Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2022 | Jan. 17, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-15589 | |
Entity Registrant Name | AMCON DISTRIBUTING CO | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-0702918 | |
Entity Address, Address Line One | 7405 Irvington Road | |
Entity Address, City or Town | Omaha | |
Entity Address, State or Province | NE | |
Entity Address, Postal Zip Code | 68122 | |
City Area Code | 402 | |
Local Phone Number | 331-3727 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Trading Symbol | DIT | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 611,052 | |
Entity Central Index Key | 0000928465 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 452,142 | $ 431,576 |
Accounts receivable, less allowance for doubtful accounts of $2.0 million at December 2022 and $2.5 million September 2022 | 54,482,938 | 62,367,888 |
Inventories, net | 185,213,063 | 134,654,637 |
Income taxes receivable | 660,617 | 819,595 |
Prepaid expenses and other current assets | 12,656,974 | 12,702,084 |
Total current assets | 253,465,734 | 210,975,780 |
Property and equipment, net | 48,449,099 | 48,085,520 |
Operating lease right-of-use assets, net | 19,078,842 | 19,941,009 |
Goodwill | 5,277,950 | 5,277,950 |
Other intangible assets, net | 2,050,580 | 2,093,113 |
Other assets | 2,551,744 | 2,751,155 |
Total assets | 330,873,949 | 289,124,527 |
Current liabilities: | ||
Accounts payable | 33,296,105 | 39,962,363 |
Accrued expenses | 14,658,185 | 14,446,210 |
Accrued wages, salaries and bonuses | 3,794,970 | 7,811,207 |
Current operating lease liabilities | 6,426,103 | 6,454,473 |
Current maturities of long-term debt | 1,554,653 | 1,595,309 |
Current mandatorily redeemable non-controlling interest | 1,755,611 | 1,712,095 |
Total current liabilities | 61,485,627 | 71,981,657 |
Credit facilities | 141,488,518 | 91,262,438 |
Deferred income tax liability, net | 3,474,410 | 2,328,588 |
Long-term operating lease liabilities | 12,989,955 | 13,787,721 |
Long-term debt, less current maturities | 7,222,520 | 7,384,260 |
Mandatorily redeemable non-controlling interest, less current portion | 9,348,028 | 9,446,460 |
Other long-term liabilities | 152,889 | 103,968 |
Shareholders' equity: | ||
Preferred stock, $.01 par value, 1,000,000 shares authorized | ||
Common stock, $.01 par value, 3,000,000 shares authorized, 611,052 shares outstanding at December 2022 and 584,789 shares outstanding at September 2022 | 9,431 | 9,168 |
Additional paid-in capital | 29,357,154 | 26,903,201 |
Retained earnings | 96,212,704 | 96,784,353 |
Treasury stock at cost | (30,867,287) | (30,867,287) |
Total shareholders' equity | 94,712,002 | 92,829,435 |
Total liabilities and shareholders' equity | $ 330,873,949 | $ 289,124,527 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Sep. 30, 2022 |
Condensed Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 2 | $ 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) | 611,052 | 584,789 |
Condensed Consolidated Unaudite
Condensed Consolidated Unaudited Statements of Operations - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Consolidated Unaudited Statements of Operations | ||
Sales (including excise taxes of $130.3 million and $97.1 million, respectively) | $ 565,989,507 | $ 422,571,278 |
Cost of sales | 531,019,924 | 395,638,615 |
Gross profit | 34,969,583 | 26,932,663 |
Selling, general and administrative expenses | 28,379,186 | 22,390,740 |
Depreciation and amortization | 1,070,886 | 784,245 |
Total operating expenses | 29,450,072 | 23,174,985 |
Operating income | 5,519,511 | 3,757,678 |
Other expense (income): | ||
Interest expense | 1,694,158 | 322,097 |
Change in fair value of mandatorily redeemable non-controlling interest | (54,916) | |
Other (income), net | (53,532) | (40,109) |
Total other expenses (income) | 1,585,710 | 281,988 |
Income from operations before income taxes | 3,933,801 | 3,475,690 |
Income tax expense | 1,304,800 | 1,245,000 |
Equity method investment earnings, net of tax | 770,365 | |
Net income available to common shareholders | $ 2,629,001 | $ 3,001,055 |
Basic earnings per share available to common shareholders | $ 4.52 | $ 5.33 |
Diluted earnings per share available to common shareholders | $ 4.46 | $ 5.18 |
Basic weighted average shares outstanding | 581,612 | 563,546 |
Diluted weighted average shares outstanding | 589,881 | 578,964 |
Dividends paid per common share | $ 0.18 | $ 5.18 |
Condensed Consolidated Unaudi_2
Condensed Consolidated Unaudited Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Consolidated Unaudited Statements of Operations | ||
Sales, excise taxes | $ 130.3 | $ 97.1 |
Condensed Consolidated Unaudi_3
Condensed Consolidated Unaudited 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 | (332,220) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Dividends on common stock | (3,114,775) | (3,114,775) | |||
Compensation expense and settlement of equity-based awards | $ 314 | 2,080,954 | 2,081,268 | ||
Compensation expense and settlement of equity-based awards (in shares) | 31,420 | ||||
Net income available to common shareholders | 3,001,055 | 3,001,055 | |||
Balance at Dec. 31, 2021 | $ 9,148 | $ (30,867,287) | 26,999,735 | 83,438,578 | 79,580,174 |
Balance (in shares) at Dec. 31, 2021 | 915,009 | (332,220) | |||
Balance at Sep. 30, 2022 | $ 9,168 | $ (30,867,287) | 26,903,201 | 96,784,353 | $ 92,829,435 |
Balance (in shares) at Sep. 30, 2022 | 917,009 | (332,220) | 584,789 | ||
Increase (Decrease) in Stockholders' Equity | |||||
Dividends on common stock | (3,200,650) | $ (3,200,650) | |||
Compensation expense and settlement of equity-based awards | $ 263 | 2,453,953 | 2,454,216 | ||
Compensation expense and settlement of equity-based awards (in shares) | 26,263 | ||||
Net income available to common shareholders | 2,629,001 | 2,629,001 | |||
Balance at Dec. 31, 2022 | $ 9,431 | $ (30,867,287) | $ 29,357,154 | $ 96,212,704 | $ 94,712,002 |
Balance (in shares) at Dec. 31, 2022 | 943,272 | (332,220) | 611,052 |
Condensed Consolidated Unaudi_4
Condensed Consolidated Unaudited Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Consolidated Unaudited Statements of Shareholders' Equity | ||
Dividends on common stock | $ 5.18 | $ 5.18 |
Condensed Consolidated Unaudi_5
Condensed Consolidated Unaudited Statements of Cash Flows - USD ($) | 3 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income available to common shareholders | $ 2,629,001 | $ 3,001,055 | |
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities: | |||
Depreciation | 1,028,353 | 784,245 | |
Amortization | 42,533 | ||
Equity method investment earnings, net of tax | (770,365) | ||
(Gain) loss on sales of property and equipment | (36,000) | (31,000) | |
Equity-based compensation | 390,570 | 710,056 | |
Deferred income taxes | 1,145,822 | 1,173,648 | |
Provision for losses on doubtful accounts | (496,332) | (102,000) | |
Inventory allowance | 141,087 | 99,304 | |
Change in fair value of mandatorily redeemable non-controlling interest | (54,916) | $ (54,916) | |
Changes in assets and liabilities | |||
Accounts receivable | 8,381,282 | 5,084,916 | |
Inventories | (50,699,513) | (2,629,537) | |
Prepaid and other current assets | 45,110 | (6,573) | |
Other assets | 199,411 | 22,184 | |
Accounts payable | (6,602,785) | (5,750,609) | |
Accrued expenses and accrued wages, salaries and bonuses | (4,794,015) | (1,519,848) | |
Other long-term liabilities | 48,921 | (743,776) | |
Income taxes payable and receivable | 158,978 | 71,352 | |
Net cash flows from (used in) operating activities | (48,472,493) | (606,948) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (1,455,405) | (333,084) | |
Proceeds from sales of property and equipment | 36,000 | 31,000 | |
Principal payment received on note receivable | 175,000 | ||
Net cash flows from (used in) investing activities | (1,419,405) | (127,084) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings under revolving credit facilities | 639,488,133 | 439,039,482 | |
Repayments under revolving credit facilities | (589,262,053) | (434,242,609) | |
Principal payments on long-term debt | (202,396) | (138,284) | |
Dividends on common stock | (111,220) | (3,114,775) | |
Settlement and withholdings of equity-based awards | (488,412) | ||
Net cash flows from (used in) financing activities | 49,912,464 | 1,055,402 | |
Net change in cash | 20,566 | 321,370 | |
Cash, beginning of period | 431,576 | 519,591 | |
Cash, end of period | 452,142 | $ 431,576 | 840,961 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 1,458,843 | 333,941 | |
Supplemental disclosure of non-cash information: | |||
Equipment acquisitions classified in accounts payable | 28,183 | 16,591 | |
Dividends declared, not paid | 3,089,430 | ||
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 AND BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION AMCON Distributing Company and Subsidiaries (“AMCON” or the “Company”) operate two business segments: ● Our wholesale distribution segment (“Wholesale Segment”) distributes consumer products and provides a full range of programs and services to our customers that are focused on helping them manage their business and increase their profitability. We serve customers in 30 states and primarily operate in the Central, Rocky Mountain, Mid-South and Mid-Atlantic regions of the United States. ● Our retail health food segment (“Retail Segment”) operates nineteen health food retail stores located throughout the Midwest and Florida. WHOLESALE SEGMENT Our Wholesale Segment is one of the largest wholesale distributors in the United States serving approximately 5,400 retail outlets including convenience stores, grocery stores, liquor stores, drug stores, and tobacco shops. We currently distribute over 17,000 different consumer products, including cigarettes and tobacco products, candy and other confectionery, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. Convenience stores represent our largest customer category. In December 2022, Convenience Store News ranked us as the sixth (6th) largest convenience store distributor in the United States based on annual sales. Our Wholesale Segment offers retailers the ability to take advantage of manufacturer and Company sponsored sales and marketing programs, merchandising and product category management services, and the use of information systems and data services that are focused on minimizing retailers’ investment in inventory, while seeking to maximize their sales and profits. In addition, our wholesale distributing capabilities provide valuable services to both manufacturers of consumer products and convenience retailers. Manufacturers benefit from our broad retail coverage, inventory management, efficiency in processing small orders, and frequency of deliveries. Convenience retailers benefit from our distribution capabilities by gaining access to a broad product line, inventory optimization and merchandising expertise, information systems, and accessing trade credit. Our Wholesale Segment operates seven distribution centers located in Illinois, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia (operated by our Team Sledd, LLC As previously disclosed, the Company entered into an asset purchase agreement with Henry’s Foods, Inc. (“Henry’s”), under which the Company agreed to purchase substantially all of Henry’s wholesale distribution assets for approximately $30.3 million plus any working capital adjustments. The Company expects to fund the purchase with borrowings from its existing bank group. The transaction is expected to close during the Company’s second fiscal quarter of 2023. RETAIL SEGMENT Our Retail Segment, through our Healthy Edge Retail Group We operate within the natural products retail industry, which is a subset of the U.S. grocery industry. This industry includes conventional, natural, gourmet and specialty food markets, mass and discount retailers, warehouse clubs, health food stores, dietary supplement retailers, drug stores, farmers markets, mail order and online retailers, and multi-level marketers. Our Retail Segment operates nineteen retail health food stores as Chamberlin’s Natural Foods (“Chamberlin’s”), Akin’s Natural Foods (“Akin’s”), and Earth Origins Market (“EOM”). These stores carry over 35,000 different national and regionally branded and private label products including high-quality natural, organic, and specialty foods consisting of produce, baked goods, frozen foods, nutritional supplements, personal care items, and general merchandise. FINANCIAL STATEMENTS The Company’s fiscal year ends on September 30 th 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 is currently reviewing this ASU and its potential impact on our consolidated financial statements. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Dec. 31, 2022 | |
INVENTORIES | |
INVENTORIES | 2. INVENTORIES Inventories in our Wholesale Segment consisted of finished goods and are stated at the lower of cost or net realizable value, determined on a FIFO basis. Inventories in our Retail Segment consisted of finished goods and are stated at the lower of cost or market using the retail method. The wholesale distribution and retail health food segment inventories consist of finished products purchased in bulk quantities to be redistributed to the Company’s customers or sold at retail. Finished goods included total reserves of approximately $1.2 million at December 2022 and $1.1 million at September 2022. These reserves include the Company’s obsolescence allowance, which reflects estimated unsalable or non-refundable inventory based upon an evaluation of slow moving and discontinued products. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 3. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill at December 2022 and September 2022 was as follows: December September 2022 2022 Wholesale Segment $ 5,277,950 $ 5,277,950 Other intangible assets at December 2022 and September 2022 consisted of the following: December September 2022 2022 Customer list (Wholesale Segment) (less accumulated amortization of $0.1 million at December 2022 and less than $0.1 million at September 2022) $ 1,377,912 $ 1,401,945 Non-competition agreement (Wholesale Segment) (less accumulated amortization of less than $0.1 million at both December 2022 and September 2022) 172,668 191,168 Trademarks and tradenames (Retail Segment) 500,000 500,000 $ 2,050,580 $ 2,093,113 Goodwill, trademarks and tradenames are considered to have indefinite useful lives and therefore no amortization has been recorded on these assets. Goodwill recorded on the Company’s consolidated balance sheets represent amounts allocated to its wholesale reporting unit which totaled approximately $5.3 million at both December 2022 and September 2022. The Company performs its annual impairment testing during the fourth fiscal quarter of each year or as circumstances change or necessitate. There have been no material changes to the Company’s impairment assessments since its fiscal year ended September 2022. At December 2022, identifiable intangible assets considered to have finite lives were represented by a customer list which is being amortized over fifteen years and a non-competition agreement which is being amortized over three years . These intangible assets are evaluated for accelerated attrition or amortization adjustments if warranted. Amortization expense related to these assets was less than $0.1 million for the three month period ended December 2022. Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at December 2022: December 2022 Fiscal 2023 (1) $ 127,598 Fiscal 2024 170,130 Fiscal 2025 139,303 Fiscal 2026 96,132 Fiscal 2027 96,132 Fiscal 2028 and thereafter 921,285 $ 1,550,580 (1) Represents amortization for the remaining nine months of Fiscal 2023. |
DIVIDENDS
DIVIDENDS | 3 Months Ended |
Dec. 31, 2022 | |
DIVIDENDS | |
DIVIDENDS | 4. DIVIDENDS The Company paid a $0.18 per share cash dividend on its common stock totaling $0.1 million in each of the three month periods ended December 2022 and December 2021. During Q1 2023, the Company declared a $5.00 per share special dividend totaling approximately $3.1 million that was included in accrued expenses on the consolidated balance sheet at December 2022 and was paid in Q2 2023. During Q1 2022, the Company declared and paid a $5.00 per share special dividend totaling approximately $3.0 million. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 5. EARNINGS PER SHARE Basic earnings per share available to common shareholders is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per share available to common shareholders is calculated by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and the weighted average dilutive equity awards. For the three months ended December 2022 2021 Basic Diluted Basic Diluted Weighted average number of common shares outstanding 581,612 581,612 563,546 563,546 Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1) — 8,269 — 15,418 Weighted average number of shares outstanding 581,612 589,881 563,546 578,964 Net income available to common shareholders $ 2,629,001 $ 2,629,001 $ 3,001,055 $ 3,001,055 Net earnings per share available to common shareholders $ 4.52 $ 4.46 $ 5.33 $ 5.18 (1) Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive. |
DEBT
DEBT | 3 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | 6. DEBT The Company primarily finances its operations through two credit facility agreements (the “AMCON Facility” and the “Team Sledd Facility”, and together “the Facilities”) and long-term debt agreements with banks. The amount available for use from the Facilities at any given time is subject to a number of factors, including eligible accounts receivable and inventory balances that fluctuate day-to-day, as well as the value of certain real estate collateral. Based on the collateral and loan limits as defined in the Facility agreements, the credit limit of the combined Facilities at December 2022 was $230.8 million, of which $141.5 million was outstanding, leaving $89.3 million available. The average interest rate of the Facilities was 6.45% at December 2022. For the three months ended December 2022, the peak borrowings under the Facilities was $150.4 million, and the average borrowings and average availability under the Facilities was $114.3 million and $84.3 million, respectively. Cross Default and Co-Terminus Provisions Team Sledd’s three notes payable and the Team Sledd Facility contain cross default provisions. There were no such cross defaults at December 2022. The Company was in compliance with all of its financial covenants under the Facilities at December 2022. 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 | 3 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 7. INCOME TAXES The change in the Company’s effective income tax rate for the three month period ended December 2022 as compared to the respective prior year period, was primarily related to non-deductible compensation expense in relation to the amount of income from operations before income tax expense between the comparative periods. |
MANDATORILY REDEEMABLE NON-CONT
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST | 3 Months Ended |
Dec. 31, 2022 | |
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST | |
Noncontrolling Interest Disclosure [Text Block] | 8. MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST Mandatorily redeemable non-controlling interest (“MRNCI”) recorded on the Company’s consolidated balance sheet represents the non-controlling interest in the Company’s strategic investment in Team Sledd, LLC (“Team Sledd”). Financial Instruments Fair value of MRNCI as of September 2022 $ 11,158,555 Distributions to non-controlling interest — Change in fair value (54,916) Fair value of MRNCI as of December 2022 $ 11,103,639 Less current portion at fair value (1,755,611) $ 9,348,028 |
EQUITY-BASED INCENTIVE AWARDS
EQUITY-BASED INCENTIVE AWARDS | 3 Months Ended |
Dec. 31, 2022 | |
EQUITY-BASED INCENTIVE AWARDS | |
EQUITY-BASED INCENTIVE AWARDS | 9. EQUITY-BASED INCENTIVE AWARDS 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 December 2022, 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 December 2022, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock unit awards to members of the Company’s management team pursuant to the provisions of the Company’s Omnibus Plans: Restricted Stock Units (1) 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 December 2022: 6,834 Fair value of non-vested awards at December 2022 of approximately: $ 1,237,000 (1) 13,666 of the restricted stock units were vested as of December 2022. 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 The following summarizes restricted stock unit activity under the Omnibus Plans during Q1 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 December 2022 6,834 $ 181.00 Restricted Stock Awards At December 2022, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock awards to members of the Company’s management team pursuant to the provisions of the Company’s Omnibus Plans: Restricted Stock Awards (1) 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 December 2022: 10,067 15,100 Fair value of non-vested awards at December 2022 of approximately: $ 1,822,000 2,733,000 (1) 5,033 of the restricted stock awards were vested as of December 2022. 5,033 restricted stock awards will vest in October 2023 and 5,034 will vest in October 2024. (2) The 15,100 restricted stock awards will vest in equal amounts in October 2023, October 2024 and October 2025. There is no direct cost to the recipients of the restricted stock awards, except for any applicable taxes. The restricted stock awards provide that the recipients receive common stock in the Company, subject to certain restrictions until such time as the awards vest. The recipients of the restricted stock awards are entitled to the customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company’s common stock. All cash dividends and/or distributions payable to restricted stock recipients will be held in escrow until all the conditions of vesting have been met. The compensation expense recorded in the Company’s Statement of Operations reflects the straight-line amortized fair value. The following summarizes restricted stock award activity under the Omnibus Plans during Q1 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 December 2022 25,167 $ 181.00 All Equity-Based Awards (restricted stock units and restricted stock awards) Net income before income taxes included compensation expense of approximately $0.4 million and $0.7 million during Q1 2023 and Q1 2022, respectively, related to the amortization of all equity-based compensation awards. Total unamortized compensation expense related to these awards at December 2022 and September 2022 was approximately $4.7 million and $2.8 million, respectively. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Dec. 31, 2022 | |
BUSINESS SEGMENTS | |
BUSINESS SEGMENTS | 10. BUSINESS SEGMENTS The Company has two reportable business segments: the wholesale distribution of consumer products which includes Team Sledd, and the retail sale of health and natural food products. The aggregation of the Company’s business operations into these business segments was based on a range of considerations including but not limited to the characteristics of each business, similarities in the nature and type of products sold, customer classes, methods used to sell the products and economic profiles. Included in the “Other” column are intercompany eliminations, equity method investment earnings, net of tax and assets held and charges incurred and income earned by our holding company. The segments are evaluated on revenues, gross margins, operating income (loss), and income (loss) from operations before taxes. Wholesale Retail Segment Segment Other Consolidated THREE MONTHS ENDED DECEMBER 2022 External revenue: Cigarettes $ 367,689,677 $ — $ — $ 367,689,677 Tobacco 104,039,120 — — 104,039,120 Confectionery 32,558,996 — — 32,558,996 Health food — 10,261,873 — 10,261,873 Foodservice & other 51,439,841 — — 51,439,841 Total external revenue 555,727,634 10,261,873 — 565,989,507 Depreciation 750,130 278,223 — 1,028,353 Amortization 42,533 — — 42,533 Operating income (loss) 8,240,495 (266,616) (2,454,368) 5,519,511 Interest expense 886,148 — 808,010 1,694,158 Income (loss) from operations before taxes 7,327,399 (242,500) (3,151,098) 3,933,801 Total assets 313,505,013 16,681,645 687,291 330,873,949 Capital expenditures 1,248,067 143,865 — 1,391,932 Wholesale Retail Segment Segment Other Consolidated THREE MONTHS ENDED DECEMBER 2021 External revenue: Cigarettes $ 279,366,392 $ — $ — $ 279,366,392 Tobacco 69,068,234 — — 69,068,234 Confectionery 24,479,036 — — 24,479,036 Health food — 11,925,205 — 11,925,205 Foodservice & other 37,732,411 — — 37,732,411 Total external revenue 410,646,073 11,925,205 — 422,571,278 Depreciation 486,765 297,480 — 784,245 Operating income (loss) 7,438,666 461,585 (4,142,573) 3,757,678 Interest expense 55,495 — 266,602 322,097 Income (loss) from operations before taxes 7,391,732 464,742 (4,380,784) 3,475,690 Equity method investment earnings, net of tax — — 770,365 770,365 Total assets 153,998,433 17,710,816 13,939,522 185,648,771 Capital expenditures 176,981 44,445 — 221,426 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
WHOLESALE SEGMENT AND RETAIL SEGMENT | AMCON Distributing Company and Subsidiaries (“AMCON” or the “Company”) operate two business segments: ● Our wholesale distribution segment (“Wholesale Segment”) distributes consumer products and provides a full range of programs and services to our customers that are focused on helping them manage their business and increase their profitability. We serve customers in 30 states and primarily operate in the Central, Rocky Mountain, Mid-South and Mid-Atlantic regions of the United States. ● Our retail health food segment (“Retail Segment”) operates nineteen health food retail stores located throughout the Midwest and Florida. WHOLESALE SEGMENT Our Wholesale Segment is one of the largest wholesale distributors in the United States serving approximately 5,400 retail outlets including convenience stores, grocery stores, liquor stores, drug stores, and tobacco shops. We currently distribute over 17,000 different consumer products, including cigarettes and tobacco products, candy and other confectionery, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. Convenience stores represent our largest customer category. In December 2022, Convenience Store News ranked us as the sixth (6th) largest convenience store distributor in the United States based on annual sales. Our Wholesale Segment offers retailers the ability to take advantage of manufacturer and Company sponsored sales and marketing programs, merchandising and product category management services, and the use of information systems and data services that are focused on minimizing retailers’ investment in inventory, while seeking to maximize their sales and profits. In addition, our wholesale distributing capabilities provide valuable services to both manufacturers of consumer products and convenience retailers. Manufacturers benefit from our broad retail coverage, inventory management, efficiency in processing small orders, and frequency of deliveries. Convenience retailers benefit from our distribution capabilities by gaining access to a broad product line, inventory optimization and merchandising expertise, information systems, and accessing trade credit. Our Wholesale Segment operates seven distribution centers located in Illinois, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia (operated by our Team Sledd, LLC As previously disclosed, the Company entered into an asset purchase agreement with Henry’s Foods, Inc. (“Henry’s”), under which the Company agreed to purchase substantially all of Henry’s wholesale distribution assets for approximately $30.3 million plus any working capital adjustments. The Company expects to fund the purchase with borrowings from its existing bank group. The transaction is expected to close during the Company’s second fiscal quarter of 2023. RETAIL SEGMENT Our Retail Segment, through our Healthy Edge Retail Group We operate within the natural products retail industry, which is a subset of the U.S. grocery industry. This industry includes conventional, natural, gourmet and specialty food markets, mass and discount retailers, warehouse clubs, health food stores, dietary supplement retailers, drug stores, farmers markets, mail order and online retailers, and multi-level marketers. Our Retail Segment operates nineteen retail health food stores as Chamberlin’s Natural Foods (“Chamberlin’s”), Akin’s Natural Foods (“Akin’s”), and Earth Origins Market (“EOM”). These stores carry over 35,000 different national and regionally branded and private label products including high-quality natural, organic, and specialty foods consisting of produce, baked goods, frozen foods, nutritional supplements, personal care items, and general merchandise. |
FINANCIAL STATEMENTS | FINANCIAL STATEMENTS The Company’s fiscal year ends on September 30 th |
ACCOUNTING PRONOUNCEMENTS | 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 is currently reviewing this ASU and its potential impact on our consolidated financial statements. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of goodwill | December September 2022 2022 Wholesale Segment $ 5,277,950 $ 5,277,950 |
Schedule of other intangible assets | December September 2022 2022 Customer list (Wholesale Segment) (less accumulated amortization of $0.1 million at December 2022 and less than $0.1 million at September 2022) $ 1,377,912 $ 1,401,945 Non-competition agreement (Wholesale Segment) (less accumulated amortization of less than $0.1 million at both December 2022 and September 2022) 172,668 191,168 Trademarks and tradenames (Retail Segment) 500,000 500,000 $ 2,050,580 $ 2,093,113 |
Schedule of estimated future amortization expense related to identifiable intangible assets with finite lives | Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at December 2022: December 2022 Fiscal 2023 (1) $ 127,598 Fiscal 2024 170,130 Fiscal 2025 139,303 Fiscal 2026 96,132 Fiscal 2027 96,132 Fiscal 2028 and thereafter 921,285 $ 1,550,580 (1) Represents amortization for the remaining nine months of Fiscal 2023. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE | |
Schedule of net earnings per share available to common shareholders | For the three months ended December 2022 2021 Basic Diluted Basic Diluted Weighted average number of common shares outstanding 581,612 581,612 563,546 563,546 Weighted average net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1) — 8,269 — 15,418 Weighted average number of shares outstanding 581,612 589,881 563,546 578,964 Net income available to common shareholders $ 2,629,001 $ 2,629,001 $ 3,001,055 $ 3,001,055 Net earnings per share available to common shareholders $ 4.52 $ 4.46 $ 5.33 $ 5.18 (1) Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive. |
MANDATORILY REDEEMABLE NON-CO_2
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST | |
Schedule of mandatorily redeemable non-controlling interest | Fair value of MRNCI as of September 2022 $ 11,158,555 Distributions to non-controlling interest — Change in fair value (54,916) Fair value of MRNCI as of December 2022 $ 11,103,639 Less current portion at fair value (1,755,611) $ 9,348,028 |
EQUITY-BASED INCENTIVE AWARDS (
EQUITY-BASED INCENTIVE AWARDS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
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 December 2022: 6,834 Fair value of non-vested awards at December 2022 of approximately: $ 1,237,000 (1) 13,666 of the restricted stock units were vested as of December 2022. 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 December 2022 6,834 $ 181.00 |
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 December 2022: 10,067 15,100 Fair value of non-vested awards at December 2022 of approximately: $ 1,822,000 2,733,000 (1) 5,033 of the restricted stock awards were vested as of December 2022. 5,033 restricted stock awards will vest in October 2023 and 5,034 will vest in October 2024. (2) The 15,100 restricted stock awards will vest in equal amounts in October 2023, October 2024 and October 2025. |
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 December 2022 25,167 $ 181.00 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
BUSINESS SEGMENTS | |
Schedule of segment information | Wholesale Retail Segment Segment Other Consolidated THREE MONTHS ENDED DECEMBER 2022 External revenue: Cigarettes $ 367,689,677 $ — $ — $ 367,689,677 Tobacco 104,039,120 — — 104,039,120 Confectionery 32,558,996 — — 32,558,996 Health food — 10,261,873 — 10,261,873 Foodservice & other 51,439,841 — — 51,439,841 Total external revenue 555,727,634 10,261,873 — 565,989,507 Depreciation 750,130 278,223 — 1,028,353 Amortization 42,533 — — 42,533 Operating income (loss) 8,240,495 (266,616) (2,454,368) 5,519,511 Interest expense 886,148 — 808,010 1,694,158 Income (loss) from operations before taxes 7,327,399 (242,500) (3,151,098) 3,933,801 Total assets 313,505,013 16,681,645 687,291 330,873,949 Capital expenditures 1,248,067 143,865 — 1,391,932 Wholesale Retail Segment Segment Other Consolidated THREE MONTHS ENDED DECEMBER 2021 External revenue: Cigarettes $ 279,366,392 $ — $ — $ 279,366,392 Tobacco 69,068,234 — — 69,068,234 Confectionery 24,479,036 — — 24,479,036 Health food — 11,925,205 — 11,925,205 Foodservice & other 37,732,411 — — 37,732,411 Total external revenue 410,646,073 11,925,205 — 422,571,278 Depreciation 486,765 297,480 — 784,245 Operating income (loss) 7,438,666 461,585 (4,142,573) 3,757,678 Interest expense 55,495 — 266,602 322,097 Income (loss) from operations before taxes 7,391,732 464,742 (4,380,784) 3,475,690 Equity method investment earnings, net of tax — — 770,365 770,365 Total assets 153,998,433 17,710,816 13,939,522 185,648,771 Capital expenditures 176,981 44,445 — 221,426 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) $ in Millions | 1 Months Ended | 3 Months Ended |
Dec. 31, 2022 ft² item | Dec. 31, 2022 USD ($) ft² item segment state | |
Number of business segments | segment | 2 | |
Substantially all of Henry's wholesale distribution assets | ||
Consideration of asset purchase | $ | $ 30.3 | |
Wholesale Segment | ||
Number of states served | state | 30 | |
Number of retail outlets served | 5,400 | |
Number of products sold or distributed | 17,000 | |
Rank assigned by Convenience Store News | 6 | |
Number of distribution centers | 7 | |
Floor space occupied by distribution centers (in square feet) | ft² | 885,000 | 885,000 |
Retail Segment | ||
Number of operating health food retail stores | 19 | 19 |
Number of products sold or distributed | 35,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Sep. 30, 2022 |
INVENTORIES | ||
Total reserves on finished goods | $ 1.2 | $ 1.1 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Goodwill by reporting segment | ||
Goodwill | $ 5,277,950 | $ 5,277,950 |
Wholesale Segment | ||
Goodwill by reporting segment | ||
Goodwill | $ 5,277,950 | $ 5,277,950 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Other intangible assets, net | $ 2,050,580 | $ 2,093,113 |
Trademarks and tradenames | Retail Segment | ||
Other intangible assets, net | 500,000 | 500,000 |
Customer list | Wholesale Segment | ||
Other intangible assets, net | 1,377,912 | 1,401,945 |
Accumulated amortization | 100,000 | 100,000 |
Non-competition agreement | Wholesale Segment | ||
Other intangible assets, net | 172,668 | 191,168 |
Non-competition agreement | Wholesale Segment | Maximum | ||
Accumulated amortization | $ 100,000 | $ 100,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Goodwill | $ 5,277,950 | $ 5,277,950 |
Maximum | ||
Amortization expense related to finite-lived intangible assets | $ 100,000 | |
Customer list | ||
Amortization period (in years) | 15 years | |
Non-competition agreement | ||
Amortization period (in years) | 3 years | |
Wholesale Segment | ||
Goodwill | $ 5,277,950 | $ 5,277,950 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) | Dec. 31, 2022 USD ($) |
Estimated future amortization expense related to identifiable intangible assets with finite lives | |
Fiscal 2023 | $ 127,598 |
Fiscal 2024 | 170,130 |
Fiscal 2025 | 139,303 |
Fiscal 2026 | 96,132 |
Fiscal 2027 | 96,132 |
Fiscal 2028 and thereafter | 921,285 |
Total | $ 1,550,580 |
DIVIDENDS (Details)
DIVIDENDS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends paid (in USD per share) | $ 0.18 | $ 5.18 |
Dividend paid | $ 111,220 | $ 3,114,775 |
Cash dividend | ||
Dividends paid (in USD per share) | $ 0.18 | $ 0.18 |
Dividend paid | $ 100,000 | $ 100,000 |
Special dividend | ||
Dividend declared (in USD per share) | $ 5 | $ 5 |
Dividend declared | $ 3,100,000 | $ 3,000,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EARNINGS PER SHARE | ||
Weighted average number of common shares outstanding, Basic | 581,612 | 563,546 |
Net income available to common shareholders, Basic | $ 2,629,001 | $ 3,001,055 |
Net earnings per share available to common shareholders, Basic (in dollars per share) | $ 4.52 | $ 5.33 |
Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock | 8,269 | 15,418 |
Weighted average number of shares outstanding, Diluted | 589,881 | 578,964 |
Net income available to common shareholders, Diluted | $ 2,629,001 | $ 3,001,055 |
Net earnings per share available to common shareholders, Diluted (in dollars per share) | $ 4.46 | $ 5.18 |
DEBT - Credit Facilities (Detai
DEBT - Credit Facilities (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) item | |
Revolving credit facility | |
Number of credit facility agreements | item | 2 |
Facilities | |
Revolving credit facility | |
Borrowing capacity | $ 250 |
Maximum credit advances for certain inventory purchases under the facilities | 30 |
Credit limit | 230.8 |
Outstanding borrowings | 141.5 |
Credit available | $ 89.3 |
Average interest rate | 6.45% |
Peak borrowings | $ 150.4 |
Average borrowings | 114.3 |
Average availability | $ 84.3 |
DEBT - Cross Default and Co-Ter
DEBT - Cross Default and Co-Terminus Provisions and Other (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) item | |
DEBT | |
Number of notes payable containing cross default provisions | 3 |
Number of cross defaults | 0 |
Letter of credit issued for worker's compensation insurance carrier as part of the entity's self-insured loss control program | $ | $ 0.5 |
MANDATORILY REDEEMABLE NON-CO_3
MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Difference between the contractual amount due and the fair value | $ 500,000 | |
Fair value of MRNCI as of September 30, 2022 | 11,158,555 | |
Change in fair value | (54,916) | $ (54,916) |
Fair value of MRNCI as of December 31, 2022 | 11,103,639 | 11,158,555 |
Less current portion at fair value | (1,755,611) | $ (1,712,095) |
Noncurrent portion at fair value | $ 9,348,028 | |
Team Sledd | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Interest own (as a percent) | 56% | 56% |
EQUITY-BASED INCENTIVE AWARDS_2
EQUITY-BASED INCENTIVE AWARDS (Details) $ in Millions | 3 Months Ended | |
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Aggregate intrinsic value and fair value of options outstanding | ||
Compensation expense | $ | $ 0.4 | $ 0.7 |
Omnibus Plans | ||
EQUITY-BASED INCENTIVE AWARD | ||
Number of incentive plans | 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 -
EQUITY-BASED INCENTIVE AWARDS - Authorized and Approved Restricted Stock Units/Restricted Stock Awards (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2022 | Sep. 30, 2022 | |
EQUITY-BASED INCENTIVE AWARD | |||||
Total unamortized compensation expense | $ 4,700,000 | $ 2,800,000 | |||
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 | ||||
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 | $ 1,237,000 | ||||
Vested during the period (in shares) | 13,666 | ||||
Restricted Stock Units October 2020 | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 6,834 | ||||
Restricted Stock Awards | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Original number of awards issued | 15,100 | ||||
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 | ||||
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 | $ 1,822,000 | ||||
Vested during the period (in shares) | 5,033 | ||||
Restricted Stock Awards October 2021 | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 5,033 | ||||
Restricted Stock Awards October 2021 | Vest in October 2024 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units 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 | $ 2,733,000 | ||||
Restricted Stock Awards October 2022 | Vest in October 2023 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 15,100 | ||||
Restricted Stock Awards October 2022 | Vest in October 2024 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 15,100 | ||||
Restricted Stock Awards October 2022 | Vest in October 2025 | |||||
EQUITY-BASED INCENTIVE AWARD | |||||
Units scheduled to vest | 15,100 |
EQUITY-BASED INCENTIVE AWARDS_3
EQUITY-BASED INCENTIVE AWARDS - Restricted Stock Units/Restricted Stock Awards Activity (Details) | 3 Months Ended |
Dec. 31, 2022 $ / 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 | $ 181 |
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 | $ 181 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) | 3 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | |
Information by business segments | |||
Number of reportable business segments | segment | 2 | ||
Total external revenue | $ 565,989,507 | $ 422,571,278 | |
Depreciation | 1,028,353 | 784,245 | |
Amortization | 42,533 | ||
Operating income (loss) | 5,519,511 | 3,757,678 | |
Interest expense | 1,694,158 | 322,097 | |
Income (loss) from operations before taxes | 3,933,801 | 3,475,690 | |
Equity method investment earnings, net of tax | 770,365 | ||
Total assets | 330,873,949 | 185,648,771 | $ 289,124,527 |
Capital expenditures | 1,391,932 | 221,426 | |
Cigarettes | |||
Information by business segments | |||
Total external revenue | 367,689,677 | 279,366,392 | |
Tobacco | |||
Information by business segments | |||
Total external revenue | 104,039,120 | 69,068,234 | |
Confectionery | |||
Information by business segments | |||
Total external revenue | 32,558,996 | 24,479,036 | |
Health food | |||
Information by business segments | |||
Total external revenue | 10,261,873 | 11,925,205 | |
Foodservice & other | |||
Information by business segments | |||
Total external revenue | 51,439,841 | 37,732,411 | |
Other | |||
Information by business segments | |||
Operating income (loss) | (2,454,368) | (4,142,573) | |
Interest expense | 808,010 | 266,602 | |
Income (loss) from operations before taxes | (3,151,098) | (4,380,784) | |
Equity method investment earnings, net of tax | 770,365 | ||
Total assets | 687,291 | 13,939,522 | |
Wholesale Segment | |||
Information by business segments | |||
Total external revenue | 555,727,634 | 410,646,073 | |
Depreciation | 750,130 | 486,765 | |
Amortization | 42,533 | ||
Operating income (loss) | 8,240,495 | 7,438,666 | |
Interest expense | 886,148 | 55,495 | |
Income (loss) from operations before taxes | 7,327,399 | 7,391,732 | |
Total assets | 313,505,013 | 153,998,433 | |
Capital expenditures | 1,248,067 | 176,981 | |
Wholesale Segment | Cigarettes | |||
Information by business segments | |||
Total external revenue | 367,689,677 | 279,366,392 | |
Wholesale Segment | Tobacco | |||
Information by business segments | |||
Total external revenue | 104,039,120 | 69,068,234 | |
Wholesale Segment | Confectionery | |||
Information by business segments | |||
Total external revenue | 32,558,996 | 24,479,036 | |
Wholesale Segment | Foodservice & other | |||
Information by business segments | |||
Total external revenue | 51,439,841 | 37,732,411 | |
Retail Segment | |||
Information by business segments | |||
Total external revenue | 10,261,873 | 11,925,205 | |
Depreciation | 278,223 | 297,480 | |
Operating income (loss) | (266,616) | 461,585 | |
Income (loss) from operations before taxes | (242,500) | 464,742 | |
Total assets | 16,681,645 | 17,710,816 | |
Capital expenditures | 143,865 | 44,445 | |
Retail Segment | Health food | |||
Information by business segments | |||
Total external revenue | $ 10,261,873 | $ 11,925,205 |