Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Nov. 06, 2023 | Mar. 31, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2023 | ||
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 | $ 25,936,102 | ||
Entity Common Stock, Shares Outstanding | 630,362 | ||
Entity Central Index Key | 0000928465 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2023 | ||
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, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 790,931 | $ 431,576 |
Accounts receivable, less allowance for doubtful accounts of $2.4 million at September 2023 and $2.5 million at September 2022 | 70,878,420 | 62,367,888 |
Inventories, net | 158,582,816 | 134,654,637 |
Income taxes receivable | 1,854,484 | 819,595 |
Prepaid expenses and other current assets | 13,564,056 | 12,702,084 |
Total current assets | 245,670,707 | 210,975,780 |
Property and equipment, net | 80,607,451 | 48,085,520 |
Operating lease right-of-use assets, net | 23,173,287 | 19,941,009 |
Goodwill | 5,778,325 | 5,277,950 |
Other intangible assets, net | 5,284,935 | 2,093,113 |
Other assets | 2,914,495 | 2,751,155 |
Total assets | 363,429,200 | 289,124,527 |
Current liabilities: | ||
Accounts payable | 43,099,326 | 39,962,363 |
Accrued expenses | 14,922,279 | 14,446,210 |
Accrued wages, salaries and bonuses | 8,886,529 | 7,811,207 |
Current operating lease liabilities | 6,063,048 | 6,454,473 |
Current maturities of long-term debt | 1,955,065 | 1,595,309 |
Current mandatorily redeemable non-controlling interest | 1,703,604 | 1,712,095 |
Total current liabilities | 76,629,851 | 71,981,657 |
Credit facilities | 140,437,989 | 91,262,438 |
Deferred income tax liability, net | 4,917,960 | 2,328,588 |
Long-term operating lease liabilities | 17,408,758 | 13,787,721 |
Long-term debt, less current maturities | 11,675,439 | 7,384,260 |
Mandatorily redeemable non-controlling interest, less current portion | 7,787,227 | 9,446,460 |
Other long-term liabilities | 402,882 | 103,968 |
Shareholders' equity: | ||
Preferred stock, $.01 par value, 1,000,000 shares authorized | ||
Common stock, $.01 par value, 3,000,000 shares authorized, 608,689 shares outstanding at September 2023 and 584,789 shares outstanding at September 2022 | 9,431 | 9,168 |
Additional paid-in capital | 30,585,388 | 26,903,201 |
Retained earnings | 104,846,438 | 96,784,353 |
Treasury stock at cost | (31,272,163) | (30,867,287) |
Total shareholders' equity | 104,169,094 | 92,829,435 |
Total liabilities and shareholders' equity | $ 363,429,200 | $ 289,124,527 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts | $ 2.4 | $ 2.5 |
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) | 608,689 | 584,789 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Sales (including excise taxes of $564.6 million and $467.1 million, respectively) | $ 2,539,994,999 | $ 2,010,798,385 |
Cost of sales | 2,369,150,102 | 1,883,078,819 |
Gross profit | 170,844,897 | 127,719,566 |
Selling, general and administrative expenses | 137,301,668 | 101,474,359 |
Depreciation and amortization | 7,576,646 | 3,643,840 |
Total operating expenses | 144,878,314 | 105,118,199 |
Operating income | 25,966,583 | 22,601,367 |
Other expense (income): | ||
Interest expense | 8,550,431 | 2,249,552 |
Change in fair value of mandatorily redeemable non-controlling interest | 1,307,599 | 1,476,986 |
Other (income), net | (1,193,840) | (2,600,675) |
Total other expenses (income) | 8,664,190 | 1,125,863 |
Income from operations before income taxes | 17,302,393 | 21,475,504 |
Income tax expense | 5,706,000 | 6,473,380 |
Equity method investment earnings, net of tax | 1,670,133 | |
Net income available to common shareholders | $ 11,596,393 | $ 16,672,257 |
Basic earnings per share available to common shareholders | $ 19.85 | $ 29.37 |
Diluted earnings per share available to common shareholders | $ 19.46 | $ 28.59 |
Basic weighted average shares outstanding | 584,148 | 567,697 |
Diluted weighted average shares outstanding | 595,850 | 583,062 |
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, 2023 | Sep. 30, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Sales, excise taxes | $ 564.6 | $ 467.1 |
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, 2021 | $ 8,834 | $ (30,867,287) | $ 24,918,781 | $ 83,552,298 | $ 77,612,626 |
Balance (in shares) at Sep. 30, 2021 | 883,589 | ||||
Balance (in shares) at Sep. 30, 2021 | (332,220) | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Dividends on common stock | (3,440,202) | (3,440,202) | |||
Compensation expense and settlement of equity-based awards | $ 334 | 1,984,420 | 1,984,754 | ||
Compensation expense and settlement of 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 | 584,789 | |||
Balance (in shares) at Sep. 30, 2022 | (332,220) | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Dividends on common stock | (3,534,308) | $ (3,534,308) | |||
Compensation expense and settlement of equity-based awards | $ 263 | 3,682,187 | 3,682,450 | ||
Compensation expense and settlement of equity-based awards (in shares) | 26,263 | ||||
Repurchase of common stock | $ (404,876) | (404,876) | |||
Repurchase of common stock (in shares) | (2,363) | ||||
Net income available to common shareholders | 11,596,393 | 11,596,393 | |||
Balance at Sep. 30, 2023 | $ 9,431 | $ (31,272,163) | $ 30,585,388 | $ 104,846,438 | $ 104,169,094 |
Balance (in shares) at Sep. 30, 2023 | 943,272 | 608,689 | |||
Balance (in shares) at Sep. 30, 2023 | (334,583) |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
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, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income available to common shareholders | $ 11,596,393 | $ 16,672,257 |
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities: | ||
Depreciation | 7,161,468 | 3,572,953 |
Amortization | 415,178 | 70,887 |
Equity method investment earnings, net of tax | (1,670,133) | |
Gain on re-valuation of equity method investment to fair value | (2,387,411) | |
(Gain) loss on sales of property and equipment | (133,659) | (140,139) |
Equity-based compensation | 2,717,370 | 3,103,320 |
Deferred income taxes | 2,589,372 | 797,360 |
Provision for losses on doubtful accounts | (133,924) | (32,420) |
Inventory allowance | (138,820) | 212,637 |
Change in fair value of mandatorily redeemable non-controlling interest | 1,307,599 | 1,476,986 |
Changes in assets and liabilities, net of effects of business acquisition: | ||
Accounts receivable | (138,956) | 3,032,876 |
Inventories | (7,728,394) | 3,240,946 |
Prepaid and other current assets | (679,229) | (5,344,754) |
Equity method investment distributions | 1,095,467 | |
Other assets | (163,340) | (730,391) |
Accounts payable | 2,213,085 | 332,400 |
Accrued expenses and accrued wages, salaries and bonuses | 1,574,050 | 2,482,409 |
Other long-term liabilities | 298,914 | (653,419) |
Income taxes payable and receivable | (1,034,889) | (2,241,755) |
Net cash flows from (used in) operating activities | 19,722,218 | 22,890,076 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (11,561,347) | (14,691,799) |
Proceeds from sales of property and equipment | 151,808 | 152,000 |
Principal payment received on note receivable | 175,000 | |
Cash acquired in business combination | 7,958 | |
Acquisition of Henry's (See Note 2) | (54,865,303) | |
Net cash flows from (used in) investing activities | (66,274,842) | (14,356,841) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under revolving credit facilities | 2,512,309,723 | 2,042,679,688 |
Repayments under revolving credit facilities | (2,463,134,172) | (2,041,106,459) |
Proceeds from borrowings on long-term debt | 7,000,000 | |
Principal payments on long-term debt | (2,349,065) | (4,909,548) |
Proceeds from exercise of stock options | 173,590 | |
Repurchase of common stock | (404,876) | |
Dividends on common stock | (3,534,308) | (3,440,202) |
Settlement and withholdings of equity-based awards | (1,280,749) | |
Redemption and distributions to non-controlling interest | (2,975,323) | (737,570) |
Net cash flows from (used in) financing activities | 46,911,979 | (8,621,250) |
Net change in cash | 359,355 | (88,015) |
Cash, beginning of period | 431,576 | 519,591 |
Cash, end of period | 790,931 | 431,576 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 8,311,375 | 2,210,828 |
Cash paid during the period for income taxes | 4,141,370 | 7,915,225 |
Supplemental disclosure of non-cash information: | ||
Equipment acquisitions classified in accounts payable | 1,015,534 | 91,656 |
Effect of business acquisition (See Note 2) | 23,308,624 | |
Committed repurchase of treasury stock | 400,000 | |
Issuance of common stock in connection with the vesting and exercise of equity-based awards | $ 2,044,805 | $ 2,280,783 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2023 | |
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 31 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 nine distribution centers that sell approximately 20,000 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 17 retail health food stores as Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market. 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 62% and 66% of the Company’s consolidated revenue during fiscal 2023 and fiscal 2022, respectively, and 19% and 18% of the Company’s consolidated gross profit during fiscal 2023 and fiscal 2022, 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 and its wholly-owned subsidiaries including Henry’s Foods, Inc. (“Henry’s”) since February 2023 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 2023 and September 2022 totaled approximately $3.3 million and $1.6 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 2023 and September 2022, receivables from transactions with customers, less allowance for doubtful accounts were $69.4 million and $60.3 million, respectively. (f) Inventories: At September 2023 and September 2022, inventories in our Wholesale Segment consisted of finished goods and are stated at the lower of cost or net realizable value, utilizing FIFO and average cost methods. Inventories in our Retail Segment consisted of finished goods and are stated at the lower of cost or market using the retail method. The wholesale distribution and retail health food segment inventories consist of finished products purchased in bulk quantities to be redistributed to the Company’s customers or sold at retail. Finished goods included total reserves of approximately $1.2 million and $1.1 million at September 2023 and September 2022, 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 2023 September 2022 Prepaid expenses $ 4.3 $ 3.1 Prepaid inventory 9.3 9.6 $ 13.6 $ 12.7 Prepaid inventory represents inventory in-transit that has been paid for but not received. (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 9 - 15 Buildings and improvements 5 - 40 Warehouse equipment 3 - 20 Furniture, fixtures and leasehold improvements 1 - 12 Vehicles 2 - 10 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 2023. (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 generally 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 and the trademarks and tradenames for our Retail Segment 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 “Acquisitions” 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 $0.5 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 and restricted stock awards 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, restricted stock units and restricted stock awards. (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, 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 consolidated balance sheets represent the fair value of the non-controlling interest in the Company’s strategic investment in Team Sledd. The Company has elected to present the MRNCI liability at fair value under ASC 825 – Financial Instruments (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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require 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 does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2023 | |
ACQUISITIONS | |
ACQUISITIONS | 2. ACQUISITIONS Henry’s Foods, Inc. On February 3, 2023, the Company, through its wholly owned subsidiary, LOL Foods, Inc., paid approximately $54.9 million in cash to acquire substantially all of the operating assets of Henry’s, a wholesale distributor to convenience stores and other retail formats operating in Minnesota, North Dakota, South Dakota, Iowa, and Wisconsin. In connection with the transaction, the Company also assumed certain operating liabilities totaling approximately $1.2 million, including approximately $0.2 million of operating leases. The transaction was funded with borrowings from the Company’s existing bank group. Costs to effectuate the acquisition were not significant and were expensed as incurred. Strategically, the acquisition expands the Company’s footprint in the North Central portion of the United States and enhances the product and service offerings available to its customer base. The Company paid cash consideration for the net acquired assets and their related values as of the acquisition date, measured in accordance with FASB ASC 805. In valuing identifiable intangible assets, the Company has estimated the fair value using the discounted cash flows methodology with the assistance of an independent valuation advisor. Inputs and projections used to measure the fair value as of the acquisition date included, but were not limited to, sales growth, gross profit estimates, royalty and customer retention rates, economic and industry conditions, working capital requirements and various other operational considerations. Henry’s is being reported as a component of the Company’s Wholesale Segment. The following purchase price allocation reflects the amounts of identifiable assets and liabilities assumed: Accounts receivable $ 8,237,652 Inventories 16,060,965 Prepaid and other assets 400,964 Property and equipment 27,216,323 Other intangible assets 3,607,000 Liabilities assumed (1,157,976) Total identifiable net assets $ 54,364,928 Total identifiable net assets $ 54,364,928 Goodwill 500,375 Consideration transferred $ 54,865,303 Accounts receivable were recorded at their fair value representing the amount we expect to collect, which also approximated the gross contractual values of such receivables at the acquisition date. Goodwill totaling approximately $0.5 million arose from the acquisition and 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 expected to be deductible for tax purposes. Other intangible assets acquired consisted of the following: Acquisition-Date Useful Life Other Intangible Asset Fair Value (Years) Customer list $ 2,010,000 15 Non-competition agreement 95,000 5 Trade name 1,502,000 7 $ 3,607,000 The following table sets forth the unaudited supplemental financial data for Henry’s from the acquisition date through September 2023, which is included in the Company’s consolidated results for fiscal 2023. Revenue $ 220,636,797 Net income available to common shareholders $ 2,448,853 Team Sledd, LLC The Company and Chas. M. Sledd Company (“Sledd”), a West Virginia wholesale distributor serving the convenience store industry, jointly own and operate 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. 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 Team Sledd’s summarized financial data prior to the Control Date for the period ended September 2022 was as follows: For the year ended September 2022 Sales $ 393,606,372 Gross profit 21,759,753 Net income before income taxes 4,498,190 Net income attributable to AMCON, net of tax 1,670,133 The following table sets forth the unaudited supplemental financial data 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 Henry’s on October 1, 2021, in addition to holding a 64% interest in Team Sledd on October 1, 2021. These pro forma amounts do not purport to be indicative of the actual results that would have been obtained had the acquisitions occurred at that time. For the year ended September 2023 For the year ended September 2022 Revenue $ 2,643,786,694 $ 2,733,975,410 Net income available to common shareholders $ 11,764,886 $ 22,109,103 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 Basic Basic Weighted average number of common shares outstanding 584,148 567,697 Net income available to common shareholders $ 11,596,393 $ 16,672,257 Net earnings per share available to common shareholders $ 19.85 $ 29.37 For Fiscal Years 2023 2022 Diluted Diluted Weighted average number of common shares outstanding 584,148 567,697 Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1) 11,702 15,365 Weighted average number of shares outstanding 595,850 583,062 Net income available to common shareholders $ 11,596,393 $ 16,672,257 Net earnings per share available to common shareholders $ 19.46 $ 28.59 (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, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET: Property and equipment at September 2023 and September 2022 consisted of the following: 2023 2022 Land and improvements $ 4,292,142 $ 2,747,857 Buildings and improvements 43,963,416 30,515,259 Warehouse equipment 23,894,049 17,488,059 Furniture, fixtures and leasehold improvements 16,869,932 14,190,976 Vehicles 12,962,265 4,531,831 Construction in progress 18,798,343 12,216,453 120,780,147 81,690,435 Less accumulated depreciation: (40,172,696) (33,604,915) Property and equipment, net $ 80,607,451 $ 48,085,520 During fiscal 2023 and fiscal 2022, respectively, the Company capitalized approximately $0.8 million and $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, 2023 | |
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 2023 September 2022 Operating Operating lease right-of-use assets $ 23,173,287 $ 19,941,009 Liabilities Current: Operating Operating lease liabilities $ 6,063,048 $ 6,454,473 Non-current: Operating Long-term operating lease liabilities 17,408,758 13,787,721 Total lease liabilities $ 23,471,806 $ 20,242,194 The components of lease costs were as follows: Fiscal Year 2023 Fiscal Year 2022 Operating lease cost $ 7,673,309 $ 6,690,239 Short-term lease cost 500,372 238,106 Variable lease cost 467,164 430,033 Net lease cost $ 8,640,845 $ 7,358,378 Maturities of lease liabilities as of September 2023 were as follows: Operating Leases 2024 $ 7,067,221 2025 5,905,993 2026 4,666,784 2027 3,189,966 2028 2,095,335 2029 and thereafter 3,828,522 Total lease payments 26,753,821 Less: interest (3,282,015) Present value of lease liabilities $ 23,471,806 Weighted-average remaining lease term and weighted-average discount rate information regarding the Company’s leases were as follows: Lease Term September 2023 September 2022 Weighted-average remaining lease term (years): Operating 5.2 4.0 Discount Rate Weighted-average discount rate: Operating 4.97 % 4.09 % Other information regarding the Company’s leases were as follows: Fiscal Year 2023 Fiscal Year 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 7,642,556 $ 6,704,890 Lease liabilities arising from obtaining new ROU assets: Operating leases $ 5,541,096 $ 5,854,111 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2023 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 6. GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill at September 2023 and September 2022 was as follows: September September 2023 2022 Balance, beginning of period $ 5,277,950 $ 4,436,950 Acquisitions (See Note 2) 500,375 841,000 Balance, end of period $ 5,778,325 $ 5,277,950 Other intangible assets at September 2023 and September 2022 consisted of the following: September September 2023 2022 Customer lists (Wholesale Segment) (less accumulated amortization of $0.2 million at September 2023 and less than $0.1 million at September 2022) $ 3,226,480 $ 1,401,945 Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.1 million at September 2023 and less than $0.1 million at September 2022) 199,503 191,168 Tradename (Wholesale Segment) (less accumulated amortization of $0.1 million at September 2023) 1,358,952 — Trademarks and tradenames (Retail Segment) 500,000 500,000 $ 5,284,935 $ 2,093,113 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 $5.8 million and $5.3 million at September 2023 and September 2022, respectively. The Company determined that the estimated fair value of its wholesale reporting unit exceeded its carrying value at both September 2023 and September 2022. At September 2023, identifiable intangible assets considered to have finite lives were represented by customer lists which are being amortized over 15 years, a non-competition agreement which is being amortized over three years, a non-competition agreement which is being amortized over five years, and a tradename in our Wholesale Segment that is being amortized over seven years. These intangible assets are evaluated for accelerated attrition or amortization adjustments if warranted. Amortization expense related to these assets was $0.4 million and $0.1 million during fiscal 2023 and fiscal 2022, respectively. Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at September 2023: September 2023 Fiscal 2024 $ 537,701 Fiscal 2025 506,869 Fiscal 2026 463,703 Fiscal 2027 463,703 Fiscal 2028 451,043 Fiscal 2029 and thereafter 2,361,916 $ 4,784,935 |
DEBT
DEBT | 12 Months Ended |
Sep. 30, 2023 | |
DEBT | |
DEBT | 7. DEBT: The Company primarily finances its operations through three credit facility agreements (a) a facility that is an obligation of AMCON Distributing Company (the “AMCON Facility”), (b) a facility that is an obligation of Team Sledd (the “Team Sledd Facility” ) and (c) a facility that is an obligation of Henry’s (the “Henry’s Facility”), and collectively together (the “Facilities”) and long-term debt agreements with banks. The Team Sledd Facility and the Henry’s Facility are non- recourse to AMCON Distributing Company, are not guaranteed by AMCON Distributing Company and have no cross default provisions applicable to AMCON Distributing Company. In Q3 2023, the Company amended the Team Sledd Facility, increasing its aggregate borrowing capacity from $70.0 million to $80.0 million, extending the maturity date to March 2028, and adding certain real estate property as eligible borrowing collateral under the agreement. At September 2023, the Facilities had a total combined borrowing capacity of $300.0 million, including provisions for up to $30.0 million in credit advances for certain inventory purchases, which are limited by accounts receivable and inventory qualifications, and the value of certain real estate collateral. The Henry’s Facility matures in February 2026, the AMCON Facility matures in June 2027 and the Team Sledd Facility matures in March 2028, each without a penalty for prepayment. Obligations under the Facilities are collateralized by substantially all of the Company’s respective equipment, intangibles, inventories, accounts receivable, and certain real estate. The Facilities each feature an unused commitment fee and springing financial covenants. Borrowings under the Facilities bear interest at either the bank’s prime rate or the Secured Overnight Financing Rate (“SOFR”), plus any applicable spreads. The amount available for use from the Facilities at any given time is subject to a number of factors, including eligible accounts receivable and inventory balances that fluctuate day-to-day, as well as the value of certain real estate collateral. Based on the collateral and loan limits as defined in the Facility agreements, the credit limit of the combined Facilities at September 2023 was $239.1 million, of which $140.4 million was outstanding, leaving $98.7 million available. The average interest rate of the Facilities was 7.03% at September 2023. During fiscal 2023, the peak borrowings under the Facilities was $159.7 million, and the average borrowings and average availability under the Facilities was $124.3 million and $86.4 million, respectively. LONG-TERM DEBT In addition to the Facilities, the Company also had the following long-term obligations at September 2023 and September 2022. 2023 2022 Unsecured note payable, interest payable at a fixed rate of 4.50% with quarterly installments of principal and interest of $49,114 through June 2023 with remaining principal due September 2023 — 968,589 Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse 5,174,188 5,572,766 Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse 1,891,638 2,052,327 Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.58% at September 2023, collateralized by certain of Team Sledd's equipment 288,237 385,887 Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $135,469 through February 2028, collateralized by certain of Henry's equipment 6,276,441 — 13,630,504 8,979,569 Less current maturities (1,955,065) (1,595,309) $ 11,675,439 $ 7,384,260 The aggregate minimum principal maturities of the long-term debt for each of the next five fiscal years are as follows: Fiscal Year Ending 2024 $ 1,955,065 2025 2,155,322 2026 2,070,599 2027 2,185,096 2028 1,345,134 2029 and thereafter 3,919,288 $ 13,630,504 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 2023. Cross Default and Co-Terminus Provisions Team Sledd’s three notes payable and the Team Sledd Facility contain cross default provisions. The Henry’s note payable and the Henry’s Facility contain cross default provisions. There were no such cross defaults for either Team Sledd or Henry’s at September 2023. Additionally, the Team Sledd Facility and the Henry’s Facility are non-recourse to AMCON Distributing Company, are not guaranteed by AMCON Distributing Company and have no cross default provisions applicable to AMCON Distributing Company. The Company and its subsidiaries, including Team Sledd and Henry’s, were in compliance with all of the financial covenants under the respective Facilities at September 2023. Other The Company has issued a letter of credit for $0.5 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, 2023 | |
INCOME TAXES | |
INCOME TAXES | 8. INCOME TAXES: The components of income tax expense from operations for fiscal 2023 and fiscal 2022 consisted of the following: 2023 2022 Current: Federal $ 2,324,897 $ 4,437,197 Current: State 791,731 1,238,823 3,116,628 5,676,020 Deferred: Federal 2,199,672 677,357 Deferred: State 389,700 120,003 2,589,372 797,360 Income tax expense $ 5,706,000 $ 6,473,380 The difference between the Company’s income tax expense in the accompanying consolidated financial statements and the amount that would be calculated using the statutory income tax rate of 21% for both fiscal 2023 and fiscal 2022 on income from operations before income taxes is as follows: 2023 2022 Tax at statutory rate $ 3,633,503 $ 4,509,855 Nondeductible business expenses 1,313,864 1,333,491 State income taxes, net of federal tax benefit 924,567 1,072,735 Tax attributable to non-controlling interest (443,831) (298,305) Other 277,897 (144,396) $ 5,706,000 $ 6,473,380 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 2023 and September 2022 relates to the following: 2023 2022 Deferred tax assets: Allowance for doubtful accounts $ 253,252 $ 281,927 Accrued expenses 273,313 1,090,219 Inventory 533,723 414,239 Other 618,256 163,399 Interest expense limitation 753,451 — Net operating loss carry forwards - state 697,013 697,013 Total gross deferred tax assets 3,129,008 2,646,797 Less: Valuation allowance (697,013) (697,013) Total net deferred tax assets 2,431,995 1,949,784 Deferred tax liabilities: Trade discounts 471,126 418,660 Operating lease, right-of-use assets 97,468 91,954 Property and equipment 5,725,493 2,337,447 Goodwill 921,799 921,799 Other — 412,221 Intangible assets 134,069 96,291 Total deferred tax liabilities 7,349,955 4,278,372 Total net deferred income tax liability $ 4,917,960 $ 2,328,588 The Company had a valuation allowance of approximately $0.7 million at both September 2023 and September 2022, 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 2023 or fiscal 2022, 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 2020 and forward remain open under U.S. and state statutes. |
MANDATORILY REDEEMABLE NON-CONT
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST | 12 Months Ended |
Sep. 30, 2023 | |
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST | |
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST | 9. MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST MRNCI recorded on the Company’s consolidated balance sheets represents the fair value of the non-controlling interest in the Company’s strategic investment in Team Sledd. During April 2023, Team Sledd redeemed certain membership interests from its non-controlling interest, which increased the Company’s ownership interest to approximately 64% as of September 2023. The Company owned approximately 56% of Team Sledd as of September 2022. The Company has elected to present the MRNCI liability at fair value under ASC 825 as it believes this best represents the potential future liability and cash flows. As such, the MRNCI balance at September 2023 represents the fair value of the remaining future membership interest redemptions and other amounts due to noncontrolling interest holders through April 2026. At September 2023, the difference between the contractual amount due under the MRNCI and the fair value was approximately $0.7 million. The following table presents changes in the fair value of the MRNCI since September 2022: Fair value of MRNCI as of September 2022 $ 11,158,555 Redemption of non-controlling interests (1,812,558) Distributions to non-controlling interest (1,162,765) Change in fair value 1,307,599 Fair value of MRNCI as of September 2023 $ 9,490,831 Less current portion at fair value (1,703,604) $ 7,787,227 |
PROFIT SHARING PLANS
PROFIT SHARING PLANS | 12 Months Ended |
Sep. 30, 2023 | |
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 (net of employee forfeitures) to the Plans of approximately $1.6 million in fiscal 2023 and $1.2 million in fiscal 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2023 | |
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 $2.2 million at September 2023 and $1.9 million at September 2022. 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): 2023 2022 Beginning balance $ 1.9 $ 1.5 Charged to expense 11.7 8.3 Payments (11.4) (7.9) Ending balance $ 2.2 $ 1.9 |
EQUITY-BASED INCENTIVE AWARDS
EQUITY-BASED INCENTIVE AWARDS | 12 Months Ended |
Sep. 30, 2023 | |
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 2023, awards with respect to a total of 125,998 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plans and awards with respect to another 69,002 shares may be awarded under the Omnibus Plans. Restricted Stock Units At September 2023, 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) Date of award: October 2020 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 September 2023: 6,834 Fair value of non-vested awards at September 2023 of approximately: $ 1,408,000 (1) 13,666 of the restricted stock units were vested as of September 2023. The remaining 6,834 restricted stock units 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 $1.1 million during fiscal 2023 and $2.3 million during fiscal 2022. These amounts were recorded as accrued expenses in the Company’s Consolidated Balance Sheets at both September 2023 and September 2022. The tax benefit related to this compensation expense was approximately $0.3 million in fiscal 2023 and $0.6 million in fiscal 2022. The total intrinsic value of restricted stock units vested during fiscal 2023 and fiscal 2022 was approximately $2.4 million and $3.5 million, respectively. At September 2023, there was no unamortized compensation expense for these awards based on the grant date fair value. The following summarizes restricted stock unit activity under the Omnibus Plans during fiscal 2023: Number Weighted of Average Shares Fair Value Nonvested restricted stock units at September 2022 18,519 $ 210.00 Granted — — Vested (11,685) 181.92 Expired — — Nonvested restricted stock units at September 2023 6,834 $ 206.00 Restricted Stock Awards At September 2023, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock awards to members of the Company’s management team pursuant to the provisions of the Company’s Omnibus Plans: Restricted Stock Awards (1) Restricted Stock Awards (2) Date of award: October 2021 October 2022 Original number of awards issued: 15,100 15,100 Service period: 36 months 36 months Estimated fair value of award at grant date: $ 2,089,000 2,824,000 Non-vested awards outstanding at September 2023: 10,067 15,100 Fair value of non-vested awards at September 2023 of approximately: $ 2,074,000 3,111,000 (1) 5,033 of the restricted stock awards were vested as of September 2023. 5,033 restricted stock awards will vest in October 2023 and 5,034 will vest in October 2024. (2) 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 2023: Number Weighted of Average Shares Fair Value Nonvested restricted stock awards at September 2022 15,100 $ 210.00 Granted 15,100 187.02 Vested (5,033) 186.26 Expired — — Nonvested restricted stock awards at September 2023 25,167 $ 206.00 Income from operations before income taxes included compensation expense related to the amortization of the Company’s restricted stock awards of approximately $1.6 million during fiscal 2023 and $0.7 million during fiscal 2022. The tax benefit related to this compensation expense was approximately $0.4 million in fiscal 2023 and $0.2 million in fiscal 2022. At September 2023, total unamortized compensation expense related to restricted stock awards was approximately $2.6 million. This unamortized compensation expense is expected to be amortized over approximately the next 16 months. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Sep. 30, 2023 | |
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 Henry’s (the Wholesale Segment), and the retail sale of health and natural food products (the Retail Segment). The aggregation of the Company’s business operations into these business segments was based on a range of considerations including but not limited to the characteristics of each business, similarities in the nature and type of products sold, customer classes, methods used to sell the products and economic profiles. Included in the “Other” column are intercompany eliminations, equity method investment earnings, net of tax and assets held and charges incurred and income earned by our holding company. The segments are evaluated on revenues, gross margins, operating income (loss), and income (loss) from operations before taxes. Certain amounts in prior year periods have been reclassified to conform with the current presentation. Wholesale Retail Segment Segment Other Consolidated FISCAL YEAR ENDED 2023: External revenue: Cigarettes $ 1,586,303,595 $ — $ — $ 1,586,303,595 Tobacco 462,509,541 — — 462,509,541 Confectionery 162,614,409 — — 162,614,409 Health food — 43,119,285 — 43,119,285 Foodservice & other 285,448,169 — — 285,448,169 Total external revenue 2,496,875,714 43,119,285 — 2,539,994,999 Depreciation 5,856,980 1,304,488 — 7,161,468 Amortization 415,178 — — 415,178 Operating income (loss) 39,701,536 (720,104) (13,014,849) 25,966,583 Interest expense — — 8,550,431 8,550,431 Income (loss) from operations before taxes 38,653,470 214,203 (21,565,280) 17,302,393 Total assets 345,459,274 16,985,699 984,227 363,429,200 Capital expenditures 11,413,999 1,071,226 — 12,485,225 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 — — 2,249,552 2,249,552 Income (loss) from operations before taxes 34,225,516 569,797 (13,319,809) 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 |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Sep. 30, 2023 | |
TREASURY STOCK | |
TREASURY STOCK | 14. TREASURY STOCK: The Company repurchased a total of 2,363 shares of its common stock during fiscal 2023 for cash totaling approximately $0.4 million. The Company did not repurchase any shares of its common stock during fiscal 2022. All repurchased shares were recorded in treasury stock at cost. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT: On October 24, 2023, 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, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Company Operations | (a) Company Operations: AMCON Distributing Company and Subsidiaries (“AMCON” or “the Company”) serves customers in 31 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 nine distribution centers that sell approximately 20,000 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 17 retail health food stores as Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market. 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 62% and 66% of the Company’s consolidated revenue during fiscal 2023 and fiscal 2022, respectively, and 19% and 18% of the Company’s consolidated gross profit during fiscal 2023 and fiscal 2022, 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 and its wholly-owned subsidiaries including Henry’s Foods, Inc. (“Henry’s”) since February 2023 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 2023 and September 2022 totaled approximately $3.3 million and $1.6 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 2023 and September 2022, receivables from transactions with customers, less allowance for doubtful accounts were $69.4 million and $60.3 million, respectively. |
Inventories | (f) Inventories: At September 2023 and September 2022, inventories in our Wholesale Segment consisted of finished goods and are stated at the lower of cost or net realizable value, utilizing FIFO and average cost methods. Inventories in our Retail Segment consisted of finished goods and are stated at the lower of cost or market using the retail method. The wholesale distribution and retail health food segment inventories consist of finished products purchased in bulk quantities to be redistributed to the Company’s customers or sold at retail. Finished goods included total reserves of approximately $1.2 million and $1.1 million at September 2023 and September 2022, 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 2023 September 2022 Prepaid expenses $ 4.3 $ 3.1 Prepaid inventory 9.3 9.6 $ 13.6 $ 12.7 Prepaid inventory represents inventory in-transit that has been paid for but not received. |
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 9 - 15 Buildings and improvements 5 - 40 Warehouse equipment 3 - 20 Furniture, fixtures and leasehold improvements 1 - 12 Vehicles 2 - 10 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 2023. |
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 generally 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 and the trademarks and tradenames for our Retail Segment 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 “Acquisitions” 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 $0.5 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 and restricted stock awards 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, restricted stock units and restricted stock awards. |
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, 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 consolidated balance sheets represent the fair value of the non-controlling interest in the Company’s strategic investment in Team Sledd. The Company has elected to present the MRNCI liability at fair value under ASC 825 – Financial Instruments |
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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require 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 does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
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 2023 September 2022 Prepaid expenses $ 4.3 $ 3.1 Prepaid inventory 9.3 9.6 $ 13.6 $ 12.7 |
Schedule of estimated useful lives of property and equipment | Years Land improvements 9 - 15 Buildings and improvements 5 - 40 Warehouse equipment 3 - 20 Furniture, fixtures and leasehold improvements 1 - 12 Vehicles 2 - 10 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of unaudited supplemental pro forma information | For the year ended September 2023 For the year ended September 2022 Revenue $ 2,643,786,694 $ 2,733,975,410 Net income available to common shareholders $ 11,764,886 $ 22,109,103 |
Henry's | |
Business Acquisition [Line Items] | |
Schedule of identifiable assets and liabilities assumed | Accounts receivable $ 8,237,652 Inventories 16,060,965 Prepaid and other assets 400,964 Property and equipment 27,216,323 Other intangible assets 3,607,000 Liabilities assumed (1,157,976) Total identifiable net assets $ 54,364,928 Total identifiable net assets $ 54,364,928 Goodwill 500,375 Consideration transferred $ 54,865,303 |
Schedule of other intangible assets acquired | Acquisition-Date Useful Life Other Intangible Asset Fair Value (Years) Customer list $ 2,010,000 15 Non-competition agreement 95,000 5 Trade name 1,502,000 7 $ 3,607,000 |
Schedule of unaudited supplemental financial data | Revenue $ 220,636,797 Net income available to common shareholders $ 2,448,853 |
Team Sledd | |
Business Acquisition [Line Items] | |
Schedule of identifiable assets and liabilities assumed | 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 other 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 |
Schedule of summarized financial data | For the year ended September 2022 Sales $ 393,606,372 Gross profit 21,759,753 Net income before income taxes 4,498,190 Net income attributable to AMCON, net of tax 1,670,133 |
Schedule of unaudited supplemental financial data | Revenue $ 298,410,724 Net income available to common shareholders $ 3,220,702 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
EARNINGS PER SHARE | |
Schedule of net earnings per share available to common shareholders | For Fiscal Years 2023 2022 Basic Basic Weighted average number of common shares outstanding 584,148 567,697 Net income available to common shareholders $ 11,596,393 $ 16,672,257 Net earnings per share available to common shareholders $ 19.85 $ 29.37 For Fiscal Years 2023 2022 Diluted Diluted Weighted average number of common shares outstanding 584,148 567,697 Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1) 11,702 15,365 Weighted average number of shares outstanding 595,850 583,062 Net income available to common shareholders $ 11,596,393 $ 16,672,257 Net earnings per share available to common shareholders $ 19.46 $ 28.59 (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, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment | 2023 2022 Land and improvements $ 4,292,142 $ 2,747,857 Buildings and improvements 43,963,416 30,515,259 Warehouse equipment 23,894,049 17,488,059 Furniture, fixtures and leasehold improvements 16,869,932 14,190,976 Vehicles 12,962,265 4,531,831 Construction in progress 18,798,343 12,216,453 120,780,147 81,690,435 Less accumulated depreciation: (40,172,696) (33,604,915) Property and equipment, net $ 80,607,451 $ 48,085,520 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
LEASES | |
Schedule of leases | Assets Classification September 2023 September 2022 Operating Operating lease right-of-use assets $ 23,173,287 $ 19,941,009 Liabilities Current: Operating Operating lease liabilities $ 6,063,048 $ 6,454,473 Non-current: Operating Long-term operating lease liabilities 17,408,758 13,787,721 Total lease liabilities $ 23,471,806 $ 20,242,194 |
Schedule of components of lease costs | Fiscal Year 2023 Fiscal Year 2022 Operating lease cost $ 7,673,309 $ 6,690,239 Short-term lease cost 500,372 238,106 Variable lease cost 467,164 430,033 Net lease cost $ 8,640,845 $ 7,358,378 |
Schedule of maturities of lease liabilities | Operating Leases 2024 $ 7,067,221 2025 5,905,993 2026 4,666,784 2027 3,189,966 2028 2,095,335 2029 and thereafter 3,828,522 Total lease payments 26,753,821 Less: interest (3,282,015) Present value of lease liabilities $ 23,471,806 |
Schedule of weighted-average remaining lease term and weighted-average discount rate | Lease Term September 2023 September 2022 Weighted-average remaining lease term (years): Operating 5.2 4.0 Discount Rate Weighted-average discount rate: Operating 4.97 % 4.09 % |
Schedule of other information regarding the Company's leases | Fiscal Year 2023 Fiscal Year 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 7,642,556 $ 6,704,890 Lease liabilities arising from obtaining new ROU assets: Operating leases $ 5,541,096 $ 5,854,111 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of goodwill | September September 2023 2022 Balance, beginning of period $ 5,277,950 $ 4,436,950 Acquisitions (See Note 2) 500,375 841,000 Balance, end of period $ 5,778,325 $ 5,277,950 |
Schedule of other intangible assets | September September 2023 2022 Customer lists (Wholesale Segment) (less accumulated amortization of $0.2 million at September 2023 and less than $0.1 million at September 2022) $ 3,226,480 $ 1,401,945 Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.1 million at September 2023 and less than $0.1 million at September 2022) 199,503 191,168 Tradename (Wholesale Segment) (less accumulated amortization of $0.1 million at September 2023) 1,358,952 — Trademarks and tradenames (Retail Segment) 500,000 500,000 $ 5,284,935 $ 2,093,113 |
Schedule of estimated future amortization expense related to identifiable intangible assets with finite lives | September 2023 Fiscal 2024 $ 537,701 Fiscal 2025 506,869 Fiscal 2026 463,703 Fiscal 2027 463,703 Fiscal 2028 451,043 Fiscal 2029 and thereafter 2,361,916 $ 4,784,935 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
DEBT | |
Schedule of long-term obligations | 2023 2022 Unsecured note payable, interest payable at a fixed rate of 4.50% with quarterly installments of principal and interest of $49,114 through June 2023 with remaining principal due September 2023 — 968,589 Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse 5,174,188 5,572,766 Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse 1,891,638 2,052,327 Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.58% at September 2023, collateralized by certain of Team Sledd's equipment 288,237 385,887 Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $135,469 through February 2028, collateralized by certain of Henry's equipment 6,276,441 — 13,630,504 8,979,569 Less current maturities (1,955,065) (1,595,309) $ 11,675,439 $ 7,384,260 |
Schedule of minimum principal maturities of the long-term debt | Fiscal Year Ending 2024 $ 1,955,065 2025 2,155,322 2026 2,070,599 2027 2,185,096 2028 1,345,134 2029 and thereafter 3,919,288 $ 13,630,504 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
INCOME TAXES | |
Schedule of components of income tax expense from operations | 2023 2022 Current: Federal $ 2,324,897 $ 4,437,197 Current: State 791,731 1,238,823 3,116,628 5,676,020 Deferred: Federal 2,199,672 677,357 Deferred: State 389,700 120,003 2,589,372 797,360 Income tax expense $ 5,706,000 $ 6,473,380 |
Schedule of difference between the income tax expense and that which would be calculated using the statutory income tax rate | 2023 2022 Tax at statutory rate $ 3,633,503 $ 4,509,855 Nondeductible business expenses 1,313,864 1,333,491 State income taxes, net of federal tax benefit 924,567 1,072,735 Tax attributable to non-controlling interest (443,831) (298,305) Other 277,897 (144,396) $ 5,706,000 $ 6,473,380 |
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) | 2023 2022 Deferred tax assets: Allowance for doubtful accounts $ 253,252 $ 281,927 Accrued expenses 273,313 1,090,219 Inventory 533,723 414,239 Other 618,256 163,399 Interest expense limitation 753,451 — Net operating loss carry forwards - state 697,013 697,013 Total gross deferred tax assets 3,129,008 2,646,797 Less: Valuation allowance (697,013) (697,013) Total net deferred tax assets 2,431,995 1,949,784 Deferred tax liabilities: Trade discounts 471,126 418,660 Operating lease, right-of-use assets 97,468 91,954 Property and equipment 5,725,493 2,337,447 Goodwill 921,799 921,799 Other — 412,221 Intangible assets 134,069 96,291 Total deferred tax liabilities 7,349,955 4,278,372 Total net deferred income tax liability $ 4,917,960 $ 2,328,588 |
MANDATORILY REDEEMABLE NON-CO_2
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST | |
Schedule of mandatorily redeemable non-controlling interest | Fair value of MRNCI as of September 2022 $ 11,158,555 Redemption of non-controlling interests (1,812,558) Distributions to non-controlling interest (1,162,765) Change in fair value 1,307,599 Fair value of MRNCI as of September 2023 $ 9,490,831 Less current portion at fair value (1,703,604) $ 7,787,227 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
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): 2023 2022 Beginning balance $ 1.9 $ 1.5 Charged to expense 11.7 8.3 Payments (11.4) (7.9) Ending balance $ 2.2 $ 1.9 |
EQUITY-BASED INCENTIVE AWARDS (
EQUITY-BASED INCENTIVE AWARDS (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
EQUITY-BASED INCENTIVE AWARDS | |
Schedule of restricted stock unit awards | Restricted Stock Units (1) Date of award: October 2020 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 September 2023: 6,834 Fair value of non-vested awards at September 2023 of approximately: $ 1,408,000 (1) 13,666 of the restricted stock units were vested as of September 2023. The remaining 6,834 restricted stock units 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 2022 18,519 $ 210.00 Granted — — Vested (11,685) 181.92 Expired — — Nonvested restricted stock units at September 2023 6,834 $ 206.00 |
Schedule of restricted stock awards | Restricted Stock Awards (1) Restricted Stock Awards (2) Date of award: October 2021 October 2022 Original number of awards issued: 15,100 15,100 Service period: 36 months 36 months Estimated fair value of award at grant date: $ 2,089,000 2,824,000 Non-vested awards outstanding at September 2023: 10,067 15,100 Fair value of non-vested awards at September 2023 of approximately: $ 2,074,000 3,111,000 (1) 5,033 of the restricted stock awards were vested as of September 2023. 5,033 restricted stock awards will vest in October 2023 and 5,034 will vest in October 2024. (2) The 15,100 restricted awards |
Summary of restricted stock awards activity | Number Weighted of Average Shares Fair Value Nonvested restricted stock awards at September 2022 15,100 $ 210.00 Granted 15,100 187.02 Vested (5,033) 186.26 Expired — — Nonvested restricted stock awards at September 2023 25,167 $ 206.00 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
BUSINESS SEGMENTS | |
Schedule of segment information | Wholesale Retail Segment Segment Other Consolidated FISCAL YEAR ENDED 2023: External revenue: Cigarettes $ 1,586,303,595 $ — $ — $ 1,586,303,595 Tobacco 462,509,541 — — 462,509,541 Confectionery 162,614,409 — — 162,614,409 Health food — 43,119,285 — 43,119,285 Foodservice & other 285,448,169 — — 285,448,169 Total external revenue 2,496,875,714 43,119,285 — 2,539,994,999 Depreciation 5,856,980 1,304,488 — 7,161,468 Amortization 415,178 — — 415,178 Operating income (loss) 39,701,536 (720,104) (13,014,849) 25,966,583 Interest expense — — 8,550,431 8,550,431 Income (loss) from operations before taxes 38,653,470 214,203 (21,565,280) 17,302,393 Total assets 345,459,274 16,985,699 984,227 363,429,200 Capital expenditures 11,413,999 1,071,226 — 12,485,225 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 — — 2,249,552 2,249,552 Income (loss) from operations before taxes 34,225,516 569,797 (13,319,809) 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 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) | 12 Months Ended | |
Sep. 30, 2023 USD ($) item state store | Sep. 30, 2022 USD ($) | |
Number of states served | state | 31 | |
Accounts Receivable | ||
Receivables from transactions with customers, less allowance for doubtful accounts | $ 69,400,000 | $ 60,300,000 |
Inventories | ||
Total reserves on finished goods | 1,200,000 | 1,100,000 |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses | 4,300,000 | 3,100,000 |
Prepaid inventory | 9,300,000 | 9,600,000 |
Prepaid expenses and other current assets | 13,564,056 | 12,702,084 |
Accounts payable | ||
Cash and Accounts Payable | ||
Overdrafts | $ 3,300,000 | $ 1,600,000 |
Cigarettes Product | Percentage of consolidated revenue | Product concentration risk | ||
Concentration of cigarette sales | 62% | 66% |
Cigarettes Product | Percentage of consolidated gross profit | Product concentration risk | ||
Concentration of cigarette sales | 19% | 18% |
Wholesale Segment | ||
Number of distribution centers | item | 9 | |
Number of products sold or distributed | item | 20,000 | |
Retail Segment | ||
Number of operating health food retail stores | store | 17 |
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, 2023 | Sep. 30, 2022 | |
Property and Equipment | ||
Impairment of property and equipment | $ 0 | |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income, Extensible Enumeration Not Disclosed Flag | true | |
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 | $ 0.5 | |
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 | 9 years | |
Land improvements | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 15 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 | |
Warehouse equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives | 3 years | |
Warehouse equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives | 20 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 | 10 years |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 03, 2023 | May 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 01, 2021 | Sep. 30, 2021 | |
EQUITY METHOD INVESTMENT | ||||||
Payment to acquire | $ 54,865,303 | |||||
Goodwill | $ 5,778,325 | $ 5,277,950 | $ 4,436,950 | |||
Remeasurement gain | $ 2,387,411 | |||||
Henry's | ||||||
EQUITY METHOD INVESTMENT | ||||||
Payment to acquire | $ 54,900,000 | |||||
Liabilities assumed | 1,157,976 | |||||
Operating leases | 200,000 | |||||
Goodwill | $ 500,375 | |||||
Team Sledd | ||||||
EQUITY METHOD INVESTMENT | ||||||
Liabilities assumed | $ 78,340,442 | |||||
Goodwill | $ 841,000 | |||||
Controlling interest (as a percent) | 56% | 64% | 56% | 64% | ||
Deferred tax liability | $ 600,000 | |||||
Team Sledd | Other income | ||||||
EQUITY METHOD INVESTMENT | ||||||
Remeasurement gain | $ 2,400,000 |
ACQUISITIONS - Identifiable Ass
ACQUISITIONS - Identifiable Assets and Liabilities and Goodwill (Details) - USD ($) | 1 Months Ended | ||||
May 31, 2022 | Sep. 30, 2023 | Feb. 03, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value: | |||||
Goodwill | $ 5,778,325 | $ 5,277,950 | $ 4,436,950 | ||
Henry's | |||||
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value: | |||||
Accounts receivable | $ 8,237,652 | ||||
Inventories | 16,060,965 | ||||
Prepaid and other assets | 400,964 | ||||
Property and equipment | 27,216,323 | ||||
Other intangible assets | 3,607,000 | ||||
Liabilities assumed | (1,157,976) | ||||
Total identifiable net assets | 54,364,928 | ||||
Goodwill | 500,375 | ||||
Consideration transferred | $ 54,865,303 | ||||
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 | ||||
Provisional (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 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 | ||||
Consideration transferred | 23,316,582 | ||||
Amount of gross contractual amounts receivable more than their acquisition-date fair value | $ 1,700,000 |
ACQUISITIONS - Other Intangible
ACQUISITIONS - Other Intangible Asset Acquired (Details) - USD ($) | 1 Months Ended | |
Feb. 03, 2023 | May 31, 2022 | |
Henry's | ||
Intangible assets | ||
Acquisition-Date Fair Value | $ 3,607,000 | |
Henry's | Customer lists | ||
Intangible assets | ||
Acquisition-Date Fair Value | $ 2,010,000 | |
Useful Life (Years) | 15 years | |
Henry's | Non-competition agreements | ||
Intangible assets | ||
Acquisition-Date Fair Value | $ 95,000 | |
Useful Life (Years) | 5 years | |
Henry's | Trade name | ||
Intangible assets | ||
Acquisition-Date Fair Value | $ 1,502,000 | |
Useful Life (Years) | 7 years | |
Team Sledd | ||
Intangible assets | ||
Acquisition-Date Fair Value | $ 1,664,000 | |
Team Sledd | Customer lists | ||
Intangible assets | ||
Acquisition-Date Fair Value | $ 1,442,000 | |
Useful Life (Years) | 15 years | |
Team Sledd | Non-competition agreements | ||
Intangible assets | ||
Acquisition-Date Fair Value | $ 222,000 | |
Useful Life (Years) | 3 years |
ACQUISITIONS - Summarized finan
ACQUISITIONS - Summarized financial data (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Total external revenue | $ 2,539,994,999 | $ 2,010,798,385 |
Gross profit | 170,844,897 | 127,719,566 |
Net income before income taxes | 17,302,393 | 21,475,504 |
Net income attributable to AMCON, net of tax | $ 11,596,393 | 16,672,257 |
Team Sledd | ||
Business Acquisition [Line Items] | ||
Total external revenue | 393,606,372 | |
Gross profit | 21,759,753 | |
Net income before income taxes | 4,498,190 | |
Net income attributable to AMCON, net of tax | $ 1,670,133 |
ACQUISITIONS - Unaudited Supple
ACQUISITIONS - Unaudited Supplemental Financial Data (Details) - USD ($) | 5 Months Ended | 8 Months Ended |
Sep. 30, 2022 | Sep. 30, 2023 | |
Henry's | ||
Business Acquisition [Line Items] | ||
Revenue | $ 220,636,797 | |
Net income available to common shareholders | $ 2,448,853 | |
Team Sledd | ||
Business Acquisition [Line Items] | ||
Revenue | $ 298,410,724 | |
Net income available to common shareholders | $ 3,220,702 |
ACQUISITIONS - Unaudited Supp_2
ACQUISITIONS - Unaudited Supplemental Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
ACQUISITIONS | ||
Revenue | $ 2,643,786,694 | $ 2,733,975,410 |
Net income available to common shareholders | $ 11,764,886 | $ 22,109,103 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
EARNINGS PER SHARE | ||
Weighted average number of common shares outstanding, Basic | 584,148 | 567,697 |
Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock | 11,702 | 15,365 |
Weighted average number of shares outstanding, Diluted | 595,850 | 583,062 |
Net income available to common shareholders, Basic | $ 11,596,393 | $ 16,672,257 |
Net income available to common shareholders, Diluted | $ 11,596,393 | $ 16,672,257 |
Net earnings per share available to common shareholders, Basic (in dollars per share) | $ 19.85 | $ 29.37 |
Net earnings per share available to common shareholders, Diluted (in dollars per share) | $ 19.46 | $ 28.59 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | $ 120,780,147 | $ 81,690,435 |
Less accumulated depreciation: | (40,172,696) | (33,604,915) |
Property and equipment, net | 80,607,451 | 48,085,520 |
Interest costs capitalized | 800,000 | 100,000 |
Land and improvements | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 4,292,142 | 2,747,857 |
Buildings and improvements | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 43,963,416 | 30,515,259 |
Warehouse equipment | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 23,894,049 | 17,488,059 |
Furniture, fixtures and leasehold improvements | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 16,869,932 | 14,190,976 |
Vehicles | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 12,962,265 | 4,531,831 |
Construction in progress | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | $ 18,798,343 | $ 12,216,453 |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
LEASES | ||
Options to renew | true | |
Options to terminate | true | |
Operating lease right-of-use assets, net | $ 23,173,287 | $ 19,941,009 |
Current operating lease liabilities | 6,063,048 | 6,454,473 |
Non-current operating lease liabilities | 17,408,758 | 13,787,721 |
Total lease liabilities | $ 23,471,806 | $ 20,242,194 |
LEASES - Components of lease co
LEASES - Components of lease costs (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
LEASES | ||
Operating lease cost | $ 7,673,309 | $ 6,690,239 |
Short-term lease cost | 500,372 | 238,106 |
Variable lease cost | 467,164 | 430,033 |
Net lease cost | $ 8,640,845 | $ 7,358,378 |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Operating Leases | ||
2024 | $ 7,067,221 | |
2025 | 5,905,993 | |
2026 | 4,666,784 | |
2027 | 3,189,966 | |
2028 | 2,095,335 | |
2029 and thereafter | 3,828,522 | |
Total lease payments | 26,753,821 | |
Less: interest | (3,282,015) | |
Present value of lease liabilities | $ 23,471,806 | $ 20,242,194 |
LEASES - Weighted-average remai
LEASES - Weighted-average remaining lease term and weighted-average discount rate (Details) | Sep. 30, 2023 | Sep. 30, 2022 |
LEASES | ||
Operating, weighted-average remaining lease term | 5 years 2 months 12 days | 4 years |
Operating, weighted-average discount rate | 4.97% | 4.09% |
LEASES - Other information (Det
LEASES - Other information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used by operating leases | $ 7,642,556 | $ 6,704,890 |
Lease liabilities arising from obtaining new ROU assets: | ||
Operating leases | $ 5,541,096 | $ 5,854,111 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Balance, beginning of period | $ 5,277,950 | $ 4,436,950 |
Acquisitions (See Note 2) | 500,375 | 841,000 |
Balance, end of period | $ 5,778,325 | $ 5,277,950 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Other intangible assets, net | $ 5,284,935 | $ 2,093,113 |
Trademarks and tradenames | Retail Segment | ||
Other intangible assets, net | 500,000 | 500,000 |
Customer lists | Wholesale Segment | ||
Other intangible assets, net | 3,226,480 | 1,401,945 |
Accumulated amortization | 200,000 | |
Customer lists | Wholesale Segment | Maximum | ||
Accumulated amortization | 100,000 | |
Non-competition agreements | Wholesale Segment | ||
Other intangible assets, net | 199,503 | 191,168 |
Accumulated amortization | 100,000 | |
Non-competition agreements | Wholesale Segment | Maximum | ||
Accumulated amortization | $ 100,000 | |
Trade name | Wholesale Segment | ||
Other intangible assets, net | 1,358,952 | |
Accumulated amortization | $ 100,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill | $ 5,778,325 | $ 5,277,950 | $ 4,436,950 |
Amortization expense related to finite-lived intangible assets | $ 400,000 | 100,000 | |
Customer lists | |||
Amortization period (in years) | 15 years | ||
Non-competition agreements | Minimum | |||
Amortization period (in years) | 3 years | ||
Non-competition agreements | Maximum | |||
Amortization period (in years) | 5 years | ||
Wholesale Segment | |||
Goodwill | $ 5,800,000 | $ 5,300,000 | |
Wholesale Segment | Trade name | |||
Amortization period (in years) | 7 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) | Sep. 30, 2023 USD ($) |
Estimated future amortization expense related to identifiable intangible assets with finite lives | |
Fiscal 2024 | $ 537,701 |
Fiscal 2025 | 506,869 |
Fiscal 2026 | 463,703 |
Fiscal 2027 | 463,703 |
Fiscal 2028 | 451,043 |
Fiscal 2029 and thereafter | 2,361,916 |
Total | $ 4,784,935 |
DEBT - Credit Facilities (Detai
DEBT - Credit Facilities (Details) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 USD ($) item | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Revolving credit facility | |||
Cross default provisions | $ 0 | ||
Number of credit facility agreements | item | 3 | ||
Facilities | |||
Revolving credit facility | |||
Borrowing capacity | $ 300 | ||
Maximum credit advances for certain inventory purchases under the facilities | 30 | ||
Credit limit | 239.1 | ||
Outstanding borrowings | 140.4 | ||
Credit available | $ 98.7 | ||
Average interest rate | 7.03% | ||
Peak borrowings | $ 159.7 | ||
Average borrowings | 124.3 | ||
Average availability | $ 86.4 | ||
Team Sledd Facility | |||
Revolving credit facility | |||
Borrowing capacity | $ 80 | $ 70 |
DEBT - Long-Term Debt (Details)
DEBT - Long-Term Debt (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Long-term obligations | ||
Long-term debt | $ 13,630,504 | $ 8,979,569 |
Less current maturities | (1,955,065) | (1,595,309) |
Long-term debt less current maturities | 11,675,439 | 7,384,260 |
4.50% Unsecured Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 968,589 | |
Fixed interest rate (as a percent) | 4.50% | |
Periodic installments of principal and interest | $ 49,114 | |
4.10% Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 5,174,188 | $ 5,572,766 |
Fixed interest rate (as a percent) | 4.10% | 4.10% |
Periodic installments of principal and interest | $ 53,361 | $ 53,361 |
3.25% Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 1,891,638 | $ 2,052,327 |
Fixed interest rate (as a percent) | 3.25% | 3.25% |
Periodic installments of principal and interest | $ 17,016 | $ 17,016 |
7.58% Notes Payable | ||
Long-term obligations | ||
Long-term debt | 288,237 | 385,887 |
Periodic installments of principal and interest | $ 7,934 | $ 7,934 |
Variable rate | 7.58% | 7.58% |
6.04% Note Payable | ||
Long-term obligations | ||
Long-term debt | $ 6,276,441 | |
Fixed interest rate (as a percent) | 6.04% | |
Periodic installments of principal and interest | $ 135,469 |
DEBT - Aggregate Minimum Princi
DEBT - Aggregate Minimum Principal Maturities (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Minimum principal maturities | ||
2024 | $ 1,955,065 | |
2025 | 2,155,322 | |
2026 | 2,070,599 | |
2027 | 2,185,096 | |
2028 | 1,345,134 | |
2029 and thereafter | 3,919,288 | |
Long-term debt | $ 13,630,504 | $ 8,979,569 |
DEBT - Cross Default and Co-Ter
DEBT - Cross Default and Co-Terminus Provisions and Other (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2023 USD ($) item | |
DEBT | |
Number of notes payable containing cross default provisions | item | 3 |
Number of cross defaults | item | 0 |
Cross default provisions | $ | $ 0 |
Letter of credit issued for worker's compensation insurance carrier as part of the entity's self-insured loss control program | $ | $ 0.5 |
INCOME TAXES - Components of in
INCOME TAXES - Components of income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Components of income tax expense from operations | ||
Current: Federal | $ 2,324,897 | $ 4,437,197 |
Current: State | 791,731 | 1,238,823 |
Current income tax expense | 3,116,628 | 5,676,020 |
Deferred: Federal | 2,199,672 | 677,357 |
Deferred: State | 389,700 | 120,003 |
Deferred income tax expense | 2,589,372 | 797,360 |
Income tax expense | $ 5,706,000 | $ 6,473,380 |
INCOME TAXES - Tax Expenses Rec
INCOME TAXES - Tax Expenses Reconciliation (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
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 | $ 3,633,503 | $ 4,509,855 |
Nondeductible business expenses | 1,313,864 | 1,333,491 |
State income taxes, net of federal tax benefit | 924,567 | 1,072,735 |
Tax attributable to non-controlling interest | (443,831) | (298,305) |
Other | 277,897 | (144,396) |
Income tax expense | $ 5,706,000 | $ 6,473,380 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 253,252 | $ 281,927 |
Accrued expenses | 273,313 | 1,090,219 |
Inventory | 533,723 | 414,239 |
Other | 618,256 | 163,399 |
Interest expense limitation | 753,451 | |
Net operating loss carry forwards - state | 697,013 | 697,013 |
Total gross deferred tax assets | 3,129,008 | 2,646,797 |
Less: Valuation allowance | (697,013) | (697,013) |
Total net deferred tax assets | 2,431,995 | 1,949,784 |
Deferred tax liabilities: | ||
Trade discounts | 471,126 | 418,660 |
Operating lease, right-of-use assets | 97,468 | 91,954 |
Property and equipment | 5,725,493 | 2,337,447 |
Goodwill | 921,799 | 921,799 |
Other | 412,221 | |
Intangible assets | 134,069 | 96,291 |
Total deferred tax liabilities | 7,349,955 | 4,278,372 |
Total net deferred income tax liability | $ 4,917,960 | $ 2,328,588 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
INCOME TAXES | ||
Valuation allowance against net operating losses | $ 0.7 | $ 0.7 |
MANDATORILY REDEEMABLE NON-CO_3
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | May 31, 2022 | Oct. 01, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Difference between the contractual amount due and the fair value | $ 700,000 | |||
Fair value of MRNCI as of September 2022 | 11,158,555 | |||
Redemption of non-controlling interests | (1,812,558) | |||
Distributions to non-controlling interest | (1,162,765) | |||
Change in fair value | 1,307,599 | $ 1,476,986 | ||
Fair value of MRNCI as of September 2023 | 9,490,831 | 11,158,555 | ||
Less current portion at fair value | (1,703,604) | $ (1,712,095) | ||
Noncurrent portion at fair value | $ 7,787,227 | |||
Team Sledd | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Interest own (as a percent) | 64% | 56% | 56% | 64% |
PROFIT SHARING PLANS (Details)
PROFIT SHARING PLANS (Details) $ in Millions | 12 Months Ended | |
Sep. 30, 2023 USD ($) plan | Sep. 30, 2022 USD ($) | |
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) | $ 1.6 | |
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) | $ 1.2 | |
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, 2023 | Sep. 30, 2022 | |
Liability Insurance | ||
Liabilities for workers' compensation, general liability and health insurance | $ 2.2 | $ 1.9 |
Self-insured liabilities reserve | ||
Beginning balance | 1.9 | 1.5 |
Charged to expense | 11.7 | 8.3 |
Payments | (11.4) | (7.9) |
Ending balance | $ 2.2 | $ 1.9 |
EQUITY-BASED INCENTIVE AWARDS -
EQUITY-BASED INCENTIVE AWARDS - Omnibus Plans (Details) - Omnibus Plans | Sep. 30, 2023 item shares |
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 | 125,998 |
Number of additional shares that may be awarded under the plan | 69,002 |
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, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Stock Units | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Non-vested awards outstanding at the end of the period (in shares) | 6,834 | 18,519 | |||
Vested during the period (in shares) | 11,685 | ||||
Direct cost to the recipients of the restricted stock units | $ 0 | ||||
Compensation expense | 1,100,000 | $ 2,300,000 | |||
Tax benefit related to compensation expense | 300,000 | 600,000 | |||
Total intrinsic value of equity-based compensation awards vested | 2,400,000 | $ 3,500,000 | |||
Total unamortized compensation expense | $ 0 | ||||
Restricted Stock Units 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) | 6,834 | ||||
Fair value of non-vested awards at the end of the period | $ 1,408,000 | ||||
Vested during the period (in shares) | 13,666 | ||||
Restricted Stock Units October 2020 | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Scheduled to vest | 6,834 | ||||
Restricted Stock Awards | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Original number of awards issued | 15,100 | ||||
Non-vested awards outstanding at the end of the period (in shares) | 25,167 | 15,100 | |||
Vested during the period (in shares) | 5,033 | ||||
Direct cost to the recipients of the restricted stock units | $ 0 | ||||
Compensation expense | 1,600,000 | $ 700,000 | |||
Tax benefit related to compensation expense | 400,000 | $ 200,000 | |||
Total unamortized compensation expense | $ 2,600,000 | ||||
Period over which unamortized compensation expense is expected to be amortized | 16 months | ||||
Restricted Stock Awards October 2021 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Original number of awards issued | 15,100 | ||||
Service period | 36 months | ||||
Estimated fair value of award at grant date | $ 2,089,000 | ||||
Non-vested awards outstanding at the end of the period (in shares) | 10,067 | ||||
Fair value of non-vested awards at the end of the period | $ 2,074,000 | ||||
Vested during the period (in shares) | 5,033 | ||||
Restricted Stock Awards October 2021 | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Scheduled to vest | 5,033 | ||||
Restricted Stock Awards October 2021 | Vest in October 2024 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Scheduled to vest | 5,034 | ||||
Restricted Stock Awards October 2022 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Original number of awards issued | 15,100 | ||||
Service period | 36 months | ||||
Estimated fair value of award at grant date | $ 2,824,000 | ||||
Non-vested awards outstanding at the end of the period (in shares) | 15,100 | ||||
Fair value of non-vested awards at the end of the period | $ 3,111,000 | ||||
Restricted Stock Awards October 2022 | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Scheduled to vest | 15,100 | ||||
Restricted Stock Awards October 2022 | Vest in October 2024 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Scheduled to vest | 15,100 | ||||
Restricted Stock Awards October 2022 | Vest in October 2025 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Scheduled to vest | 15,100 |
EQUITY-BASED INCENTIVE AWARDS_3
EQUITY-BASED INCENTIVE AWARDS - Restricted Stock Units/Restricted Stock Awards Activity (Details) | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Stock Units | |
Number of Shares | |
Nonvested restricted stock units/awards at the beginning of the period (in shares) | shares | 18,519 |
Vested (in shares) | shares | (11,685) |
Nonvested restricted stock units/awards at the end of the period (in shares) | shares | 6,834 |
Weighted Average Fair Value | |
Nonvested restricted stock units/awards at the beginning of the period (in dollars per share) | $ / shares | $ 210 |
Vested (in dollars per share) | $ / shares | 181.92 |
Nonvested restricted stock units/awards at the end of the period (in dollars per share) | $ / shares | $ 206 |
Restricted Stock Awards | |
Number of Shares | |
Nonvested restricted stock units/awards at the beginning of the period (in shares) | shares | 15,100 |
Granted (in shares) | shares | 15,100 |
Vested (in shares) | shares | (5,033) |
Nonvested restricted stock units/awards at the end of the period (in shares) | shares | 25,167 |
Weighted Average Fair Value | |
Nonvested restricted stock units/awards at the beginning of the period (in dollars per share) | $ / shares | $ 210 |
Granted (in dollars per share) | $ / shares | 187.02 |
Vested (in dollars per share) | $ / shares | 186.26 |
Nonvested restricted stock units/awards at the end of the period (in dollars per share) | $ / shares | $ 206 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) | 12 Months Ended | |
Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Information by business segments | ||
Number of reportable business segments | segment | 2 | |
Total external revenue | $ 2,539,994,999 | $ 2,010,798,385 |
Depreciation | 7,161,468 | 3,572,953 |
Amortization | 415,178 | 70,887 |
Operating income (loss) | 25,966,583 | 22,601,367 |
Interest expense | 8,550,431 | 2,249,552 |
Income (loss) from operations before taxes | 17,302,393 | 21,475,504 |
Equity method investment earnings, net of tax | 1,670,133 | |
Total assets | 363,429,200 | 289,124,527 |
Capital expenditures | 12,485,225 | 14,655,206 |
Cigarettes | ||
Information by business segments | ||
Total external revenue | 1,586,303,595 | 1,328,196,494 |
Tobacco | ||
Information by business segments | ||
Total external revenue | 462,509,541 | 342,997,425 |
Confectionery | ||
Information by business segments | ||
Total external revenue | 162,614,409 | 117,227,090 |
Health food | ||
Information by business segments | ||
Total external revenue | 43,119,285 | 46,206,417 |
Foodservice & other | ||
Information by business segments | ||
Total external revenue | 285,448,169 | 176,170,959 |
Other | ||
Information by business segments | ||
Operating income (loss) | (13,014,849) | (13,523,120) |
Interest expense | 8,550,431 | 2,249,552 |
Income (loss) from operations before taxes | (21,565,280) | (13,319,809) |
Equity method investment earnings, net of tax | 1,670,133 | |
Total assets | 984,227 | 713,108 |
Wholesale Segment | Segments | ||
Information by business segments | ||
Total external revenue | 2,496,875,714 | 1,964,591,968 |
Depreciation | 5,856,980 | 2,366,108 |
Amortization | 415,178 | 70,887 |
Operating income (loss) | 39,701,536 | 35,597,978 |
Income (loss) from operations before taxes | 38,653,470 | 34,225,516 |
Total assets | 345,459,274 | 271,202,838 |
Capital expenditures | 11,413,999 | 13,327,713 |
Wholesale Segment | Segments | Cigarettes | ||
Information by business segments | ||
Total external revenue | 1,586,303,595 | 1,328,196,494 |
Wholesale Segment | Segments | Tobacco | ||
Information by business segments | ||
Total external revenue | 462,509,541 | 342,997,425 |
Wholesale Segment | Segments | Confectionery | ||
Information by business segments | ||
Total external revenue | 162,614,409 | 117,227,090 |
Wholesale Segment | Segments | Foodservice & other | ||
Information by business segments | ||
Total external revenue | 285,448,169 | 176,170,959 |
Retail Segment | Segments | ||
Information by business segments | ||
Total external revenue | 43,119,285 | 46,206,417 |
Depreciation | 1,304,488 | 1,206,845 |
Operating income (loss) | (720,104) | 526,509 |
Income (loss) from operations before taxes | 214,203 | 569,797 |
Total assets | 16,985,699 | 17,208,581 |
Capital expenditures | 1,071,226 | 1,327,493 |
Retail Segment | Segments | Health food | ||
Information by business segments | ||
Total external revenue | $ 43,119,285 | $ 46,206,417 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2023 USD ($) shares | |
TREASURY STOCK | |
Number of shares of common stock repurchased | shares | 2,363 |
Value of shares of common stock repurchased | $ | $ 0.4 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Restricted stock - shares | 12 Months Ended | |
Oct. 24, 2023 | Sep. 30, 2023 | |
SUBSEQUENT EVENT | ||
Awards granted (in shares) | 15,100 | |
Subsequent event. | ||
SUBSEQUENT EVENT | ||
Awards granted (in shares) | 15,100 | |
Vesting period | 3 years |