,090 Health food — 46,206,417 — 46,206,417 Foodservice & other 176,170,959 — — 176,170,959 Total external revenue 1,964,591,968 46,206,417 — 2,010,798,385 Depreciation 2,366,108 1,206,845 — 3,572,953 Amortization 70,887 — — 70,887 Operating income (loss) 35,597,978 526,509 (13,523,120) 22,601,367 Interest expense 990,392 — 1,259,160 2,249,552 Income (loss) from operations before taxes 34,644,617 569,797 (13,738,910) 21,475,504 Equity method investment earnings, net of tax — — 1,670,133 1,670,133 Total assets 271,202,838 17,208,581 713,108 289,124,527 Capital expenditures 13,327,713 1,327,493 — 14,655,206 Wholesale Retail Segment Segment Other Consolidated FISCAL YEAR ENDED 2021: External revenue: Cigarettes $ 1,130,297,314 $ — $ — $ 1,130,297,314 Tobacco 264,453,836 — — 264,453,836 Confectionery 92,353,240 — — 92,353,240 Health food — 47,321,449 — 47,321,449 Foodservice & other 137,952,742 — — 137,952,742 Total external revenue 1,625,057,132 47,321,449 — 1,672,378,581 Depreciation 1,905,270 1,187,747 — 3,093,017 Operating income (loss) 24,477,037 1,797,250 (8,449,668) 17,824,619 Interest expense 199,392 — 1,140,168 1,339,560 Income (loss) from operations before taxes 24,354,719 1,809,130 (9,475,562) 16,688,287 Equity method investment earnings, net of tax — — 3,357,978 3,357,978 Total assets 157,038,710 18,179,614 13,192,805 188,411,129 Capital expenditures 1,251,617 402,514 — 1,654,131 |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Sep. 30, 2022 | |
TREASURY STOCK | |
TREASURY STOCK | 14. TREASURY STOCK: The Company did not repurchase any shares of its common stock during fiscal 2022. The Company repurchased a total of 68 shares of its common stock during fiscal 2021 for cash totaling less than $0.1 million. All repurchased shares were recorded in treasury stock at cost. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT: On October 25, 2022, the Compensation Committee of the Company’s Board of Directors awarded 15,100 shares of restricted stock to members of the Company’s executive management team, which include a three-year graded vesting schedule. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Company Operations | (a) Company Operations: AMCON Distributing Company and Subsidiaries (“AMCON” or “the Company”) serves customers in 29 states and is primarily engaged in the wholesale distribution of consumer products in the Central, Rocky Mountain, Mid-South and Mid-Atlantic regions of the United States. AMCON’s wholesale distribution business includes seven distribution centers that sell approximately 17,000 different consumer products, including cigarettes and tobacco products, candy and other confectionery, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. The Company distributes products primarily to retailers such as convenience stores, discount and general merchandise stores, grocery stores, drug stores, and gas stations. In addition, the Company services institutional customers, including restaurants and bars, schools, sports complexes, as well as other wholesalers. AMCON, through its Healthy Edge Inc. subsidiary, operates nineteen retail health food stores as Chamberlin’s Natural Foods (“Chamberlin’s”), Akin’s Natural Foods (“Akin’s”), and Earth Origins Market (“EOM”). These stores carry natural supplements, organic and natural groceries, health and beauty care products, and other food items. The Company’s operations are subject to a number of factors which are beyond the control of management, such as changes in manufacturers’ cigarette pricing, state excise tax increases, or the opening of competing retail stores in close proximity to the Company’s retail stores. While the Company sells a diversified product line, it remains dependent upon the sale of cigarettes which accounted for approximately 66% and 68% of the Company’s consolidated revenue during fiscal 2022 and fiscal 2021, respectively, and 18% and 16% of the Company’s consolidated gross profit during fiscal 2022 and fiscal 2021, respectively. |
Accounting Period | (b) Accounting Period: The Company’s fiscal year ends on September 30 th |
Principles of Consolidation and Basis of Presentation | (c) Principles of Consolidation and Basis of Presentation: The Consolidated Financial Statements include the accounts of AMCON, its wholly-owned subsidiaries and, since May 2022, its non-wholly-owned equity investment in Team Sledd, LLC (“Team Sledd”). All significant intercompany accounts and transactions have been eliminated. |
Cash and Accounts Payable | (d) Cash and Accounts Payable: AMCON utilizes a cash management system under which an overdraft is the normal book balance in the primary disbursing accounts. Overdrafts included in accounts payable at September 2022 and September 2021 totaled approximately $1.6 million and $1.0 million, respectively, and reflect checks drawn on the disbursing accounts that have been issued but have not yet cleared through the banking system. The Company’s policy has been to fund these outstanding checks as they clear with borrowings under its revolving credit facilities (see Note 7). These outstanding checks (book overdrafts) are classified as cash flows from operating activities in the Consolidated Statements of Cash Flows. |
Accounts Receivable | (e) Accounts Receivable: Accounts receivable consist primarily of amounts due to the Company from its normal business activities, including trade receivables from customers and other receivables primarily related to various rebate and promotional incentives with the Company’s suppliers. An allowance for doubtful accounts is maintained to reflect the expected uncollectibility of accounts receivable based on past collection history, evaluation of economic conditions as they may impact our customers, and specific risks identified in the portfolio. The Company determines the past due status of trade receivables based on our terms with each customer. Account balances are charged off against the allowance for doubtful accounts when collection efforts have been exhausted and the account receivable is deemed worthless. Any subsequent recoveries of charged off account balances are recorded as income in the period received. As of September 2022 and September 2021, receivables from transactions with customers, less allowance for doubtful accounts were $60.3 million and $34.3 million, respectively. |
Inventories | (f) Inventories: At September 2022 and September 2021, inventories in our wholesale segment consisted of finished goods and are stated at the lower of cost or net realizable value determined on a FIFO basis. 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 $1.1 million and $0.8 million at September 2022 and September 2021, respectively. These reserves include the Company’s obsolescence allowance, which reflects estimated unsaleable or non-refundable inventory based upon an evaluation of slow moving and discontinued products. |
Prepaid Expenses and Other Current Assets | (g) Prepaid Expenses and Other Current Assets: A summary of prepaid expenses and other current assets is as follows (in millions): September 2022 September 2021 Prepaid expenses $ 3.1 $ 1.6 Prepaid inventory 9.6 3.2 Note receivable, current portion — 0.2 $ 12.7 $ 5.0 Prepaid inventory represents inventory in-transit that has been paid for but not received. The note receivable between AMCON and Team Sledd is eliminated in consolidation. |
Property and Equipment | (h) Property and Equipment: Property and equipment are stated at cost less accumulated depreciation or amortization. Major renewals and improvements are capitalized and charged to expense over their useful lives through depreciation or amortization charges. Repairs and maintenance are charged to expense in the period incurred. The straight-line method of depreciation is used to depreciate assets over the estimated useful lives as follows: Years Land improvements 10 - 15 Warehouse equipment 3 - 20 Buildings and improvements 5 - 40 Furniture, fixtures and leasehold improvements 1 - 12 Vehicles 2 - 5 Costs and accumulated depreciation applicable to assets retired or sold are eliminated from the accounts, and the resulting gains or losses are reported as a component of operating income. The Company reviews property and equipment for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the asset group are estimated over the asset’s useful life of the primary asset and based on updated projections on an undiscounted basis. If the evaluation indicates that the carrying value of the asset group may not be recoverable, the potential impairment is determined based on the amount by which the carrying value of the asset group exceeds the fair value of the asset group. During fiscal 2022, the Company recorded an impairment of fixed assets in an amount less than $0.1 million as a result of Hurricane Ian. There was no impairment of any property and equipment during fiscal 2021. |
Leases | (i) Leases: Lease liabilities are equal to the present value of the remaining fixed lease payments. Right-of-use (“ROU”) assets are determined based on the amount of the lease liability, plus initial direct costs incurred less lease incentives. The Company determines its incremental borrowing rates based on information available at the lease commencement date in calculating the present value of its lease payments. The Company does not recognize assets or liabilities for leases with an initial term of twelve months or less and these short-term lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company elected the practical expedient to account for non-lease components as part of the lease for all asset classes. The Company reviews its ROU lease assets for indicators of impairment in the same manner as its other property and equipment as described above in (h) Property and Equipment |
Goodwill and Intangible Assets | (j) Goodwill and Intangible Assets: Goodwill consists of the excess purchase price paid in certain business combinations over the fair value of assets acquired and in the case of Team Sledd, represents synergies and economies of scale generated through reductions in selling, general, and administrative expenses. Intangible assets consist of trademarks, tradenames, and customer relationships acquired as part of acquisitions in addition to certain non-competition agreements. Goodwill, trademarks, and tradenames are considered to have indefinite lives. Goodwill and intangible assets having indefinite useful lives are not amortized into the results of operations, but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value. The Company performs its annual goodwill and intangible asset impairment assessment during the fourth fiscal quarter of each year. When evaluating the potential impairment of non-amortizable indefinite lived assets and goodwill, the Company first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, market prices, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If after completing this assessment, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative evaluation is performed using the income approach (discounted cash flow method). A discounted cash flow methodology requires the estimation of a wide range of factors including but not limited to: (i) forecasting future earnings and cash flows, (ii) determining the discount rate applicable to the earnings stream being discounted, and (iii) computing a terminal value at some point in the future. These estimations require significant judgment and include making assumptions such as sales growth rates including the addition of new retail stores, future store profitability, planned capital expenditures, our ability to control costs, the successful implementation of initiatives designed to enhance sales and improve inventory management, gross profit estimates, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. For goodwill impairment testing, the Company utilizes the guidance in Accounting Standards Codification (“ASC”) 350 - Intangibles - Goodwill and Other The Company’s identifiable intangible assets with finite lives are amortized over their estimated useful lives and are assessed for impairment whenever events or circumstances change which may indicate that the carrying amount of the assets may not be recoverable. Identifiable intangible assets which are subject to amortization are evaluated for impairment using a process similar to that used in evaluating the elements of property and equipment. If impaired, the related assets are written down to their estimated fair value. |
Equity Method Investment | (k) Equity Method Investment: The Company uses the equity method to account for its investment in an investee if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss (net of income taxes) of the investee is included in consolidated net earnings. Judgment regarding the level of influence over its equity method investment includes considering key factors such as the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing its equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and future prospects, and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified. See Note 2 (Acquisition) and Note 9 (Supplemental Pro Forma Information) for further information relating to the Company’s equity method investment. |
Revenue Recognition | (l) Revenue Recognition: The Company recognizes revenues when the performance obligation is satisfied, which is the point where control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For the majority of the Company’s customer arrangements, control transfers to customers at a point-in-time when goods have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods/services transfers to the customer. The timing of satisfaction of the performance obligation is not subject to significant judgment due to the simultaneous nature of the Company’s customer arrangements (same day creation and fulfillment). After the completion of its performance obligations, the Company has an unconditional right of payment from customers with varying collection and payment terms based on region, credit risk, and other situational factors . Customer receivables are included on the consolidated balance sheets less an allowance for doubtful accounts. The Company has elected the practical expedient permitting it to disregard financing components which may be deemed to be part of its transaction price as its customary payments terms are less than one year . |
Insurance | (m) Insurance: The Company’s workers’ compensation, general liability, and employee-related health care benefits are provided through high-deductible or self-insurance programs. As a result, the Company accrues for its workers’ compensation and general liability based upon a claim reserve analysis. The Company has issued a letter of credit in the amount of $0.6 million to its workers’ compensation insurance carrier as part of its loss control program. The reserve for incurred, but not reported, employee health care benefits is calculated using the Company’s historical claims experience rate, plus specific reserves for large claims. The reserves associated with the exposure to these liabilities are reviewed by management for adequacy at the end of each reporting period. |
Income Taxes | (n) Income Taxes: The Company uses the asset and liability method to calculate deferred income taxes. Deferred tax assets and liabilities are recognized on temporary differences between financial statement and tax bases of assets and liabilities using enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when we do not consider it more likely than not that some portion or all of the deferred tax assets will be realized. |
Share-Based Compensation | (o) Share-Based Compensation: The Company recognizes expense for its share-based compensation based on the fair value of the awards that are granted. The fair value of stock options are estimated at the date of grant using the Black-Scholes option pricing model. Option pricing methods require the input of highly subjective assumptions, including the expected stock price volatility. The fair value of restricted stock units is based on the period ending closing price of the Company’s common stock. Measured compensation cost is recognized ratably over the vesting period of the related share-based compensation award and is reflected in our Consolidated Statement of Operations under “selling, general and administrative expenses.” |
Customer Sales Incentives | (p) Customer Sales Incentives: The Company provides consideration to customers, such as sales allowances or discounts on a regular basis. In accordance with ASC 606, the Company estimates customer sales incentives due as sales are made and records them as a reduction of net sales. |
Excise Taxes | (q) Excise Taxes: Under ASC 606, the Company is primarily responsible for excise taxes levied on cigarette and other tobacco products and presents excise taxes as a component of revenue. |
Contract Costs | (r) Contract Costs: Under ASC 606, the Company expenses as incurred any incremental costs to obtain and fulfill customer contracts as the related amortization period would be one year or less. |
Per-share Results | (s) Per-share Results: Basic earnings or loss per share data are based on the weighted-average number of common shares outstanding during each period. Diluted earnings or loss per share data are based on the weighted-average number of common shares outstanding and the effect of all dilutive potential common shares including stock options and restricted stock units. |
Use of Estimates | (t) Use of Estimates: The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurements | (u) Fair Value Measurements: The Company’s financial assets and liabilities are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amount of trade accounts receivable, other receivables, trade accounts payable, accounts payable and other accrued liabilities approximates fair value because of the short maturity of these financial instruments. The carrying amount of the Company’s variable and fixed rate debt also approximates fair value. |
Mandatorily Redeemable Non-Controlling Interest | (v) Mandatorily Redeemable Non-Controlling Interest: Mandatorily redeemable non-controlling interest (“MRNCI”) recorded on the Company’s balance sheet represents the non-controlling interest in the Company’s strategic investment in Team Sledd LLC (“Team Sledd”). In conjunction with the finalization of the Company’s preliminary accounting for the Team Sledd acquisition described in Note 2, the Company determined the MRNCI should have been reported as a liability under ASC 480 – Distinguishing Liabilities From Equity (“ASC 480”) at June 2022. The Company is correcting its classification of the MRNCI from equity to a liability. The correction had an immaterial impact on fiscal 2022 third quarter net income available to common shareholders which increased by approximately $62,000, with no impact on net cash flows, and resulted in the removal of Non-controlling interest from the Condensed Consolidated Unaudited Statement of Shareholders’ Equity and Total Shareholders’ Equity. The following tables reflect the correction of the MRNCI from equity to liability in the June 2022 10-Q (in millions except for per share amounts): As of June 2022 As Reported As Corrected Condensed Consolidated Balance Sheet /1/ (Unaudited) Adjustment (Unaudited) Current mandatorily redeemable non-controlling interest $ — $ 1.7 $ 1.7 Total current liabilities $ 69.1 $ 1.7 $ 70.7 Deferred income tax liability, net $ 2.9 $ (0.2) $ 2.8 Mandatorily redeemable non-controlling interest, less current portion $ — $ 9.4 $ 9.4 Retained earnings $ 92.2 $ 0.1 $ 92.3 Total parent shareholders' equity $ 88.1 $ 0.1 $ 88.1 Non-controlling interest $ 11.0 $ (11.0) $ — Total shareholders' equity $ 99.1 $ (10.9) $ 88.1 Three months ended June 2022 Nine months ended June 2022 As Reported As Corrected As Reported As Corrected Condensed Consolidated Statements of Operations /1/ (Unaudited) Adjustment (Unaudited) (Unaudited) Adjustment (Unaudited) Change in fair value of mandatorily redeemable non-controlling interest $ — $ 0.7 $ 0.7 $ — $ 0.7 $ 0.7 Income from operations before income taxes $ 8.7 $ (0.7) $ 8.0 $ 15.9 $ (0.7) $ 15.2 Income tax expense (benefit) $ 2.4 $ (0.2) $ 2.2 $ 5.0 $ (0.2) $ 4.8 Net income $ 6.6 $ (0.5) $ 6.0 $ 12.6 $ (0.5) $ 12.1 Less: Net income attributable to non-controlling interest $ (0.6) $ 0.6 $ — $ (0.6) $ 0.6 $ — Net income attributable to common shareholders $ 6.0 $ 0.1 $ 6.0 $ 12.0 $ 0.1 $ 12.1 Basic earnings per share $ 10.50 $ 0.11 $ 10.61 $ 21.15 $ 0.11 $ 21.25 Diluted earnings per share $ 10.27 $ 0.11 $ 10.38 $ 20.62 $ 0.11 $ 20.72 Nine months ended June 2022 As Reported As Corrected Condensed Consolidated Statement of Cash Flows /1/ (Unaudited) Adjustment (Unaudited) Net income /2/ $ 12.6 $ (0.5) $ 12.1 Adjustments to reconcile net income to net cash flows from (used in) operating activities: Deferred income taxes $ 1.4 $ (0.2) $ 1.2 Change in fair value of mandatorily redeemable non-controlling interest $ — $ 0.7 $ 0.7 Net cash flows from (used in) operating activities $ 7.1 $ — $ 7.1 /1/ Items may not sum across due to rounding /2/ Line item prior to net income attributable to non-controlling interest The Company has elected to present the MRNCI liability at fair value under ASC 825 – Financial Instruments (“ASC 825”) as it believes this best represents the potential future liability and cash flows. As such, the MRNCI balance at September 2022 represents the fair value of the remaining future membership interest redemptions and other amounts due 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 Consolidated Statement of Operations. The Company estimates the probability and timing of future redemptions and earnings of Team Sledd based on management’s knowledge and assumptions of certain events as of each reporting date, including the timing of any future redemptions and an appropriate discount rate. At September 2022, the difference between the contractual amount due under the MRNCI and the fair value was approximately $0.1 million. The MRNCI is classified as Level 3 because of the Company’s reliance on unobservable assumptions. The following table presents changes in the fair value of the MRNCI since the Control Date (in millions): Initial measurement at the Control Date (see Note 2) $ 10.4 Distributions to non-controlling interest (0.7) Change in fair value 1.5 Fair value of MRNCI as of September 30, 2022 $ 11.2 Less current portion at fair value (1.7) $ 9.5 |
Business Combinations | (w) Business Combinations: The acquisition method of accounting for business combinations under ASC 805 – Business Combinations |
Accounting Pronouncements | (x) Accounting Pronouncements: Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This guidance is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for the Company) with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of prepaid expenses and other current assets | A summary of prepaid expenses and other current assets is as follows (in millions): September 2022 September 2021 Prepaid expenses $ 3.1 $ 1.6 Prepaid inventory 9.6 3.2 Note receivable, current portion — 0.2 $ 12.7 $ 5.0 |
Schedule of estimated useful lives of property and equipment | Years Land improvements 10 - 15 Warehouse equipment 3 - 20 Buildings and improvements 5 - 40 Furniture, fixtures and leasehold improvements 1 - 12 Vehicles 2 - 5 |
Schedule of revisions of previously issued consolidated financial statements | Mandatorily redeemable non-controlling interest (“MRNCI”) recorded on the Company’s balance sheet represents the non-controlling interest in the Company’s strategic investment in Team Sledd LLC (“Team Sledd”). In conjunction with the finalization of the Company’s preliminary accounting for the Team Sledd acquisition described in Note 2, the Company determined the MRNCI should have been reported as a liability under ASC 480 – Distinguishing Liabilities From Equity (“ASC 480”) at June 2022. The Company is correcting its classification of the MRNCI from equity to a liability. The correction had an immaterial impact on fiscal 2022 third quarter net income available to common shareholders which increased by approximately $62,000, with no impact on net cash flows, and resulted in the removal of Non-controlling interest from the Condensed Consolidated Unaudited Statement of Shareholders’ Equity and Total Shareholders’ Equity. The following tables reflect the correction of the MRNCI from equity to liability in the June 2022 10-Q (in millions except for per share amounts): As of June 2022 As Reported As Corrected Condensed Consolidated Balance Sheet /1/ (Unaudited) Adjustment (Unaudited) Current mandatorily redeemable non-controlling interest $ — $ 1.7 $ 1.7 Total current liabilities $ 69.1 $ 1.7 $ 70.7 Deferred income tax liability, net $ 2.9 $ (0.2) $ 2.8 Mandatorily redeemable non-controlling interest, less current portion $ — $ 9.4 $ 9.4 Retained earnings $ 92.2 $ 0.1 $ 92.3 Total parent shareholders' equity $ 88.1 $ 0.1 $ 88.1 Non-controlling interest $ 11.0 $ (11.0) $ — Total shareholders' equity $ 99.1 $ (10.9) $ 88.1 Three months ended June 2022 Nine months ended June 2022 As Reported As Corrected As Reported As Corrected Condensed Consolidated Statements of Operations /1/ (Unaudited) Adjustment (Unaudited) (Unaudited) Adjustment (Unaudited) Change in fair value of mandatorily redeemable non-controlling interest $ — $ 0.7 $ 0.7 $ — $ 0.7 $ 0.7 Income from operations before income taxes $ 8.7 $ (0.7) $ 8.0 $ 15.9 $ (0.7) $ 15.2 Income tax expense (benefit) $ 2.4 $ (0.2) $ 2.2 $ 5.0 $ (0.2) $ 4.8 Net income $ 6.6 $ (0.5) $ 6.0 $ 12.6 $ (0.5) $ 12.1 Less: Net income attributable to non-controlling interest $ (0.6) $ 0.6 $ — $ (0.6) $ 0.6 $ — Net income attributable to common shareholders $ 6.0 $ 0.1 $ 6.0 $ 12.0 $ 0.1 $ 12.1 Basic earnings per share $ 10.50 $ 0.11 $ 10.61 $ 21.15 $ 0.11 $ 21.25 Diluted earnings per share $ 10.27 $ 0.11 $ 10.38 $ 20.62 $ 0.11 $ 20.72 Nine months ended June 2022 As Reported As Corrected Condensed Consolidated Statement of Cash Flows /1/ (Unaudited) Adjustment (Unaudited) Net income /2/ $ 12.6 $ (0.5) $ 12.1 Adjustments to reconcile net income to net cash flows from (used in) operating activities: Deferred income taxes $ 1.4 $ (0.2) $ 1.2 Change in fair value of mandatorily redeemable non-controlling interest $ — $ 0.7 $ 0.7 Net cash flows from (used in) operating activities $ 7.1 $ — $ 7.1 /1/ Items may not sum across due to rounding /2/ Line item prior to net income attributable to non-controlling interest |
Schedule of mandatorily redeemable non-controlling interest | Initial measurement at the Control Date (see Note 2) $ 10.4 Distributions to non-controlling interest (0.7) Change in fair value 1.5 Fair value of MRNCI as of September 30, 2022 $ 11.2 Less current portion at fair value (1.7) $ 9.5 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
ACQUISITION | |
Schedule of acquisition-date fair value | Acquisition-date fair value of non-controlling interest $ 10,419,139 Acquisition-date fair value of previously held interest 12,897,443 Fair value of Team Sledd at the Control Date $ 23,316,582 Amounts of identifiable assets and liabilities at fair value: Cash $ 7,958 Accounts receivable 29,524,181 Inventories 42,896,135 Prepaid and other current assets 2,533,205 Property and equipment 21,002,604 Operating lease right-of use assets 1,501,996 Other intangible assets 1,664,000 Other assets 1,685,945 Liabilities assumed (78,340,442) Total identifiable net assets $ 22,475,582 Goodwill 841,000 $ 23,316,582 |
Schedule of intangible assets acquired | Acquisition-Date Useful Life Other Intangible Asset Fair Value (Years) Customer list $ 1,442,000 15 Non-competition agreement 222,000 3 $ 1,664,000 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
EARNINGS PER SHARE | |
Schedule of net earnings per share available to common shareholders | For Fiscal Years 2022 2021 Basic Basic Weighted average number of common shares outstanding 567,697 550,551 Net income available to common shareholders $ 16,672,257 $ 15,545,265 Net earnings per share available to common shareholders $ 29.37 $ 28.24 For Fiscal Years 2022 2021 Diluted Diluted Weighted average number of common shares outstanding 567,697 550,551 Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1) 15,365 17,552 Weighted average number of shares outstanding 583,062 568,103 Net income available to common shareholders $ 16,672,257 $ 15,545,265 Net earnings per share available to common shareholders $ 28.59 $ 27.36 (1) Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment | 2022 2021 Land and improvements $ 2,747,857 $ 773,068 Buildings and improvements 30,515,259 12,616,923 Warehouse equipment 17,488,059 15,859,084 Furniture, fixtures and leasehold improvements 14,190,976 13,426,684 Vehicles 4,531,831 4,085,971 Construction in progress 12,216,453 93,162 81,690,435 46,854,892 Less accumulated depreciation: (33,604,915) (30,842,368) Property and equipment, net $ 48,085,520 $ 16,012,524 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
Schedule of leases | Assets Classification September 2022 September 2021 Operating Operating lease right-of-use assets $ 19,941,009 $ 17,846,529 Liabilities Current: Operating Operating lease liabilities $ 6,454,473 $ 5,513,390 Non-current: Operating Long-term operating lease liabilities 13,787,721 12,669,157 Total lease liabilities $ 20,242,194 $ 18,182,547 |
Schedule of components of lease costs | Fiscal Year 2022 Fiscal Year 2021 Operating lease cost $ 6,690,239 $ 6,152,332 Short-term lease cost 238,106 64,054 Variable lease cost 430,033 472,097 Net lease cost $ 7,358,378 $ 6,688,483 |
Schedule of maturities of lease liabilities | Operating Leases 2023 $ 7,144,499 2024 5,367,189 2025 3,980,096 2026 2,804,444 2027 1,519,380 2028 and thereafter 1,141,210 Total lease payments 21,956,818 Less: interest (1,714,624) Present value of lease liabilities $ 20,242,194 |
Schedule of weighted-average remaining lease term and weighted-average discount rate | Lease Term September 2022 September 2021 Weighted-average remaining lease term (years): Operating 4.0 4.0 Discount Rate Weighted-average discount rate: Operating 4.09 % 3.82 % |
Schedule of other information regarding the Company's leases | Fiscal Year 2022 Fiscal Year 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 6,704,890 $ 6,490,457 Lease liabilities arising from obtaining new ROU assets: Operating leases $ 5,854,111 $ 1,873,972 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of goodwill | September September Wholesale Segment 2022 2021 Beginning Balance $ 4,436,950 $ 4,436,950 Acquisition of Team Sledd, LLC 841,000 — Ending Balance $ 5,277,950 $ 4,436,950 |
Schedule of other intangible assets | September September 2022 2021 Customer list (Wholesale Segment) (less accumulated amortization of less than $0.1 million at September 2022) $ 1,401,945 $ — Non-competition agreement (Wholesale Segment) (less accumulated amortization of less than $0.1 million at September 2022) 191,168 — Trademarks and tradenames (Retail Segment) 500,000 500,000 $ 2,093,113 $ 500,000 |
Schedule of estimated future amortization expense related to identifiable intangible assets with finite lives | September 2022 Fiscal 2023 $ 170,130 Fiscal 2024 170,130 Fiscal 2025 139,304 Fiscal 2026 96,132 Fiscal 2027 96,132 Fiscal 2028 and thereafter 921,285 $ 1,593,113 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
DEBT | |
Schedule of long-term obligations | 2022 2021 Real Estate Loan, interest payable at a fixed rate of 3.625% with monthly installments of principal and interest of $47,399 through February 2025 with remaining principal due March 2025, collateralized by three distribution facilities $ — $ 4,498,213 Unsecured note payable, interest payable at a fixed rate of 4.50% with quarterly installments of principal and interest of $49,114 through June 2023 with remaining principal due September 2023 968,589 1,117,254 Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse 5,572,766 — Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse 2,052,327 — Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 2.90% at September 2022, collateralized by certain of Team Sledd's equipment 385,887 — 8,979,569 5,615,467 Less current maturities (1,595,309) (561,202) $ 7,384,260 $ 5,054,265 |
Schedule of minimum principal maturities of the long-term debt | Fiscal Year Ending 2023 $ 1,595,309 2024 676,613 2025 806,357 2026 628,351 2027 653,243 2028 and thereafter 4,619,696 $ 8,979,569 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
Schedule of components of income tax expense from operations | 2022 2021 Current: Federal $ 4,437,197 $ 3,631,619 Current: State 1,238,823 1,144,728 5,676,020 4,776,347 Deferred: Federal 677,357 (233,907) Deferred: State 120,003 (41,440) 797,360 (275,347) Income tax expense $ 6,473,380 $ 4,501,000 |
Schedule of difference between the income tax expense and that which would be calculated using the statutory income tax rate | 2022 2021 Tax at statutory rate $ 4,509,855 $ 3,504,540 Nondeductible business expenses 1,333,491 232,684 State income taxes, net of federal tax benefit 1,072,735 867,567 Tax attributable to non-controlling interest (298,305) — Other (144,396) (103,791) $ 6,473,380 $ 4,501,000 |
Schedule of temporary differences between the financial statement carrying balances and tax basis of assets and liabilities giving rise to a net deferred tax asset (liabilities) | 2022 2021 Deferred tax assets: Allowance for doubtful accounts $ 281,927 $ 223,094 Accrued expenses 1,090,219 1,369,467 Inventory 414,239 362,466 Other 163,399 114,206 Net operating loss carry forwards - federal — 7,108 Net operating loss carry forwards - state 697,013 697,013 Total gross deferred tax assets 2,646,797 2,773,354 Less: Valuation allowance (697,013) (697,013) Total net deferred tax assets 1,949,784 2,076,341 Deferred tax liabilities: Trade discounts 418,660 356,901 Operating lease, right-of-use assets 91,954 — Property and equipment 2,337,447 2,101,463 Goodwill 921,799 921,799 Other 412,221 187,164 Intangible assets 96,291 40,242 Total deferred tax liabilities 4,278,372 3,607,569 Total net deferred income tax liability $ 2,328,588 $ 1,531,228 |
SUPPLEMENTAL PRO FORMA INFORM_2
SUPPLEMENTAL PRO FORMA INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUPPLEMENTAL PRO FORMA INFORMATION | |
Summarized financial data of equity investee | For the year ended September 2022 For the year ended September 2021 Sales $ 393,606,372 $ 684,539,392 Gross profit 21,759,753 34,962,326 Net income before income taxes 4,498,190 8,597,997 Net income attributable to AMCON, net of tax 1,670,133 3,357,978 |
Summary of unaudited supplemental pro forma information | Revenue $ 298,410,724 Net income available to common shareholders $ 3,220,702 For the year ended September 2022 For the year ended September 2021 Revenue $ 2,404,404,758 $ 2,356,917,973 Net income available to common shareholders $ 16,789,976 $ 16,033,112 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
Summary of self-insured liabilities reserve | A summary of the activity in the Company’s self-insured liabilities reserve is set forth below (in millions): 2022 2021 Beginning balance $ 1.5 $ 1.5 Charged to expense 8.3 7.9 Payments (7.9) (7.9) Ending balance $ 1.9 $ 1.5 |
EQUITY-BASED INCENTIVE AWARDS (
EQUITY-BASED INCENTIVE AWARDS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
EQUITY-BASED INCENTIVE AWARDS | |
Summary of stock options activity | Weighted Number Average of Exercise Shares Price Outstanding at September 2021 22,250 $ 86.76 Granted — — Exercised (22,250) 86.76 Forfeited/Expired — — Outstanding at September 2022 — $ — |
Schedule of restricted stock unit awards | Restricted Stock Units(1) Restricted Stock Units(2) Date of award: October 2019 October 2020 Original number of awards issued: 14,550 20,500 Service period: 36 months 36 months Estimated fair value of award at grant date: $ 1,007,000 $ 1,415,000 Non-vested awards outstanding at September 30, 2022: 4,851 13,668 Fair value of non-vested awards at September 30, 2022 of approximately: $ 1,019,000 $ 2,870,000 (1) 9,699 of the restricted stock units were vested as of September 2022. The remaining 4,851 restricted stock units will vest in October 2022. (2) 6,832 of the restricted stock units were vested as of September 2022. 6,834 restricted stock units will vest in October 2022 and 6,834 will vest in October 2023. |
Summary of restricted stock unit awards activity | Number Weighted of Average Shares Fair Value Nonvested restricted stock units at September 2021 35,220 $ 148.98 Granted — — Vested (16,701) 139.32 Expired — — Nonvested restricted stock units at September 2022 18,519 $ 210.00 |
Schedule of restricted stock awards | Restricted Stock Awards(1) Date of award: October 2021 Original number of awards issued: 15,100 Service period: 36 months Estimated fair value of award at grant date: $ 2,088,934 Non-vested awards outstanding at September 30, 2022: 15,100 Fair value of non-vested awards at September 30, 2022 of approximately: $ 3,171,000 (1) The 15,100 restricted awards |
Summary of restricted stock awards activity | Number Weighted of Average Shares Fair Value Nonvested restricted stock awards at September 2021 — $ — Granted 15,100 138.34 Vested — — Expired — — Nonvested restricted stock awards at September 2022 15,100 $ 210.00 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
BUSINESS SEGMENTS | |
Schedule of segment information | Wholesale Retail Segment Segment Other Consolidated FISCAL YEAR ENDED 2022: External revenue: Cigarettes $ 1,328,196,494 $ — $ — $ 1,328,196,494 Tobacco 342,997,425 — — 342,997,425 Confectionery 117,227,090 — — 117,227,090 Health food — 46,206,417 — 46,206,417 Foodservice & other 176,170,959 — — 176,170,959 Total external revenue 1,964,591,968 46,206,417 — 2,010,798,385 Depreciation 2,366,108 1,206,845 — 3,572,953 Amortization 70,887 — — 70,887 Operating income (loss) 35,597,978 526,509 (13,523,120) 22,601,367 Interest expense 990,392 — 1,259,160 2,249,552 Income (loss) from operations before taxes 34,644,617 569,797 (13,738,910) 21,475,504 Equity method investment earnings, net of tax — — 1,670,133 1,670,133 Total assets 271,202,838 17,208,581 713,108 289,124,527 Capital expenditures 13,327,713 1,327,493 — 14,655,206 Wholesale Retail Segment Segment Other Consolidated FISCAL YEAR ENDED 2021: External revenue: Cigarettes $ 1,130,297,314 $ — $ — $ 1,130,297,314 Tobacco 264,453,836 — — 264,453,836 Confectionery 92,353,240 — — 92,353,240 Health food — 47,321,449 — 47,321,449 Foodservice & other 137,952,742 — — 137,952,742 Total external revenue 1,625,057,132 47,321,449 — 1,672,378,581 Depreciation 1,905,270 1,187,747 — 3,093,017 Operating income (loss) 24,477,037 1,797,250 (8,449,668) 17,824,619 Interest expense 199,392 — 1,140,168 1,339,560 Income (loss) from operations before taxes 24,354,719 1,809,130 (9,475,562) 16,688,287 Equity method investment earnings, net of tax — — 3,357,978 3,357,978 Total assets 157,038,710 18,179,614 13,192,805 188,411,129 Capital expenditures 1,251,617 402,514 — 1,654,131 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Sep. 30, 2022 USD ($) item store state | Sep. 30, 2021 USD ($) | |
Number of states served | state | 29 | |
Accounts Receivable | ||
Receivables from transactions with customers, less allowance for doubtful accounts | $ 60,300,000 | $ 34,300,000 |
Inventories | ||
Total reserves on finished goods | 1,100,000 | 800,000 |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses | 3,100,000 | 1,600,000 |
Prepaid inventory | 9,600,000 | 3,200,000 |
Note receivable, current portion | 200,000 | |
Prepaid and other current assets | 12,702,084 | 4,999,125 |
Accounts payable | ||
Cash and Accounts Payable | ||
Overdrafts | $ 1,600,000 | $ 1,000,000 |
Cigarettes Product | Percentage of consolidated revenue | Product concentration risk | ||
Concentration of cigarette sales | 66% | 68% |
Cigarettes Product | Percentage of consolidated gross profit | Product concentration risk | ||
Concentration of cigarette sales | 18% | 16% |
Wholesale Segment | ||
Number of distribution centers | item | 7 | |
Number of products sold or distributed | item | 17,000 | |
Retail Segment | ||
Number of operating health food retail stores | store | 19 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment to Accounting Pronouncements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property and Equipment | ||
Impairment of property and equipment | $ 0 | |
Revenue Recognition | ||
Practical expedient, financing components | true | |
Insurance | ||
Letter of credit issued for worker's compensation insurance carrier as part of the entity's self-insured loss control program | $ 0.6 | |
Contract Costs | ||
Practical expedient to expense as incurred any incremental costs to obtain and fulfill customer contracts | true | |
Maximum | ||
Property and Equipment | ||
Impairment of property and equipment | $ 0.1 | |
Land improvements | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 10 years | |
Land improvements | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 15 years | |
Warehouse equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 3 years | |
Warehouse equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 20 years | |
Buildings and improvements | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 5 years | |
Buildings and improvements | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 40 years | |
Furniture, fixtures and leasehold improvements | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 1 year | |
Furniture, fixtures and leasehold improvements | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 12 years | |
Vehicles | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 2 years | |
Vehicles | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Balance Sheet (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Current mandatorily redeemable non-controlling interest | $ 1,712,095 | $ 1,700,000 | ||
Total current liabilities | 71,981,657 | 70,700,000 | $ 47,135,601 | |
Deferred income tax liability, net | 2,328,588 | 2,800,000 | 1,531,228 | |
Mandatorily redeemable non-controlling interest, less current portion | 9,446,460 | 9,400,000 | ||
Retained earnings | 96,784,353 | 92,300,000 | 83,552,298 | |
Total parent shareholders' equity | $ 92,829,435 | 88,100,000 | $ 77,612,626 | $ 64,791,540 |
Total shareholders' equity | 88,100,000 | |||
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current liabilities | 69,100,000 | |||
Deferred income tax liability, net | 2,900,000 | |||
Retained earnings | 92,200,000 | |||
Total parent shareholders' equity | 88,100,000 | |||
Non-controlling interest | 11,000,000 | |||
Total shareholders' equity | 99,100,000 | |||
Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Current mandatorily redeemable non-controlling interest | 1,700,000 | |||
Total current liabilities | 1,700,000 | |||
Deferred income tax liability, net | (200,000) | |||
Mandatorily redeemable non-controlling interest, less current portion | 9,400,000 | |||
Retained earnings | 100,000 | |||
Total parent shareholders' equity | 100,000 | |||
Non-controlling interest | (11,000,000) | |||
Total shareholders' equity | $ (10,900,000) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Statements of Operations (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Change in fair value of mandatorily redeemable non-controlling interest | $ 700,000 | $ 1,500,000 | $ 700,000 | $ 1,476,986 | |
Income (loss) from operations before taxes | 8,000,000 | 15,200,000 | 21,475,504 | $ 16,688,287 | |
Income tax expense (benefit) | 2,200,000 | 4,800,000 | 6,473,380 | 4,501,000 | |
Net income | 6,000,000 | 12,100,000 | 16,672,257 | 15,545,265 | |
Net income available to common shareholders | $ 6,000,000 | $ 12,100,000 | $ 16,672,257 | $ 15,545,265 | |
Basic earnings per share available to common shareholders | $ 10.61 | $ 21.25 | $ 29.37 | $ 28.24 | |
Diluted earnings per share available to common shareholders | $ 10.38 | $ 20.72 | $ 28.59 | $ 27.36 | |
As Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Income (loss) from operations before taxes | $ 8,700,000 | $ 15,900,000 | |||
Income tax expense (benefit) | 2,400,000 | 5,000,000 | |||
Net income | 6,600,000 | 12,600,000 | |||
Less: Net income attributable to non-controlling interest | (600,000) | (600,000) | |||
Net income available to common shareholders | $ 6,000,000 | $ 12,000,000 | |||
Basic earnings per share available to common shareholders | $ 10.50 | $ 21.15 | |||
Diluted earnings per share available to common shareholders | $ 10.27 | $ 20.62 | |||
Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Change in fair value of mandatorily redeemable non-controlling interest | $ 700,000 | $ 700,000 | |||
Income (loss) from operations before taxes | (700,000) | (700,000) | |||
Income tax expense (benefit) | (200,000) | (200,000) | |||
Net income | (500,000) | (500,000) | |||
Less: Net income attributable to non-controlling interest | 600,000 | 600,000 | |||
Net income available to common shareholders | $ 62,000 | $ 100,000 | |||
Basic earnings per share available to common shareholders | $ 0.11 | $ 0.11 | |||
Diluted earnings per share available to common shareholders | $ 0.11 | $ 0.11 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | $ 6,000,000 | $ 12,100,000 | $ 16,672,257 | $ 15,545,265 | |
Adjustments to reconcile net income to net cash flows from (used in) operating activities: | |||||
Deferred income taxes | 1,200,000 | 797,360 | (275,347) | ||
Change in fair value of mandatorily redeemable non-controlling interest | 700,000 | $ 1,500,000 | 700,000 | 1,476,986 | |
Net cash flows from (used in) operating activities | 7,100,000 | $ 22,890,076 | $ 20,935,640 | ||
As Reported | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | 6,600,000 | 12,600,000 | |||
Adjustments to reconcile net income to net cash flows from (used in) operating activities: | |||||
Deferred income taxes | 1,400,000 | ||||
Net cash flows from (used in) operating activities | 7,100,000 | ||||
Adjustment | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | (500,000) | (500,000) | |||
Adjustments to reconcile net income to net cash flows from (used in) operating activities: | |||||
Deferred income taxes | (200,000) | ||||
Change in fair value of mandatorily redeemable non-controlling interest | $ 700,000 | $ 700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Mandatorily Redeemable Non-Controlling Interest (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Initial measurement at the Control Date | $ 10,400,000 | |||
Distributions to non-controlling interest | (700,000) | |||
Change in fair value | $ 700,000 | 1,500,000 | $ 700,000 | $ 1,476,986 |
Fair value of MRNCI as of September 30, 2022 | 11,200,000 | 11,200,000 | ||
Less current portion at fair value | $ (1,700,000) | (1,712,095) | $ (1,700,000) | (1,712,095) |
Noncurrent portion at fair value | 9,500,000 | 9,500,000 | ||
Contractual amount due under MRNCI | $ 100,000 | $ 100,000 |
ACQUISITION - Additional Inform
ACQUISITION - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
May 31, 2022 | Sep. 30, 2022 | |
EQUITY METHOD INVESTMENT | ||
Remeasurement gain | $ 2,387,411 | |
Team Sledd | ||
EQUITY METHOD INVESTMENT | ||
Controlling interest (as a percent) | 56% | 56% |
Preliminary total fair value | $ 23,316,582 | |
Deferred tax liability | 600,000 | |
Team Sledd | Other income | ||
EQUITY METHOD INVESTMENT | ||
Remeasurement gain | $ 2,400,000 |
ACQUISITION - Acquisition-date
ACQUISITION - Acquisition-date Fair Value, Recognized Assets and Liabilities and Goodwill (Details) - USD ($) | 1 Months Ended | ||
May 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Preliminary amounts of identifiable assets and liabilities at fair value: | |||
Goodwill | $ 5,277,950 | $ 4,436,950 | |
Team Sledd | |||
Acquisition | |||
Acquisition-date fair value of non-controlling interest | $ 10,419,139 | ||
Acquisition-date fair value of previously held interest | 12,897,443 | ||
Fair value of Team Sledd at the Control Date | 23,316,582 | ||
Preliminary amounts of identifiable assets and liabilities at fair value: | |||
Cash | 7,958 | ||
Accounts receivable | 29,524,181 | ||
Inventories | 42,896,135 | ||
Prepaid and other current assets | 2,533,205 | ||
Property and equipment | 21,002,604 | ||
Operating lease right-of use assets | 1,501,996 | ||
Other intangible assets | 1,664,000 | ||
Other assets | 1,685,945 | ||
Liabilities assumed | (78,340,442) | ||
Total identifiable net assets | 22,475,582 | ||
Goodwill | 841,000 | ||
Fair value of Team Sledd at the Control Date | 23,316,582 | ||
Amount of gross contractual amounts receivable more than their acquisition-date fair value | $ 1,700,000 |
ACQUISITION - Other Intangible
ACQUISITION - Other Intangible Asset Acquired (Details) - Team Sledd | 1 Months Ended |
May 31, 2022 USD ($) | |
Intangible assets | |
Acquisition-Date Fair Value | $ 1,664,000 |
Customer list | |
Intangible assets | |
Acquisition-Date Fair Value | $ 1,442,000 |
Useful Life (Years) | 15 years |
Non-competition agreement | |
Intangible assets | |
Acquisition-Date Fair Value | $ 222,000 |
Useful Life (Years) | 3 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
EARNINGS PER SHARE | ||||
Weighted average number of common shares outstanding, Basic | 567,697 | 550,551 | ||
Net income available to common shareholders, Basic | $ 16,672,257 | $ 15,545,265 | ||
Net earnings per share available to common shareholders, Basic (in dollars per share) | $ 10.61 | $ 21.25 | $ 29.37 | $ 28.24 |
Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock | 15,365 | 17,552 | ||
Weighted average number of shares outstanding, Diluted | 583,062 | 568,103 | ||
Net income available to common shareholders, Diluted | $ 16,672,257 | $ 15,545,265 | ||
Net earnings per share available to common shareholders, Diluted (in dollars per share) | $ 10.38 | $ 20.72 | $ 28.59 | $ 27.36 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | $ 81,690,435 | $ 46,854,892 |
Less accumulated depreciation: | (33,604,915) | (30,842,368) |
Property and equipment, net | 48,085,520 | 16,012,524 |
Interest costs capitalized | 100,000 | |
Land and improvements | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 2,747,857 | 773,068 |
Buildings and improvements | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 30,515,259 | 12,616,923 |
Warehouse equipment | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 17,488,059 | 15,859,084 |
Furniture, fixtures and leasehold improvements | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 14,190,976 | 13,426,684 |
Vehicles | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 4,531,831 | 4,085,971 |
Construction in progress | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | $ 12,216,453 | $ 93,162 |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
LEASES | ||
Options to renew | true | |
Options to terminate | true | |
Operating lease right-of-use assets, net | $ 19,941,009 | $ 17,846,529 |
Current operating lease liabilities | 6,454,473 | 5,513,390 |
Non-current operating lease liabilities | 13,787,721 | 12,669,157 |
Total lease liabilities | $ 20,242,194 | $ 18,182,547 |
LEASES - Components of lease co
LEASES - Components of lease costs (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
LEASES | ||
Operating lease cost | $ 6,690,239 | $ 6,152,332 |
Short-term lease cost | 238,106 | 64,054 |
Variable lease cost | 430,033 | 472,097 |
Net lease cost | $ 7,358,378 | $ 6,688,483 |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Operating Leases | ||
2023 | $ 7,144,499 | |
2024 | 5,367,189 | |
2025 | 3,980,096 | |
2026 | 2,804,444 | |
2027 | 1,519,380 | |
2028 and thereafter | 1,141,210 | |
Total lease payments | 21,956,818 | |
Less: interest | (1,714,624) | |
Present value of lease liabilities | $ 20,242,194 | $ 18,182,547 |
LEASES - Weighted-average remai
LEASES - Weighted-average remaining lease term and weighted-average discount rate (Details) | Sep. 30, 2022 | Sep. 30, 2021 |
LEASES | ||
Operating, weighted-average remaining lease term | 4 years | 4 years |
Operating, weighted-average discount rate | 4.09% | 3.82% |
LEASES - Other information (Det
LEASES - Other information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used by operating leases | $ 6,704,890 | $ 6,490,457 |
Lease liabilities arising from obtaining new ROU assets: | ||
Operating leases | $ 5,854,111 | $ 1,873,972 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill by reporting segment | |
Goodwill, Beginning Balance | $ 4,436,950 |
Goodwill, Ending Balance | 5,277,950 |
Wholesale Segment | |
Goodwill by reporting segment | |
Goodwill, Beginning Balance | 4,436,950 |
Acquisition of Team Sledd, LLC | 841,000 |
Goodwill, Ending Balance | $ 5,277,950 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Other intangible assets, net | $ 2,093,113 | $ 500,000 |
Trademarks and tradenames | Retail Segment | ||
Other intangible assets, net | 500,000 | $ 500,000 |
Customer list | Wholesale Segment | ||
Other intangible assets, net | 1,401,945 | |
Customer list | Wholesale Segment | Maximum | ||
Accumulated amortization | 100,000 | |
Non-competition agreement | Wholesale Segment | ||
Other intangible assets, net | 191,168 | |
Non-competition agreement | Wholesale Segment | Maximum | ||
Accumulated amortization | $ 100,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill | $ 5,277,950 | $ 4,436,950 | |
Amortization expense related to finite-lived intangible assets | $ 100,000 | ||
Customer list | |||
Amortization period (in years) | 15 years | ||
Non-competition agreement | |||
Amortization period (in years) | 3 years | ||
Wholesale Segment | |||
Goodwill | $ 5,277,950 | $ 4,436,950 | $ 4,436,950 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) | Sep. 30, 2022 USD ($) |
Estimated future amortization expense related to identifiable intangible assets with finite lives | |
Fiscal 2023 | $ 170,130 |
Fiscal 2024 | 170,130 |
Fiscal 2025 | 139,304 |
Fiscal 2026 | 96,132 |
Fiscal 2027 | 96,132 |
Fiscal 2028 and thereafter | 921,285 |
Total | $ 1,593,113 |
DEBT - Credit Facilities (Detai
DEBT - Credit Facilities (Details) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 USD ($) item | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Revolving credit facility | |||
Number of credit facility agreements | item | 2 | ||
Facilities | |||
Revolving credit facility | |||
Borrowing capacity | $ 250 | ||
Maximum credit advances for certain inventory purchases under the facilities | 30 | ||
Credit limit | 184.8 | ||
Outstanding borrowings | 91.3 | ||
Credit available | $ 93.5 | ||
Average interest rate | 5.11% | ||
Peak borrowings | $ 123.5 | ||
Average borrowings | 60.7 | ||
Average availability | $ 69.4 | ||
AMCON Facility | |||
Revolving credit facility | |||
Borrowing capacity | $ 150 | $ 110 |
DEBT - Long-Term Debt (Details)
DEBT - Long-Term Debt (Details) | 12 Months Ended | |
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) item | |
Long-term obligations | ||
Long-term debt | $ 8,979,569 | $ 5,615,467 |
Less current maturities | (1,595,309) | (561,202) |
Long-term debt less current maturities | 7,384,260 | 5,054,265 |
3.625% Real Estate Loan | ||
Long-term obligations | ||
Long-term debt | $ 4,498,213 | |
Fixed interest rate (as a percent) | 3.625% | |
Periodic installments of principal and interest | $ 47,399 | |
Number of owned distribution facilities which collateralize debt instrument | item | 3 | |
4.50% Unsecured Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 968,589 | $ 1,117,254 |
Fixed interest rate (as a percent) | 4.50% | 4.50% |
Periodic installments of principal and interest | $ 49,114 | $ 49,114 |
4.10% Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 5,572,766 | |
Fixed interest rate (as a percent) | 4.10% | |
Periodic installments of principal and interest | $ 53,361 | |
3.25% Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 2,052,327 | |
Fixed interest rate (as a percent) | 3.25% | |
Periodic installments of principal and interest | $ 17,016 | |
2.90% Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 385,887 | |
Fixed interest rate (as a percent) | 2.90% | |
Periodic installments of principal and interest | $ 7,934 |
DEBT - Long-Term Debt - Aggrega
DEBT - Long-Term Debt - Aggregate Minimum Principal Maturities (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Minimum principal maturities | ||
2023 | $ 1,595,309 | |
2024 | 676,613 | |
2025 | 806,357 | |
2026 | 628,351 | |
2027 | 653,243 | |
2028 and thereafter | 4,619,696 | |
Long-term debt | $ 8,979,569 | $ 5,615,467 |
DEBT - Cross Default and Co-Ter
DEBT - Cross Default and Co-Terminus Provisions and Other (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) item | Sep. 30, 2021 USD ($) item | |
Long-term obligations | |||
Principal payments on long-term debt | $ | $ 4,909,548 | $ 510,177 | |
Number of cross defaults | item | 0 | ||
Number of notes payable containing cross default provisions | item | 3 | ||
Letter of credit issued for worker's compensation insurance carrier as part of the entity's self-insured loss control program | $ | $ 600,000 | $ 600,000 | |
3.625% Real Estate Loan | |||
Long-term obligations | |||
Principal payments on long-term debt | $ | $ 4,200,000 | ||
Number of cross defaults | item | 0 |
INCOME TAXES - Components of in
INCOME TAXES - Components of income Tax Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Components of income tax expense from operations | ||||
Current: Federal | $ 4,437,197 | $ 3,631,619 | ||
Current: State | 1,238,823 | 1,144,728 | ||
Current income tax expense | 5,676,020 | 4,776,347 | ||
Deferred: Federal | 677,357 | (233,907) | ||
Deferred: State | 120,003 | (41,440) | ||
Deferred income tax expense | $ 1,200,000 | 797,360 | (275,347) | |
Income tax expense | $ 2,200,000 | $ 4,800,000 | $ 6,473,380 | $ 4,501,000 |
INCOME TAXES - Tax Expenses Rec
INCOME TAXES - Tax Expenses Reconciliation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income tax rate (as a percent) | ||||
Statutory income tax rate (as a percent) | 21% | 21% | ||
Summary of difference between the Company's income tax expense in the accompanying consolidated financial statements and that which would be calculated using the statutory income tax rate | ||||
Tax at statutory rate | $ 4,509,855 | $ 3,504,540 | ||
Nondeductible business expenses | 1,333,491 | 232,684 | ||
State income taxes, net of federal tax benefit | 1,072,735 | 867,567 | ||
Tax attributable to non-controlling interest | (298,305) | |||
Other | (144,396) | (103,791) | ||
Income tax expense | $ 2,200,000 | $ 4,800,000 | $ 6,473,380 | $ 4,501,000 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 281,927 | $ 223,094 |
Accrued expenses | 1,090,219 | 1,369,467 |
Inventory | 414,239 | 362,466 |
Other | 163,399 | 114,206 |
Net operating loss carry forwards - federal | 7,108 | |
Net operating loss carry forwards - state | 697,013 | 697,013 |
Total gross deferred tax assets | 2,646,797 | 2,773,354 |
Less: Valuation allowance | (697,013) | (697,013) |
Total net deferred tax assets | 1,949,784 | 2,076,341 |
Deferred tax liabilities: | ||
Trade discounts | 418,660 | 356,901 |
Operating lease, right-of-use assets | 91,954 | |
Property and equipment | 2,337,447 | 2,101,463 |
Goodwill | 921,799 | 921,799 |
Other | 412,221 | 187,164 |
Intangible assets | 96,291 | 40,242 |
Total deferred tax liabilities | 4,278,372 | 3,607,569 |
Total net deferred income tax liability | $ 2,328,588 | $ 1,531,228 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
INCOME TAXES | ||
Valuation allowance against net operating losses | $ 0.7 | $ 0.7 |
SUPPLEMENTAL PRO FORMA INFORM_3
SUPPLEMENTAL PRO FORMA INFORMATION - Equity method investment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
EQUITY METHOD INVESTMENT | ||||
Carrying value of investment | $ 9,380,343 | |||
Total external revenue | $ 2,010,798,385 | 1,672,378,581 | ||
Gross profit | 127,719,566 | 100,548,776 | ||
Net income before income taxes | $ 8,000,000 | $ 15,200,000 | 21,475,504 | 16,688,287 |
Net income attributable to AMCON, net of tax | $ 6,000,000 | $ 12,100,000 | 16,672,257 | 15,545,265 |
Team Sledd | ||||
EQUITY METHOD INVESTMENT | ||||
Total external revenue | 393,606,372 | 684,539,392 | ||
Gross profit | 21,759,753 | 34,962,326 | ||
Net income before income taxes | 4,498,190 | 8,597,997 | ||
Net income attributable to AMCON, net of tax | $ 1,670,133 | $ 3,357,978 | ||
Team Sledd | ||||
EQUITY METHOD INVESTMENT | ||||
Minority interest (as a percent) | 49% | |||
Carrying value of investment | $ 9,400,000 |
SUPPLEMENTAL PRO FORMA INFORM_4
SUPPLEMENTAL PRO FORMA INFORMATION - Acquisition (Details) - Team Sledd - USD ($) | 4 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | May 31, 2022 | |
Business Acquisition [Line Items] | ||||
Controlling interest (as a percent) | 56% | 56% | 56% | |
Revenue | $ 298,410,724 | $ 2,404,404,758 | $ 2,356,917,973 | |
Net income available to common shareholders | $ 3,220,702 | $ 16,789,976 | $ 16,033,112 |
PROFIT SHARING PLANS (Details)
PROFIT SHARING PLANS (Details) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 USD ($) plan | Sep. 30, 2021 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | ||
Number of profit sharing plans | plan | 2 | |
Employee's maximum voluntary contribution as percentage of their compensation | 100% | |
Company's matching contributions to the profit sharing plan (net of employee forfeitures) | $ 1.2 | |
AMCON Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employer's contribution matching first 2 percent of employee's compensation | 100% | |
Percentage of first portion of employee's compensation eligible for employer's matching contribution | 2% | |
Percentage of employer's contribution matching next 4 percent of employee's compensation | 50% | |
Percentage of second portion of employee's compensation eligible for employer's matching contribution | 4% | |
Maximum matching percentage of employee compensation | 4% | |
Company's matching contributions to the profit sharing plan (net of employee forfeitures) | $ 1 | |
Sledd Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Maximum matching percentage of employee compensation | 5% | |
Team Sledd Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee matching contribution | 100% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Liability Insurance | ||
Liabilities for workers' compensation, general liability and health insurance | $ 1.9 | $ 1.5 |
Self-insured liabilities reserve | ||
Beginning balance | 1.5 | 1.5 |
Charged to expense | 8.3 | 7.9 |
Payments | (7.9) | (7.9) |
Ending balance | $ 1.9 | $ 1.5 |
EQUITY-BASED INCENTIVE AWARDS -
EQUITY-BASED INCENTIVE AWARDS - Omnibus Plans and Stock Options (Details) | 12 Months Ended | |
Sep. 30, 2022 USD ($) item $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | |
Omnibus Plans | ||
EQUITY-BASED INCENTIVE AWARD | ||
Number of incentive plans | item | 3 | |
Number of shares of the company's common stock permitted for issuance under the plan | 195,000 | |
Number of shares awarded pursuant to the plan | 111,420 | |
Number of additional shares that may be awarded under the plan | 83,580 | |
Stock Options | ||
Stock options issued and outstanding | ||
Awards issued (in shares) | 0 | 0 |
Expiration period | 10 years | |
Vesting period | 5 years | |
Number of Outstanding (in shares) | 0 | 22,250 |
Number of Exercisable (in shares) | 0 | |
Number of Shares | ||
Outstanding at the beginning of the period (in shares) | 22,250 | |
Granted (in shares) | 0 | 0 |
Exercised (in shares) | (22,250) | |
Outstanding at the end of the period (in shares) | 0 | 22,250 |
Weighted Average Exercise Price | ||
Outstanding at beginning of the period (in dollars per share) | $ / shares | $ 86.76 | |
Exercised (in dollars per share) | $ / shares | $ 86.76 | |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 86.76 | |
Aggregate intrinsic value and fair value of options outstanding | ||
Compensation expense | $ | $ 100,000 | $ 100,000 |
Total unamortized compensation expense | $ | 0 | |
Aggregate intrinsic value of options outstanding | $ | 1,100,000 | |
Aggregate intrinsic value of options exercisable | $ | 900,000 | |
Total intrinsic value of options exercised | $ | 2,700,000 | 900,000 |
Total fair value of options vested | $ | $ 1,400,000 | $ 700,000 |
EQUITY-BASED INCENTIVE AWARDS_2
EQUITY-BASED INCENTIVE AWARDS - Authorized and Approved Restricted Stock Units/Restricted Stock Awards (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restricted Stock Units | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Non-vested awards outstanding at the end of the period (in shares) | 18,519 | 35,220 | |||
Vested during the period (in shares) | 16,701 | ||||
Direct cost to the recipients of the restricted stock units | $ 0 | ||||
Compensation expense | 2,300,000 | $ 2,300,000 | |||
Tax benefit related to compensation expense | 600,000 | 600,000 | |||
Total intrinsic value of equity-based compensation awards vested | $ 3,500,000 | $ 2,100,000 | |||
Period over which unamortized compensation expense is expected to be amortized | 12 months | ||||
Total unamortized compensation expense | $ 1,400,000 | ||||
Restricted Stock Units Awarded October 2019 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Original number of awards issued | 14,550 | ||||
Service period | 36 months | ||||
Estimated fair value of award at grant date | $ 1,007,000 | ||||
Non-vested awards outstanding at the end of the period (in shares) | 4,851 | ||||
Fair value of non-vested awards at the end of the period | $ 1,019,000 | ||||
Vested during the period (in shares) | 9,699 | ||||
Restricted Stock Units Awarded October 2019 | Vest in October 2022 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 4,851 | ||||
Restricted Stock Units Awarded October 2020 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Original number of awards issued | 20,500 | ||||
Service period | 36 months | ||||
Estimated fair value of award at grant date | $ 1,415,000 | ||||
Non-vested awards outstanding at the end of the period (in shares) | 13,668 | ||||
Fair value of non-vested awards at the end of the period | $ 2,870,000 | ||||
Vested during the period (in shares) | 6,832 | ||||
Restricted Stock Units Awarded October 2020 | Vest in October 2022 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 6,834 | ||||
Restricted Stock Units Awarded October 2020 | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 6,834 | ||||
Restricted Stock Awards | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Original number of awards issued | 15,100 | 15,100 | |||
Service period | 36 months | ||||
Estimated fair value of award at grant date | $ 2,088,934 | ||||
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 | $ 3,171,000 | ||||
Direct cost to the recipients of the restricted stock units | 0 | ||||
Compensation expense | $ 700,000 | ||||
Period over which unamortized compensation expense is expected to be amortized | 24 months | ||||
Total unamortized compensation expense | $ 1,400,000 | ||||
Restricted Stock Awards | Vest in October 2022 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 15,100 | ||||
Restricted Stock Awards | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 15,100 | ||||
Restricted Stock Awards | Vest in October 2024 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 15,100 |
EQUITY-BASED INCENTIVE AWARDS_3
EQUITY-BASED INCENTIVE AWARDS - Restricted Stock Units/Restricted Stock Awards Activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Sep. 30, 2022 | |
Restricted Stock Units | ||
Number of Shares | ||
Nonvested restricted stock units/awards at the beginning of the period (in shares) | 35,220 | 35,220 |
Vested (in shares) | (16,701) | |
Nonvested restricted stock units/awards at the end of the period (in shares) | 18,519 | |
Weighted Average Fair Value | ||
Nonvested restricted stock units/awards at the beginning of the period (in dollars per share) | $ 148.98 | $ 148.98 |
Vested (in dollars per share) | 139.32 | |
Nonvested restricted stock units/awards at the end of the period (in dollars per share) | $ 210 | |
Restricted Stock Awards | ||
Number of Shares | ||
Granted (in shares) | 15,100 | 15,100 |
Nonvested restricted stock units/awards at the end of the period (in shares) | 15,100 | |
Weighted Average Fair Value | ||
Granted (in dollars per share) | $ 138.34 | |
Nonvested restricted stock units/awards at the end of the period (in dollars per share) | $ 210 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Information by business segments | ||||
Number of reportable business segments | segment | 2 | |||
Total external revenue | $ 2,010,798,385 | $ 1,672,378,581 | ||
Depreciation | 3,572,953 | 3,093,017 | ||
Amortization | 70,887 | |||
Operating income (loss) | 22,601,367 | 17,824,619 | ||
Interest expense | 2,249,552 | 1,339,560 | ||
Income (loss) from operations before taxes | $ 8,000,000 | $ 15,200,000 | 21,475,504 | 16,688,287 |
Equity method investment earnings, net of tax | 1,670,133 | 3,357,978 | ||
Total assets | 289,124,527 | 188,411,129 | ||
Capital expenditures | 14,655,206 | 1,654,131 | ||
Cigarettes | ||||
Information by business segments | ||||
Total external revenue | 1,328,196,494 | 1,130,297,314 | ||
Tobacco | ||||
Information by business segments | ||||
Total external revenue | 342,997,425 | 264,453,836 | ||
Confectionery | ||||
Information by business segments | ||||
Total external revenue | 117,227,090 | 92,353,240 | ||
Health food | ||||
Information by business segments | ||||
Total external revenue | 46,206,417 | 47,321,449 | ||
Foodservice & other | ||||
Information by business segments | ||||
Total external revenue | 176,170,959 | 137,952,742 | ||
Other | ||||
Information by business segments | ||||
Operating income (loss) | (13,523,120) | (8,449,668) | ||
Interest expense | 1,259,160 | 1,140,168 | ||
Income (loss) from operations before taxes | (13,738,910) | (9,475,562) | ||
Equity method investment earnings, net of tax | 1,670,133 | 3,357,978 | ||
Total assets | 713,108 | 13,192,805 | ||
Wholesale Segment | ||||
Information by business segments | ||||
Total external revenue | 1,964,591,968 | 1,625,057,132 | ||
Depreciation | 2,366,108 | 1,905,270 | ||
Amortization | 70,887 | |||
Operating income (loss) | 35,597,978 | 24,477,037 | ||
Interest expense | 990,392 | 199,392 | ||
Income (loss) from operations before taxes | 34,644,617 | 24,354,719 | ||
Total assets | 271,202,838 | 157,038,710 | ||
Capital expenditures | 13,327,713 | 1,251,617 | ||
Wholesale Segment | Cigarettes | ||||
Information by business segments | ||||
Total external revenue | 1,328,196,494 | 1,130,297,314 | ||
Wholesale Segment | Tobacco | ||||
Information by business segments | ||||
Total external revenue | 342,997,425 | 264,453,836 | ||
Wholesale Segment | Confectionery | ||||
Information by business segments | ||||
Total external revenue | 117,227,090 | 92,353,240 | ||
Wholesale Segment | Foodservice & other | ||||
Information by business segments | ||||
Total external revenue | 176,170,959 | 137,952,742 | ||
Retail Segment | ||||
Information by business segments | ||||
Total external revenue | 46,206,417 | 47,321,449 | ||
Depreciation | 1,206,845 | 1,187,747 | ||
Operating income (loss) | 526,509 | 1,797,250 | ||
Income (loss) from operations before taxes | 569,797 | 1,809,130 | ||
Total assets | 17,208,581 | 18,179,614 | ||
Capital expenditures | 1,327,493 | 402,514 | ||
Retail Segment | Health food | ||||
Information by business segments | ||||
Total external revenue | $ 46,206,417 | $ 47,321,449 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
TREASURY STOCK | ||
Number of shares of common stock repurchased | 0 | 68 |
Maximum | ||
TREASURY STOCK | ||
Value of shares of common stock repurchased | $ 0.1 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Restricted stock - shares | 1 Months Ended | 12 Months Ended | |
Oct. 25, 2022 | Oct. 31, 2021 | Sep. 30, 2022 | |
SUBSEQUENT EVENT | |||
Awards granted (in shares) | 15,100 | 15,100 | |
Subsequent event. | |||
SUBSEQUENT EVENT | |||
Awards granted (in shares) | 15,100 | ||
Vesting period | 3 years |