Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

AMCON DISTRIBUTING 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended September 30, 2024

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

For the transition period from ________ to _________

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Commission File Number 1-15589

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(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)	47-0702918 (I.R.S. Employer Identification No.)

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​ 7405 Irvington Road, Omaha, NE (Address of principal executive offices)	​ 68122 (Zip Code)

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Registrant’s telephone number, including area code:

[phone]

Securities registered pursuant to Section 12(b) of the Act:

​	​	​
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value	DIT	NYSE American

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Securities registered pursuant to Section 12(g) of the Act:

​	​	​
​	None	​
​	(Title of Class)	​

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻  No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻  No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ⌧  No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧  No ◻

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

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Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	⌧
​	​	Emerging growth company	◻

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on March 31, 2024 was $28,141,512 computed by reference to the $184.00 closing price of such common stock equity on March 28, 2024.

As of November 6, 2024, there were 645,462 shares of common stock outstanding.

Portions of the following document are incorporated by reference into the indicated parts of this report: definitive proxy statement for the December 2024 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A—Part III.

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Table of Contents

AMCON DISTRIBUTING COMPANY

Table of Contents

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​	​	Page
PART I		​
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	16
Item 1C.	Cybersecurity	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18
PART II		​
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	[Reserved]	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	59
Item 9A.	Controls and Procedures	59
Item 9B.	Other Information	60
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	60
PART III		​
Item 10.	Directors, Executive Officers, and Corporate Governance	61
Item 11.	Executive Compensation	61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
Item 14.	Principal Accountant Fees and Services	61
PART IV		​
Item 15.	Exhibits and Financial Statement Schedules	62
Item 16.	Form 10-K Summary	64

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PART I

For purposes of this report, unless the context indicates otherwise, all references to “we,” “us,” “our,” “Company,” and “AMCON” shall mean AMCON Distributing Company and its subsidiaries. The Company’s 2024 and 2023 fiscal years ended September 30, are herein referred to as fiscal 2024 and fiscal 2023, respectively. The fiscal year-end balance sheet dates of September 30, 2024 and September 30, 2023 are referred to herein as September 2024 and September 2023, respectively. This report and the documents incorporated by reference herein, if any, contain forward-looking statements, which are inherently subject to risks and uncertainties. See “Forward-Looking Statements” under Item 7 of this report.

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ITEM 1.  BUSINESS

COMPANY OVERVIEW

AMCON Distributing Company was incorporated in Delaware in 1986 and our common stock is listed on NYSE American under the symbol “DIT.” The Company serves customers in 33 states through two business segments:

●

Our wholesale distribution segment (the “Wholesale Segment”), which includes our Team Sledd, LLC (“Team Sledd”) and Henry’s Foods, Inc. (“Henry’s”) subsidiaries, distributes consumer products and provides a full range of programs and services to our customers that are focused on helping them manage their business and increase their profitability. We serve customers primarily in the Central, Rocky Mountain, Great Lakes, Mid-South and Mid-Atlantic regions of the United States.

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

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WHOLESALE SEGMENT

Our Wholesale Segment is one of the largest wholesale distributors in the United States serving approximately 7,900 retail outlets including convenience stores, grocery stores, liquor stores, drug stores, and tobacco shops. We currently distribute over 20,000 different consumer products, including cigarettes and tobacco products, candy and other confectionery products, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. We have licenses, and operate, in 33 states, are the third (3^rd) largest convenience store distributor by geographic territory served, and in December 2023, Convenience Store News ranked us as the sixth (6th) largest convenience store distributor in the United States based on annual sales.

Our Wholesale Segment offers retailers the ability to take advantage of manufacturer- and Company-sponsored sales and marketing programs, merchandising and product category management services, and the use of information systems and data services that are focused on minimizing retailers’ investment in inventory, while seeking to maximize their sales and profits. In addition, our wholesale 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 13 distribution centers located in Colorado, Illinois, Indiana, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia. These distribution centers, combined with cross-dock facilities, include approximately 1.7 million square feet of permanent floor space. Our principal suppliers include Altria, RJ Reynolds, ITG Brands, Hershey, Kellanova, Kraft Heinz, and Mars Wrigley. We also market private label lines of water, candy products, batteries, and other products. We do not maintain any long-term purchase contracts with our suppliers.

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RETAIL SEGMENT

Our Retail Segment, through our Healthy Edge Retail Group subsidiary, is a specialty retailer of natural/organic groceries and operates 15 retail health food stores under the Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market banners. We operate within the natural products retail industry, which is a subset of the United States grocery industry. This industry includes conventional, natural, gourmet and specialty food markets, mass and discount retailers, warehouse clubs, health food stores, dietary supplement retailers, drug stores, farmers markets, mail order and online retailers, and multi-level marketers. These stores carry over 32,000 different 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.

COMPETITIVE STRENGTHS

We believe that we benefit from a number of competitive strengths, including the following:

Industry Experience

The management teams for both of our business segments possess substantial depth of experience in the areas of finance, information technology, business development, retail store support, logistics, sales, and marketing. This experience is beneficial for the management of vendor and customer relationships as well as overall operational execution.

Flexible Distribution Capabilities and Customer Service Programs

Wholesale distributors typically provide convenience store retailers access to a broad product line, the ability to place small quantity orders, inventory management, and access to trade credit. As a large, full-service wholesale distributor, we offer retailers a wide array of manufacturer- and Company-sponsored sales and marketing programs, merchandising and product category management services, and the use of information systems that are focused on minimizing retailers’ investment in inventory, while seeking to maximize their sales and profit.

The wholesale distribution industry is highly fragmented and historically has consisted of a small number of large, full service wholesale distributors serving multiple geographic regions and a large number of small, privately-owned businesses. Relative to smaller competitors, large distributors such as our Company benefit from several competitive advantages including: increased purchasing power, the ability to service large chain accounts, economies of scale in sales and operations, and the resources to invest in information technology and other productivity-enhancing technologies.

Broad Product Selection

Our retail health foods business prides itself in carrying a broad and superior-quality selection of organic and natural food products and vitamin supplements. The breadth of our product offerings, combined with highly trained and knowledgeable in-store associates, has created a loyal customer following where our stores are sought out destinations, providing a personalized shopping experience.

BUSINESS STRATEGY

Our business strategy focuses on short, medium, and long-term objectives designed to create shareholder value. Our strategic objectives are:

●	Maximizing liquidity and generating cash flow from operations in the short term.

●	Developing new customer-focused technology applications, expanding our foodservice platform, and investing in our infrastructure in the medium term.

●	Growing both organically and through acquisitions, and expanding our geographic footprint in the long term.

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To execute this strategy, our Company has rigorous operational processes in place designed to control costs, manage credit risk, monitor inventory levels, and maintain maximum liquidity. The success of our strategy, however, is ultimately dependent on our ability to provide superior service, develop leading edge technologies, and maintain an exceptional array of product offerings.

PRINCIPAL PRODUCTS

The sales of cigarettes represented approximately 62% of our consolidated revenue in both fiscal 2024 and fiscal 2023. Sales of candy, beverages, foodservice, groceries, health food products, paper products, health and beauty care products, and tobacco products represented approximately 38% of our consolidated revenue in both fiscal 2024 and fiscal 2023.

INFORMATION ON SEGMENTS

Information about our segments is presented in Note 13 to the Consolidated Financial Statements included in this Annual Report.

COMPETITION—Wholesale Segment

Our Wholesale Segment has a significant presence in the regions in which we operate. There are, however, a number of both national and regional wholesale distributors operating in the same geographical regions as our Company, resulting in a highly competitive marketplace. Our principal competitors are national wholesalers such as McLane Co., Inc. (Temple, Texas) and Performance Food Group (Richmond, Virginia), as well as regional wholesalers such as H.T. Hackney Company (Knoxville, Tennessee) and Imperial Super Regional Distributors (Elmwood, Louisiana) along with a host of smaller grocery and tobacco wholesalers. We also face competition from Amazon™ which pursues a vertical, multi-channel sales strategy targeting both retail consumers and business level customers.

​

Competition within the wholesale distribution industry is primarily based on the range and quality of the services provided, pricing, variety of products offered, and the reliability of deliveries. Our larger competitors principally compete on pricing and breadth of product offerings, while our smaller competitors focus on customer service and their delivery arrangements.

We believe our business model positions us to compete with a wide range of competitors including national, regional, and local wholesalers. As the third (3^rd) largest convenience store distributor in the United States based on geographic territory served and the sixth (6^th) largest in annual sales (according to Convenience Store News), our wholesale distribution business has sufficient economies of scale to offer competitive pricing as compared to national wholesalers. Our ability to service multiple territories of larger customers, combined with our flexible distribution and support model, enables us to provide the highest level of service and customized merchandising solutions within our industry.

COMPETITION—Retail Segment

Natural food and supplement retailing is an intensely competitive business. We face competition from a variety of sales channels including local, regional, and national retailers, specialty supermarkets, membership clubs, farmers markets, other natural foods stores, and internet and/or digital direct-to-consumer retailers, each of which competes with us on the basis of product selection, quality, customer service, and price. These competitors include companies such as Whole Foods Market, Sprouts Farmers Market, Natural Grocers, General Nutrition Centers and Vitamin Shoppe. We also face competition from Amazon^TM and other online competitors which continue to pursue vertical, multi-channel sales strategies targeting both retail consumers and business level customers. We also compete with specialty supermarkets, other independent natural foods store chains, small specialty stores, and restaurants. In recent years, conventional supermarkets and mass market outlets such as Kroger, Albertsons, Walmart, Publix, Aldi, Trader Joe’s and Costco have significantly increased their offerings of organic and natural products adding another layer of competition.

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SEASONALITY

Sales in the wholesale distribution industry are somewhat seasonal and tend to be higher in warm weather months during which our convenience store customers experience increased customer traffic. The warm weather months generally fall

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within the Company’s third and fourth fiscal quarters. Our retail health food business does not generally experience significant seasonal fluctuations in its business.

GOVERNMENT REGULATION

AMCON is subject to regulation by federal, state and local governmental agencies, including but not limited to the U.S. Department of Agriculture (“USDA”), the U.S. Food and Drug Administration (“FDA”), the Occupational Safety and Health Administration (“OSHA”), the Bureau of Alcohol Tobacco and Firearms (“ATF”) and the U.S. Department of Transportation (“DOT”). These regulatory agencies generally impose standards for product quality and sanitation, workplace safety, and security and distribution policies.

The Company operates in 33 states and is subject to state regulations related to the distribution and sale of cigarettes and tobacco products, generally in the form of licensing and bonding requirements. Additionally, both state and federal regulatory agencies have the ability to impose excise taxes on cigarette and tobacco products. In recent years, a number of states have increased the excise taxes levied on cigarettes and tobacco products. We expect this trend to continue as legislators look for alternatives to fund budget shortfalls and as a mechanism to discourage tobacco product use.

ENVIRONMENTAL MATTERS

All of AMCON’s facilities and operations are subject to state and federal environmental regulations. The Company believes it is in compliance with all such regulations and is not aware of any violations that could have a material adverse effect on its financial condition or results of operations. Further, the Company has not been notified by any governmental authority of any potential liability or other claim in connection with any of its properties. The costs and effect on the Company to comply with state and federal environmental regulations were not significant during either fiscal 2024 or fiscal 2023.

EMPLOYEES

At September 2024, the Company had 1,362 full-time and 201 part-time employees, which together serve in the following areas:

​	​	​
Managerial		65
Administrative		178
Delivery		308
Sales & Marketing		441
Warehouse		571
Total Employees		1,563

Approximately thirty of our wholesale delivery employees in our Quincy, Illinois distribution center are represented by the International Association of Machinists and Aerospace Workers (“IAMAW”). The current labor agreement with the union is effective through November 2026.

CORPORATE AND AVAILABLE INFORMATION

The Company’s principal executive offices are located at 7405 Irvington Road, Omaha, Nebraska 68122. The telephone number at that address is 402-331-3727 and our website address is www.amcon.com. We provide free access to the various reports we file with the United States Securities and Exchange Commission (“SEC”) through our website. These reports include, but are not limited to, our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Please note that any internet addresses provided in this report are for information purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such internet addresses is intended or deemed to be incorporated by reference herein. The SEC also maintains a website at www.sec.gov which contains reports, proxies and other company information.

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ITEM 1A.  RISK FACTORS

IN GENERAL

You should carefully consider the risks described below before making an investment decision concerning our securities.

If any of the following risks actually materialize, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our common stock could decline substantially. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below and elsewhere in this Annual Report. See “Forward-Looking Statements” under Item 7 of this report for a discussion of forward-looking statements.

RISK FACTORS RELATED TO THE WHOLESALE BUSINESS

●	Regulation of Cigarette, Tobacco and Tobacco-Related Products by the FDA May Negatively Impact Our Operations.

In 2009, the Family Smoking Prevention and Tobacco Control Act was signed into law, which granted the FDA the authority to regulate the production, distribution, and marketing of tobacco products in the United States. Specifically, the legislation established an FDA office to regulate changes to nicotine yields, chemicals, flavors, ingredients, and the labeling used to produce and market tobacco products. The FDA office is financed through user fees paid by tobacco companies, which is passed on to wholesale distributors and end consumers in the form of higher costs.

To date, most of the regulatory and compliance burden related to this legislation has fallen upon product manufacturers. However, if the FDA were to impose new regulations impacting wholesale distributors that we are not able to comply with, we could face remedial actions such as fines, suspension of product distribution rights, and/or termination of operations. Further, if the FDA were to issue product bans or product restrictions on cigarettes, tobacco or other nicotine delivery devices, our future revenue stream could materially decrease. If any of these items were to occur, our results from operations, cash flow, business, and overall financial condition could be negatively impacted.

●	The Regulation of Vaping Products May Negatively Impact Our Results of Operations.

The regulation of vaping product categories by federal, state, and local governmental agencies, as well as potential litigation against product manufacturers and/or entities which distribute or sell such products, may negatively impact our sales, costs, results of operations, and cash flows should the current regulatory environment persist or expand, or if related litigation should arise.

●	Our Sales Volume Is Largely Dependent upon the Distribution of Cigarette Products, Which is a Declining Sales Category.

The distribution of cigarettes represents a significant portion of our business. During fiscal 2024, approximately 62% of our consolidated revenues came from the distribution of cigarettes, which generated approximately 18% of our consolidated gross profit. Due to manufacturer price increases, restrictions on advertising and promotions, regulation, higher excise and other taxes, health concerns, smoking bans, and other factors, the demand for cigarettes may continue to decline.  If this occurs, our results from operations, cash flow, business, and overall financial condition could be negatively impacted.

●	Cigarettes and Other Tobacco Products Are Subject to Substantial Excise Taxes and If These Taxes Are Increased, Our Sales of Cigarettes and Other Tobacco Products Could Decline.

Cigarette and tobacco products (including vaping products) are subject to substantial excise taxes and future legislation could significantly increase such taxes. Significant increases in cigarette and tobacco-related taxes and fees have been proposed and enacted by city, state, and federal governments in recent years. Further, the evolving regulatory

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responsibilities of the FDA are being funded by fees imposed on tobacco companies. These fees have been passed on to wholesale distributors and end consumers in the form of higher prices for cigarette and tobacco products.

Increases in excise taxes and other tobacco-related taxes and fees imposed by the FDA and other governmental authorities may reduce the long-term demand for cigarette and tobacco products and/or result in a sales shift from higher margin premium cigarette and tobacco products to lower margin deep-discount brands, while at the same time increasing the Company’s accounts receivable risk and inventory carrying costs. If any of these events were to occur, our results from operations, cash flow, liquidity position, and overall financial condition could be negatively impacted.

●	Divestiture and Consolidation Trends Within the Convenience Store Industry May Negatively Impact Our Operations.

Divestitures and consolidations within the convenience store industry reflect trends that may result in customer attrition if the acquiring entity is served by another wholesale distributor and we are unable to retain the business. If we were to lose a substantial volume of business because of these trends, our results from operations, cash flow, business, and overall financial condition could be negatively impacted.

●	Volatility in Fuel Prices Could Reduce Profit Margins and May Have an Adverse Effect on Our Business.

Increases or decreases in fuel prices impact our profit margins. Inflation can also impact fuel prices. If we are not able to meaningfully pass on these costs to customers, it could adversely impact our business, results of operations, cash flow, and financial condition.

●	The Wholesale Distribution of Convenience Store Products Is Significantly Affected by Pricing Decisions and Promotional Programs Offered by Manufacturers and State Taxing Authorities.

We are subject to changes in pricing strategies utilized by manufacturers of the products we distribute. We also receive payments from these manufacturers including allowances, discounts, volume rebates, and other merchandising incentives in connection with various incentive programs. In addition, we receive discounts from states in connection with the purchase of excise stamps for cigarettes. If the pricing strategies of the manufacturers change or the manufacturers or states change or discontinue these promotional programs or we are unable to maintain the volume of our sales, our results of operations, business, cash flow, and financial condition could be negatively affected. There are no assurances that the manufacturers or states will maintain these promotional programs.

●	Competition Within The Wholesale Distribution Industry May Have an Adverse Effect on Our Business.

The wholesale distribution industry is highly competitive. There are many distribution companies operating in the same geographical regions as our Company. Our Company’s principal competitors are national and regional wholesalers, along with a host of smaller grocery and tobacco wholesalers. We also face competition from Whole Foods Market and/or its parent company Amazon™, which pose a threat to the supply chains of food and grocery retailers as well as convenience stores served by wholesale distribution companies as they continue to pursue a vertical, multi-channel sales strategy targeting both retail consumers and business level customers. Most of our wholesale distribution competitors generally offer a wide range of products at prices comparable to those we offer. Some of our competitors have substantial financial resources and long-standing customer relationships. This competition may reduce our margins and/or cause a loss in market share, adversely impacting our results of operations, cash flow, and financial condition.

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●	We Occasionally Purchase Cigarettes From Manufacturers Not Covered by The Tobacco Industry’s Master Settlement Agreement (“MSA”), Which May Expose Us to Certain Potential Liabilities and Financial Risks for Which We Are Not Indemnified.

In 1994, the Mississippi attorney general brought an action against various tobacco industry members on behalf of the state to recover state funds paid for health-care costs related to tobacco use. Subsequently, most other states sued the major U.S. cigarette manufacturers based on similar theories. The cigarette manufacturer defendants settled the first four of these cases with Mississippi, Florida, Texas and Minnesota by separate agreements. These states are referred to as non-MSA states. In November 1998, the major U.S. tobacco product manufacturers entered into the MSA with the remaining 46 states, the

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District of Columbia and certain U.S. territories. The MSA and the other state settlement agreements settled health-care cost recovery actions and monetary claims relating to future conduct arising out of the use of, or exposure to, tobacco products, imposed a stream of future payment obligations on major U.S. cigarette manufacturers and placed significant restrictions on the ability to market and sell cigarettes. The payments required under the MSA resulted in the products sold by the participating manufacturers being priced at higher levels than the products sold by non-MSA manufacturers.

In order to limit our potential tobacco-related liabilities, we try to limit our purchases of cigarettes from non-MSA manufacturers for sale in MSA states. The benefits of liability limitations and indemnities we are entitled to under the MSA do not apply to sales of cigarettes manufactured by non-MSA manufacturers. From time-to-time, however, we find it necessary to purchase a limited amount of cigarettes from non-MSA manufacturers. For example, during a transition period while integrating distribution operations from an acquisition we may need to purchase and distribute cigarettes manufactured by non-MSA manufacturers to satisfy the demands of customers of the acquired business. With respect to sales of such non-MSA cigarettes, we could be subject to litigation that could expose us to liabilities for which we would not be indemnified.

●	If the Tobacco Industry’s Master Settlement Agreement Is Invalidated, or Tobacco Manufacturers Cannot Meet Their Obligations to Indemnify Us, We Could Be Subject to Substantial Litigation Liability.

In connection with the MSA, we are indemnified by many of the tobacco product manufacturers from whom we purchase cigarettes and other tobacco products for liabilities arising from the sale of the tobacco products that they supply to us. However, if litigation challenging the validity of the MSA were to be successful and all or part of the MSA is invalidated, we could be subject to substantial litigation due to the sales of cigarettes and other tobacco products, and we may not be indemnified for such costs by the tobacco product manufacturers in the future. In addition, even if we continue to be indemnified by cigarette manufacturers that are parties to the MSA, future litigation awards against such cigarette manufacturers could be so large as to eliminate the ability of the manufacturers to satisfy their indemnification obligations. Our results of operations, business, cash flow, and overall financial condition could be negatively impacted due to increased litigation costs and potential adverse rulings against us.

●	We Face Competition From Sales of Deep-Discount Brands and Other Low Priced Sales of Cigarettes.

Increased selling prices for cigarettes and higher cigarette taxes have resulted in the growth of deep-discount cigarette brands, which may be sold by our competitors or other retailers. Deep-discount cigarette brands are brands generally manufactured by companies that are not original participants to the MSA, and accordingly, do not have cost structures burdened by the MSA. Since the MSA was signed, the category of deep-discount brands manufactured by smaller manufacturers or supplied by importers has grown substantially. If this growth continues, our business, results of operations, cash flows, and overall financial condition would be negatively impacted.

RISK FACTORS RELATED TO THE RETAIL BUSINESS

●	Increased Competition in the Retail Health Food Industry May Have an Adverse Effect on Our Business.

In our retail health food business, we compete with a wide range of well-financed regional and national competitors such as Whole Foods Markets, Trader Joe’s, Sprouts Farmers Market, Natural Grocers, General Nutrition Centers, Vitamin Shoppe, and other online competitors such as Amazon™ who all have embarked on aggressive expansion strategies. Additionally, we compete with specialty supermarkets, other independent natural foods store chains, small specialty stores, and restaurants. Conventional supermarkets and mass market outlets such as Kroger, Albertsons, Walmart, and Costco have also significantly increased their offerings of organic and natural products providing another layer of competition. Finally, if online shopping, direct-to-consumer, and home delivery models continue to grow in popularity thereby further disrupting traditional sales channels, it may present a significant direct risk to brick and mortar retailers like the Company. We also face competition from Whole Foods Market and/or its parent company Amazon™, which pose a threat to the supply chains of the grocery and natural foods business as they continue to pursue a vertical, multi-channel sales strategy targeting both retail consumers and business level customers. Most of these competitors may have greater financial and marketing resources than the Company and may be able to devote greater resources to sourcing, promoting, and selling their products. In response to heightened competition, the Company is continuing to implement a repositioning strategy

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for its retail business. This repositioning strategy calls for a wide range of initiatives including the possible addition of one or more of our new retail store prototypes per year into the foreseeable future. The opening of new retail stores inherently brings additional risk to the business. Further, if our repositioning strategy in response to this increase in competition is not successful, it may have a material adverse effect on our results of operations, business, cash flow, and financial condition, and could potentially result in the impairment of assets within this business segment.

​

●	Changes in the Availability of Quality Natural and Organic Products Could Impact Our Business.

There is no assurance that quality natural and organic products including dietary supplements, fresh and processed foods and vitamins will be available to meet our stores’ future needs. If conventional supermarkets increase their natural and organic product offerings or if new laws require the reformulation of certain products to meet tougher standards, the supply of these products may be constrained. Any significant disruption in the supply of quality natural and organic products could have a material adverse impact on our overall sales and product costs.

●	Perishable Food Product Losses Could Materially Impact Our Results.

Our retail stores carry many perishable products which may result in significant product inventory losses in the event of extended power outages, natural disasters, or other catastrophic occurrences.

●	A Reduction in Traffic to Anchor Stores in the Shopping Areas in Close Proximity to Our Stores Could Significantly Reduce Our Sales and Leave Us With Unsold Inventory, Which Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operations.

Many of our stores are located in close proximity to shopping areas that also accommodate other well-known anchor stores. Sales at our stores are derived, in part, from the volume of traffic generated by the other anchor stores in these shopping areas. Customer traffic may be adversely affected by local and regional economic downturns in the areas where our stores are located, long-term nearby road construction projects, the closing of nearby anchor stores or other nearby stores or the decline of the shopping environment in a particular shopping area. Any of these events could reduce our sales and leave us with excess inventory, which could have a material adverse impact on our business, financial condition, and results of operations. In response to such events, we may be required to increase markdowns or initiate marketing promotions to reduce excess inventory, which would further decrease our gross profits and net income.

●	If We Are Unable to Successfully Identify Market Trends and React to Changing Consumer Preferences in a Timely Manner, Our Sales May Decrease.

We believe our success depends, in substantial part, on our ability to:

●

anticipate, identify and react to natural and organic grocery and dietary supplement trends and changing consumer preferences in a timely manner;

●

translate market trends into appropriate, saleable product and service offerings in our stores before our competitors; and

●

develop and maintain vendor relationships that provide us access to the newest merchandise on reasonable terms.

If we are unable to anticipate and satisfy consumer merchandise preferences in the regions where we operate, our sales may decrease, and we may be forced to increase markdowns of slow-moving merchandise, either of which could negatively impact our business, results of operations, cash flow, and financial condition.

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●	If We or Our Third-Party Suppliers Fail to Comply With Regulatory Requirements, or are Unable to Provide Products that Meet Our Specifications, Our Business and Our Reputation Could be Negatively Impacted.

If we or our third-party suppliers, including suppliers of our private label products, fail to comply with applicable regulatory requirements or to meet our specifications for quality, we could be required to take costly corrective action and our reputation could be negatively impacted. We do not own or operate any manufacturing facilities, and therefore depend upon independent third-party vendors to produce our private label branded products, such as vitamins, minerals, dietary supplements, body care products, food products and bottled water. Third-party suppliers of our private label products may not maintain adequate controls with respect to product specifications and quality. Such suppliers may be unable to produce products on a timely basis or in a manner consistent with regulatory requirements. Additionally, there are no assurances that we would be successful in finding new third-party suppliers that meet our quality guidelines if needed. If any of these events were to occur, our results from operations, cash flow, liquidity position, and overall financial condition could be negatively impacted.

RISK FACTORS RELATED TO ALL OF OUR BUSINESSES

●	Significant or Prolonged Periods of Higher Interest Rate Environments May Have an Adverse Effect on Our Profitability.

Interest rates have a direct impact on our business based on the amount of variable debt the Company utilizes in its operations. Prolonged periods of high interest rates may have a negative impact on the Company’s results of operations, balance sheet, and cash flows.

●	We May Be Impacted by Acts of Civil Unrest or Violence.

Our business operations could be negatively impacted by acts of civil unrest or violence, which are beyond our control. Such acts could threaten our supply chain, may result in property damage and/or insurance claims to the facilities of the Company or our customers, impact the safety of our workforce or the workforces of our customers, and may also have indirect impacts on customer demand for the products we sell, or our ability to collect on accounts receivable or finance our operations.

●	A Major Epidemic or Pandemic or other Widespread Public Health Issue Could Adversely Affect Our Results of Operations and Financial Condition.

The emergence and spread of a major epidemic or pandemic (such as COVID-19) or other widespread public health issue could affect our employees, suppliers and/or customers and cause disruption in our operations including, but not limited to, travel restrictions, temporary closing of one or more of our distribution warehouses or retail stores, labor shortages, supply chain interruptions, business shutdowns, or regional quarantines. These disruptions could negatively affect our ability to service our customers, could contribute to adverse economic conditions including decreases in demand for the products we distribute, resulting in lower sales and profitability, or could present increased credit risk to the Company from customer credit defaults resulting from an economic downturn. In addition to the potential operational risks described above, disruptions caused by a widespread public health issue could present increased reputational risk to the Company or result in legal claims or costly response measures.

●	We May Be Subject to Risks Associated with Equity Investments or the Acquisition of Assets or New Businesses.

From time to time, one or both of the Company’s business segments may acquire assets from other businesses, all or a portion of the ownership of another business, or make an equity investment in another business through the purchase of equity or other means. The purchase of assets, of all or a portion of a business, or an equity investment in another business can bring significant risks to the Company in a number of areas including purchase price, amount of equity investment, business valuation and recording risks, customer retention risks, risks associated with the assumption of liabilities or obligations, integration risks, technology risks, risks associated with the addition of new employees such as health care costs, and a wide range of other risks and considerations. While the Company strives to minimize the risks associated with

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its acquisition or equity investment activities, issues may arise which could have a material negative impact on the Company’s results of operations, balance sheet, and cash flows.

●	We May Be Subject to Risks Associated with Trade Tariffs.

The Company purchases products from a wide range of vendors in both of its businesses. Some of our vendors may import certain products as part of their manufacturing processes and could be impacted by higher costs resulting from trade tariffs. Further, the impact of higher costs at the retail level may negatively impact consumer discretionary spending and demand.  In the event that our product purchase costs from our vendors increase and we cannot pass on those price increases to our customers, or if the retail level demand for the products we sell decreases, the Company’s results of operations, balance sheet, and cash flows could be negatively impacted.  

●	Employee Healthcare Benefits Represent a Significant Expense for Our Company and May Negatively Affect Our Profitability.

Healthcare represents a significant expense item for our Company and there is a general upward trend in healthcare costs nationwide. While we strive to control these costs through modifications to insurance coverage, including co-pays and deductibles, there can be no assurance that we will be able to successfully control such costs in the future. Continued increases in healthcare costs, as well as changes in laws, regulations, and assumptions used to calculate health and benefit expenses, may adversely affect our business, financial position and results of operations.

●	We May Be Subject to Product Liability Claims That May Have an Adverse Effect on Our Business.

We may face exposure to product liability claims if the use of any product we sell is alleged to cause injury or illness. However, product liability insurance may not continue to be available at a reasonable cost, or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemnification and insurance coverage from parties supplying the products we sell, but this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insurance limits of any insurance provided by suppliers. If we do not have adequate insurance or if contractual indemnification is not available or if the counterparty cannot fulfill its indemnification obligation, product liability relating to allegedly defective products could have a material adverse impact on our results of operations, cash flow, business, and overall financial condition.

●	We May Be Subject to Risks Associated with Insurance Plans Claims.

The Company uses a combination of insurance and self-insurance plans to provide for the potential liabilities for workers’ compensation, general liability, property insurance, director and officers’ liability insurance, vehicle liability, and employee health care benefits. Liabilities associated with these risks are estimated by the Company, in part, by considering historical claims experience, demographic factors, severity factors, and other assumptions. Our results could be materially impacted by claims and other expenses related to such insurance plans if future occurrences and claims differ from these assumptions and historical trends.

●	We May Be Subject to Risks Associated with Insurance Renewals.

The Company uses a combination of insurance and self-insurance plans to provide for the potential liabilities for workers’ compensation, general liability, property insurance, director and officers’ liability insurance, vehicle liability, and employee health care benefits. The Company may not be able to renew various forms of insurance with adequate levels of coverage, at favorable rates, or obtain insurance at all based upon market conditions within the insurance industry and/or because of the industry in which the Company operates.

●	A Deterioration in Economic Conditions May Negatively Impact Sales in Both Our Business Segments.

Our results of operations and financial condition are particularly sensitive to changes in the overall economy, including the level of consumer discretionary spending. Consumer discretionary spending may be negatively impacted by inflation,

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rising interest rates, recessions or other general economic uncertainties or downturns. Changes in discretionary spending patterns may decrease demand from our convenience store customers and/or impact the demand for natural food products in our retail health food stores as customers purchase less expensive product alternatives.

Additionally, many of our Wholesale Segment customers are thinly capitalized and their access to credit may be impacted by changes in economic conditions, systemic pressures in the banking system, including disruptions in the credit markets, rising interest rates or other factors, which may affect their ability to operate as a going concern, presenting additional credit risk for the Company. A period of economic downturn or economic deterioration could result in lower sales and profitability as well as customer credit defaults.

●	Periods of Significant or Prolonged Inflation or Deflation Affect Our Product Costs and Profitability.

Volatile product costs have a direct impact on our business. Prolonged periods of product cost inflation may have a negative impact on our profit margins and earnings to the extent that we are unable to pass on all or a portion of such product cost increases to our customers, which may have a negative impact on our business and our profitability. In addition, product cost inflation may negatively impact consumer discretionary spending, which could adversely impact our sales. Conversely, our business may be adversely impacted by periods of prolonged product cost deflation because we make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage markup. As a result, our profit levels may be negatively impacted during periods of product cost deflation, even though our gross profit percentage may remain relatively constant.

●	We Rely Heavily on Information Technology Systems to Operate Our Business. Any Disruptions to These Technology Systems or if These Systems were Made Unavailable for Use, May Have a Material Adverse Effect on Our Business.

We rely extensively on our information technology systems and those of third parties to operate our business. We have had and may have disruptions to our information technology systems due to a number of factors including but not limited to electricity outages, equipment failure, telecommunications failures, security breaches, cyber-attacks, computer viruses, malware or other methods and causes.  Although we make efforts to maintain the security, integrity and redundancy of our systems and have implemented various measures to manage the risk of system disruptions or failures, there can be no assurance that our efforts and measures will be effective. If any of our information technology systems or those of third parties on which we rely are damaged or made unavailable to us, it could have a material negative impact on our operations and profits.

●	Adverse Publicity About the Company or Lack of Confidence in The Products We Carry May Have an Adverse Effect on Our Reputation and Reduce Earnings.

Maintaining a good reputation and public confidence in the products we distribute is critical to our business. Anything that damages that reputation or the public’s confidence in the products we carry, whether or not justified, including adverse publicity about the quality, safety or integrity of our products, could quickly and adversely affect our revenues and profits. In addition, such adverse publicity may result in product liability claims, a loss of reputation, and product recalls which could have a material adverse effect on our sales and operations.

●	Impairment Charges for Goodwill or Other Intangible Assets May Have an Adverse Effect on Our Financial Condition and Results of Operations.

We annually test goodwill and intangible assets with indefinite useful lives to determine if impairment has occurred. Additionally, we perform interim reviews whenever events or changes in circumstances indicate that impairment may have occurred. If our testing indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.

The testing of goodwill and other intangible assets for impairment requires management to make significant estimates about our future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including potential changes in economic, industry or market conditions, changes in business operations, changes

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in competition or changes in our stock price and market capitalization. Changes in these factors, or changes in actual performance compared with estimates of our future performance, may affect the fair value of goodwill or other intangible assets, which may result in impairment charges. Additionally, we may not be able to accurately predict the amount and timing of any impairment of assets. Should the value of goodwill or other intangible assets become impaired, our financial condition and results of operations may be adversely affected.

●	Capital Needed for Expansion May Not Be Available.

Acquiring other distributors or existing retail stores, developing and opening new retail stores and distribution facilities, and expanding existing distribution facilities requires significant amounts of capital. Historically, our growth has been funded primarily through proceeds from bank debt, private placements of equity and debt and internally generated cash flow. These and other sources of capital may not be available to us on satisfactory terms, or at all, in the future, particularly in light of current economic conditions, including systemic pressures in the banking system, disruptions in the credit markets and rising interest rates, which could impair our ability to further expand our business.

●	Covenants in Our Revolving Credit Facilities or Other Debt Agreements May Restrict Our Ability to React to Changes Within Our Business or Industry.

Our revolving credit facilities and other debt agreements impose certain restrictions on us that could increase our vulnerability to general adverse economic and industry conditions by limiting our flexibility in planning for and reacting to changes in our business and industry. Specifically, these restrictions limit our ability, among other things, to incur additional indebtedness, make distributions, pay dividends, issue stock of subsidiaries, make investments, repurchase stock, create liens, enter into transactions with affiliates, merge or consolidate, or transfer and sell our assets.

●	Failure to Meet Restrictive Covenants in Our Revolving Credit Facilities Could Result in Acceleration of the Facilities and We May not be Able to Find Alternative Financing.

Under our credit facilities, we are required to maintain a minimum debt service ratio if our excess availability falls below 10% of the maximum loan limit as defined in our revolving credit agreements. Our ability to comply with this covenant may be affected by factors beyond our control. If we breach, or if our lender contends that we have breached this covenant or any other restrictions, it could result in an event of default under our revolving credit facilities, which would permit our lenders to declare all amounts outstanding thereunder to be immediately due and payable, and our lenders under our revolving credit facilities could terminate their commitments to make further extensions of credit under our revolving credit facilities and foreclose on collateral securing those loans. In such an event, there can be no assurances that we would be able to obtain waivers for any such breach or default, refinance such indebtedness or obtain alternative financing on satisfactory terms or at all.

●	We May Not Be Able to Obtain Capital or Borrow Funds to Provide Us with Sufficient Liquidity and Capital Resources Necessary to Meet Our Future Financial Obligations.

We expect that our principal sources of funds will be cash generated from our operations and, if necessary, borrowings under our revolving credit facilities or other debt financing arrangements. However, the current and future conditions in the credit markets, including systemic pressures in the banking system, disruptions in the credit markets and rising interest rates may impact the availability of capital resources required to meet our future financial obligations, or to provide funds for our working capital, capital expenditures and other needs for the foreseeable future. We may require additional equity or debt financing to meet our working capital requirements or to fund our capital expenditures. We may not be able to obtain financing on terms satisfactory to us, or at all.

●	We Depend on Relatively Few Suppliers for a Large Portion of Our Products, and Any Interruptions in the Supply of the Products We Sell May Have an Adverse Effect on Our Results of Operations and Financial Condition.

We do not have any significant long-term contracts with suppliers in our wholesale business committing them to provide products to us. Although our purchasing volume can provide leverage when dealing with suppliers, suppliers may not provide the products we sell in the quantities we request or on favorable terms. Because we do not control the actual

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production of the products we sell, we are also subject to delays caused by interruption in production based on conditions beyond our control. These conditions include but are not limited to labor disputes (strikes), labor shortages, supply chain and transportation disruptions, inclement weather, drought, natural disasters, epidemics, pandemics or other widespread public health issues, or other catastrophic events and the adverse effects of climate change. Our inability to obtain adequate supplies of the products we sell, as a result of any of the foregoing factors or otherwise, could cause us to fail to meet our obligations to our customers.

●	We Would Lose Business if Cigarette or Other Manufacturers That We Use Decide to Engage in Direct Distribution of Their Products.

Historically, some large manufacturers of the products we carry have decided to engage in direct distribution of their products and eliminate distributors such as the Company. If other manufacturers make similar product distribution decisions in the future, our revenues and profits could be adversely affected and there can be no assurance that we will be able to take action to compensate for such losses.

●	We Depend on Our Senior Management and Key Personnel.

We depend on the continued services and performance of our senior management and other key personnel. While we have employment agreements with certain key personnel, the loss of service from any of our executive officers or key employees could harm our business.

●	We Operate in a Competitive Labor Market and Some of Our Employees Are Covered by Collective Bargaining Agreements.

We compete with other businesses in each of our markets with respect to attracting and retaining qualified employees, particularly in the area of truck drivers and warehouse workers. A shortage of qualified employees could require us to enhance our wage and benefits packages to compete effectively in the hiring and retention of qualified employees or to hire more expensive temporary employees.

In addition, at September 2024, approximately thirty of our delivery drivers in our Wholesale Segment are covered by a collective bargaining agreement with a labor organization, which expires in November 2026. Strikes, work stoppages, or other business interruptions could occur if we are unable to renew these agreements on satisfactory terms or enter into new agreements on satisfactory terms, which could impair distribution of our products or result in a loss of sales, which could adversely affect our business, financial position and results of operations. The terms and conditions of existing, renegotiated or new collective bargaining agreements could also increase our costs or otherwise affect our ability to fully implement future operational changes to enhance our efficiency or to adapt to changing business needs or strategy.

●	We Are Subject to Significant Governmental Regulation and If We Are Unable to Comply with Regulations That Affect Our Business or If There Are Substantial Changes in These Regulations, Our Business Could Be Adversely Affected.

As a distributor and retailer of food products, we are subject to regulation by the FDA. Our operations are also subject to regulation by the USDA, OSHA, ATF, DOT and other federal, state and local agencies. Each of these regulatory authorities has broad administrative powers with respect to our operations. If we fail to adequately comply with government regulations or regulations become more stringent, we could experience increased inspections, regulatory authorities could take remedial action including imposing fines or shutting down our operations or we could be subject to increased audit and compliance costs. If any of these events were to occur, our results of operations, business, cash flow, and financial condition would be adversely affected.

The Company operates and plans based on the current structure of government and other regulatory agencies and their related framework of oversight and standards setting. We cannot predict how any changes to any of these governmental or regulatory frameworks, or changes in laws, regulations, administrative orders or the interpretation or application of such items, may impact our business. Any changes in the current regulatory environment may change, restrict, or discontinue which products the Company is allowed to sell.  Additionally, certain products we sell may require reformulation to meet new standards or comply with new regulations or administrative orders. As such, any related product recalls or product reformulations could result in additional record keeping costs, expanded documentation and tracking costs, and expanded

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or changed product labeling and/or scientific substantiation. Any such changes in our regulatory schemes could disrupt our supply chain and sales and have an adverse impact on our results of operations, business, cash flow, and financial condition.

RISK FACTORS RELATED TO OUR COMMON STOCK

●

The Company Has Few Shareholders of Record And, If this Number Remains below 300, as was true as of September 30, 2024, the Company Will No Longer Be Obligated to Report under the Securities Exchange Act of 1934 and in Such Case We May Be Delisted from NYSE American, Reducing the Ability of Investors to Trade in Our Common Stock.

If the number of owners of record (including direct participants in the Depository Trust Company) of our common stock remains below 300, as was true as of September 30, 2024, our obligation to file reports under the Securities Exchange Act of 1934 could be suspended. If we take advantage of this right we will likely reduce administrative costs of complying with public company rules, but periodic and current information updates about the Company would not be available to investors. In addition, the common stock of the Company would be removed from listing on NYSE American. This would likely impact investors’ ability to trade in our common stock.

●	We Have Various Mechanisms in Place to Discourage Takeover Attempts, Which May Reduce or Eliminate Our Stockholders’ Ability to Sell Their Shares for a Premium in a Change of Control Transaction.

Various provisions of our bylaws and of corporate law may discourage, delay or prevent a change in control or takeover attempt of the Company by a third party that is opposed by our management and Board of Directors. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change of control or change in our management and Board of Directors. These provisions include:

●

supermajority voting requirements to amend certain provisions in our certificate of incorporation;

●

non-cumulative voting for directors;

●

control by our Board of Directors of the size of our Board of Directors;

●

limitations on the ability of stockholders to call special meetings of stockholders; and

●

advance notice requirements for nominations of candidates for election to our Board of Directors or for proposing matters that can be acted upon by our stockholders at stockholder meetings.

​

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

​

​

​

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ITEM 1C.  CYBERSECURITY

Risk Management and Strategy

​

In the ordinary course of our business, the Company is subject to cybersecurity threats and risks which it manages as an important component of its overall enterprise risk management strategy. To identify, assess, and manage cybersecurity threats and risks to our business, the Company has made significant investments in its processes, control environment, and technology solutions to help prevent and mitigate the impact of any such threats and risks. These processes include the use of sophisticated third-party software for continuous monitoring, the use of expert outside consultants, ongoing training and educational programs, regular and periodic updates on new cybersecurity threats and risks, incident response procedures, and the implementation of other cybersecurity best practices wherever possible. These processes also cover risks from cybersecurity threats associated with our use of information technology systems of third-parties upon which we rely.

​

The day-to-day management of the Company’s cybersecurity framework is managed by the Company’s information technology team while operational oversight of its design and function are managed by the Company’s management team including, but not limited to, its Chief Operating Officer (COO), Chief Financial Officer (CFO), Director of Industrial Engineering, and Director of Information Technology, all of whom have substantial experience managing enterprise risk, including cybersecurity risks. Our management team is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents in accordance with our incident response procedures.

​

Governance

​

The Company’s Board of Directors, working in conjunction with its Audit and Corporate Governance Committees, oversees the Company’s overall enterprise risk management program, including the evaluation of cybersecurity related risks. Our Board receives periodic updates from the Company’s management team regarding technology matters including its cybersecurity framework, and the notification of any material cybersecurity events and/or risks.

​

While the Company believes it has adequate processes and technology in place to detect and respond to cybersecurity threats, the Company is continually at risk given an ever-changing cybersecurity landscape. Accordingly, the Company can provide no assurances that a future cyber-attack would not impact the Company's business in a material manner. At the effective date of this report filing, however, the Company is not aware of any current or past cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. For more information on risks related to the Company's information technology systems, including cybersecurity threats that may materially affect the Company's business, see the risk factors included under Item 1A of this Annual Report on Form 10-K (“We Rely Heavily on Information Technology Systems to Operate Our Business. Any Disruptions to These Technology Systems or if These Systems were Made Unavailable for Use, May Have a Material Adverse Effect on Our Business”).

​

ITEM 2.  PROPERTIES

The location and approximate square footage of the Company’s 13 distribution centers and 15 retail stores at September 2024 are set forth below:

​	​	​
Location		Square Feet
Distribution—CO, IL, IN, MN, MO, ND, NE, SD, TN & WV		1,705,000
Retail—AR, FL, & OK		163,000
Total Square Footage		1,868,000

The Company leases certain distribution facilities, retail stores, offices, and certain equipment under operating leases. As further described in Note 7 to the Consolidated Financial Statements, certain of our distribution facilities in Quincy, Illinois, Springfield, Missouri, Bismarck, North Dakota, Rapid City, South Dakota, Colorado City, Colorado, East Peoria, Illinois and Fairview Heights, Illinois are owned by the Company and are included as collateral under AMCON’s credit facility (“the AMCON Facility”). Henry’s distribution center in Alexandria, Minnesota is owned by the Company and is included as collateral under Henry’s credit facility (“the Henry’s Facility”). Team Sledd’s principal office and warehouse in

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Wheeling, West Virginia are collateral against two separate notes payable and Team Sledd’s credit facility (the “Team Sledd Facility”). Management believes that its existing facilities are adequate for the Company’s current level of operations, however, larger facilities and additional cross-dock facilities and retail stores may be required if the Company experiences growth in certain market areas.

ITEM 3.  LEGAL PROCEEDINGS

None.

​

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

​

EXECUTIVE OFFICERS OF THE REGISTRANT

Executive officers of our Company are appointed by the Board of Directors and serve at the discretion of the Board. The following table sets forth certain information with respect to all executive officers of our Company.

​	​	​	​	​
Name		Age		Position
Christopher H. Atayan		64		Chairman of the Board, Chief Executive Officer, Director
Andrew C. Plummer		50		President, Chief Operating Officer, Director
Charles J. Schmaderer	​	55	​	Vice President, Chief Financial Officer, Secretary

​

CHRISTOPHER H. ATAYAN has served in various senior executive positions with the Company since 2006, including his service as Chairman of the Board since 2008 and Chief Executive Officer since 2006, and has been a director of the Company since 2004. Mr. Atayan served as Senior Managing Director of Slusser Associates, Inc., a private equity and investment banking firm, from 1988 to 2020, and had been engaged in private equity and investment banking since 1982. He also serves on the Board of Eastek Holdings, LLC, a contract manufacturing company.

ANDREW C. PLUMMER has served as our President and Chief Operating Officer since October 2018, as our Chief Financial Officer from January 2007 to October 2020, and as our Secretary from January 2007 to October 2018.  From 2004 to 2007, Mr. Plummer served our company in various roles including Acting Chief Financial Officer, Corporate Controller, and Manager of SEC Compliance.  Prior to joining our company in 2004, Mr. Plummer practiced public accounting, primarily with the accounting firm Deloitte and Touche, LLP (now Deloitte). 

​

CHARLES J. SCHMADERER has served as the Company’s Chief Financial Officer since October 2020, as Vice President since April 2018, as Secretary since October 2018 and as Corporate Controller from April 2018 to October 2020. From 2006 to 2018, Mr. Schmaderer served the Company in various roles including as the Vice President of Financial Reporting and Assistant Secretary, and as the Director of Financial and SEC Reporting. Prior to joining AMCON in 2006, Mr. Schmaderer held financial management roles with Hewlett Packard (HP) and before that practiced public accounting, primarily with the accounting firm Grant Thornton, LLP. Mr. Schmaderer also holds a Master of Business Administration (MBA) from the University of Nebraska-Omaha.

​

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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON STOCK

The Company’s common stock trades on NYSE American under the trading symbol “DIT”. As of November 6, 2024, the closing price of our common stock on NYSE American was $132.00 and there were 645,462 common shares outstanding. As of that date, the Company had approximately 795 persons holding common shares beneficially of which approximately 140 are shareholders of record (including direct participants in the Depository Trust Company).

DIVIDEND POLICY

On a quarterly basis, the Company’s Board of Directors evaluates the potential declaration of dividend payments on the Company’s common stock. Our dividend policy is intended to return capital to shareholders when it is most appropriate. The AMCON Facility described in Note 7 of Part II, Item 8 provides that the Company may not pay dividends on its common shares in excess of $5.0 million on an annual basis. There is no limit on dividend payments provided that certain excess availability measurements have been maintained for the 30-day period immediately prior to the payment of any such dividends or distributions, and immediately after giving effect to any such dividend or distribution payments, the Company has a fixed charge coverage ratio of at least 1.0 to 1.0 as defined in the AMCON Facility agreement.

Our Board of Directors could decide to alter our dividend policy or not pay quarterly dividends at any time in the future. Such an action by the Board of Directors could result from, among other reasons, changes in the marketplace, changes in our performance or capital needs, changes in federal income tax laws, disruptions in the capital markets, or other events affecting our business, liquidity or financial position. The Company paid cash dividends of approximately $0.6 million, or $1.00 per common share, and $3.5 million, or $5.72 per common share, during fiscal 2024 and fiscal 2023, respectively.

During the fiscal years ended September 30, 2024 and September 30, 2023, the Company did not sell any unregistered securities. The Company issued unregistered securities to certain members of the Company’s management team in relation to the vesting of restricted stock units as described in Note 12 of Part II, Item 8. These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

REPURCHASE OF COMPANY SHARES

The Company did not repurchase any shares of its common stock during fiscal 2024. During fiscal 2023, the Company repurchased a total of 2,363 shares of its common stock for cash totaling approximately $0.4 million. All repurchased shares were recorded in treasury stock at cost. At September 2024, 75,000 shares of the Company’s common shares remained authorized for repurchase in either the open market or privately negotiated transactions, as previously approved by the Company’s Board of Directors in October 2023. Management has discretion to determine the timing of any repurchases, as well as the number and pricing of any shares to be repurchased.

EQUITY COMPENSATION PLAN INFORMATION

We refer you to Item 12 of this report for the information required by Item 201(d) of SEC Regulation S-K.

​

ITEM 6.  [RESERVED]

​

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

Overview

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements under Item 8 and other information in this report, including Critical Accounting Estimates and Cautionary Information included at the end of this Item 7. The following discussion and analysis includes the results of operations for the twelve month periods ended September 2024 and September 2023. For more information regarding our business segments, see Item 1 “Business” of this Annual Report.

Business Update

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

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

During fiscal year 2024, the Company continued to make targeted investments in conjunction with its long-term growth strategy.

The Company purchased and is currently building out a 250,000 square foot distribution facility in Colorado City, Colorado, which will play a central role in the Company’s long-term geographic expansion initiatives. In addition, the Company’s new 175,000 square foot distribution facility located in Springfield, Missouri became fully operational at the end of the fiscal period. This new facility will enhance our foodservice capabilities in that region.

​

The Company also acquired Burklund Distributors, Inc. (“Burklund”), a wholesale distributor based in East Peoria, Illinois and Richmond Master Distributors, Inc. (“Richmond Master”), a wholesale distributor based in South Bend, Indiana. These acquisitions will expand the Company’s regional footprint and provide customers with an enhanced range of products and services over time.

​

Lastly, the Company opened a new retail store under the Chamberlin’s Natural Foods banner in Lakewood Ranch, Florida.

​

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Results of Operations

The following table sets forth an analysis of various components of the Company’s Statement of Operations as a percentage of sales for fiscal years 2024 and 2023:

​	​	​	​	​	​
​	​	Fiscal Years
​		2024		2023
Sales		100.0	%	100.0	%
Cost of sales		93.3	​	93.3	​
Gross profit		6.7	​	6.7	​
Selling, general and administrative expenses		5.7	​	5.4	​
Depreciation and amortization		0.3	​	0.3	​
Operating income		0.7	​	1.0	​
Interest expense		0.4	​	0.3	​
Change in fair value of mandatorily redeemable non-controlling interest	​	—	​	0.1	​
Other (income), net	​	—	​	(0.1)	​
Income from operations before income taxes		0.3	​	0.7	​
Income tax expense		0.1	​	0.2	​
Net income available to common shareholders		0.2	%	0.5	%

​

The following table presents selected statement of operations data for fiscal years 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​
($ in millions)		2024			2023			Incr (Decr) (2)
CONSOLIDATED:	​	​	​	​	​	​	​	​	​
Sales (1)	​	$	2,711.0	​	$	2,540.0	​	$	171.0
Cost of sales	​	​	2,528.6	​	​	2,369.2	​	​	159.4
Gross profit	​	​	182.4	​	​	170.8	​	​	11.6
Gross profit percentage	​	​	6.7	%	​	6.7	%	​	​
​	​	​	​	​	​	​	​	​	​
Operating expense	​	$	164.4	​	$	144.9	​	$	19.5
Operating income	​	​	18.0	​	​	26.0	​	​	(8.0)
Interest expense	​	​	10.4	​	​	8.5	​	​	1.9
Change in fair value of mandatorily redeemable non-controlling interest	​	​	1.0	​	​	1.3	​	​	(0.3)
Income tax expense	​	​	3.1	​	​	5.7	​	​	(2.6)
Net income available to common shareholders	​	​	4.3	​	​	11.6	​	​	(7.3)
​	​	​	​	​	​	​	​	​	​
BUSINESS SEGMENTS:	​	​	​	​	​	​	​	​	​
Wholesale	​	​	​	​	​	​	​	​	​
Sales	​	$	2,668.5	​	$	2,496.9	​	$	171.6
Gross profit	​	​	166.8	​	​	155.3	​	​	11.5
Gross profit percentage	​	​	6.3	%	​	6.2	%	​	​
Retail	​	​	​	​	​	​	​	​	​
Sales	​	$	42.5	​	$	43.1	​	$	(0.6)
Gross profit	​		15.6	​		15.5	​		0.1
Gross profit percentage	​		36.7	%		36.0	%	​	​

​

(1)	Sales are reported net of costs associated with incentives provided to retailers. These incentives totaled $41.1 million and $40.4 million in fiscal 2024 and fiscal 2023, respectively.

(2)	Calculated based on rounded numbers as presented in the table.

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SALES

Changes in sales are primarily driven by:

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

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

(iii)

acquisitions

SALES—Fiscal 2024 vs. Fiscal 2023

Sales in our Wholesale Segment increased $171.6 million during fiscal 2024 as compared to fiscal 2023. Significant items impacting sales during fiscal 2024 included a $103.1 million increase in comparative sales related to the acquisition of Henry’s Foods, Inc. (“Henry’s") during Q2 2023, a $98.6 million increase in sales related to the combined acquisitions of Burklund and Richmond Master during fiscal 2024, a $116.6 million increase in sales related to price increases implemented by cigarette manufacturers, and a $2.9 million increase in sales related to higher sales volumes in our tobacco, confectionary, foodservice, and other categories (“Other Products”), partially offset by a $149.6 million decrease in sales related to the volume and mix of cigarette cartons sold.

​

Sales in our Retail Segment decreased $0.6 million in fiscal 2024 as compared to fiscal 2023. This change was primarily due to a $5.5 million decrease related to the closure of five stores between the comparative periods, partially offset by a $2.4 million increase related to higher sales volumes in our existing stores, a $2.0 million increase related to the re-opening of our Port Charlotte store that was damaged during Hurricane Ian, and a $0.5 million increase related to the opening of our new Lakewood Ranch store.

​

GROSS PROFIT—Fiscal 2024 vs. Fiscal 2023

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

Gross profit in our Wholesale Segment increased $11.5 million during fiscal 2024 as compared to fiscal 2023. Significant items impacting gross profit during fiscal 2024 included an $11.9 million increase in comparative gross profit related to the acquisition of Henry’s in Q2 2023, a $5.1 million increase in gross profit related to the combined acquisitions of Burklund and Richmond Master during fiscal 2024, and a $0.1 million increase in gross profit due to the timing and related benefits of cigarette manufacturer price increases between the comparative periods, partially offset by a $5.3 million decrease in gross profit related to the mix of volumes and promotions in our Other Products category and a $0.3 million decrease in gross profit related to the volume and mix of cigarette cartons sold between the comparative periods. Gross profit in our Retail Segment increased $0.1 million in fiscal 2024 as compared to fiscal 2023. This change was primarily related to a $1.0 million increase in realized margins in our existing stores, a $0.7 million increase related to the re-opening of our Port Charlotte store that was damaged during Hurricane Ian, and a $0.3 million increase related to the opening of our new Lakewood Ranch store, partially offset by a $1.9 million decrease related to the closure of five stores between the comparative periods.

​

​

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OPERATING EXPENSE—Fiscal 2024 vs. Fiscal 2023

Operating expense includes selling, general and administrative expenses and depreciation and amortization. Selling, general, and administrative expenses primarily consist of costs related to our sales, warehouse, delivery and administrative departments, including purchasing and receiving costs, warehousing costs and costs of picking and loading customer orders. Our most significant expenses relate to costs associated with employees, facility and equipment leases, transportation, fuel, and insurance.

Our fiscal 2024 consolidated operating expenses increased $19.5 million as compared to fiscal 2023. Significant items impacting operating expenses during fiscal 2024 included a $10.6 million increase in operating expenses related to the acquisition of Henry’s during Q2 2023, a $4.5 million increase related to the combined acquisitions of Burklund and Richmond Master during fiscal 2024, a $3.2 million increase related to employee compensation and benefit costs, a $1.3 million increase in insurance costs and a $0.6 million increase in other Wholesale Segment operating expenses, partially offset by a $0.7 million decrease in our Retail Segment operating expenses. The decrease in our Retail Segment was primarily due to a $2.8 million decrease related to the closure of five stores between the comparative periods, partially offset by an increase of $1.1 million in our existing stores, a $0.5 million increase related to the re-opening of our Port Charlotte store that was damaged during Hurricane Ian and a $0.5 million increase related to the opening of our new Lakewood Ranch store.

INTEREST EXPENSE — Fiscal 2024 vs. Fiscal 2023

Interest expense increased $1.9 million during fiscal 2024 as compared to fiscal 2023, primarily related to higher interest rates, increased capital expenditures, and higher outstanding debt balances in the current year period related to the acquisitions of Burklund and Richmond Master in fiscal 2024 and the acquisition of Henry’s in Q2 2023.

OTHER INCOME — Fiscal 2024 vs. Fiscal 2023

The change in other income was primarily related to differences in the amounts of insurance recoveries between the comparative periods.

INCOME TAX EXPENSE — Fiscal 2024 vs. Fiscal 2023

The change in the Company’s effective tax rate during fiscal 2024 as compared to fiscal 2023 was primarily related to non-deductible compensation expense in relation to the amount of income from operations before income tax expense and variances in the average effective state income tax rates between the comparative periods.

​

Liquidity and Capital Resources

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

The Company primarily finances its operations through three credit facility agreements (a) a facility that is an obligation of AMCON Distributing Company (the “AMCON Facility”), (b) a facility that is an obligation of Team Sledd (the “Team Sledd Facility”) and (c) a facility that is the 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.

At September 2024, the Facilities have a total combined borrowing capacity of $300.0 million, which includes provisions for up to $30.0 million in credit advances for certain inventory purchases, which are limited by accounts receivable and

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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 2024 was $212.4 million, of which $121.3 million was outstanding, leaving $91.1 million available.

The average interest rate of the Facilities was 6.82% at September 2024. During fiscal 2024, the peak borrowings under the Facilities was $181.8 million, and the average borrowings and average availability under the Facilities was $134.5 million and $81.0 million, respectively.

Cross Default and Co-Terminus Provisions

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

Dividend Payments

The Company paid cash dividends of $0.6 million, or $1.00 per common share, and $3.5 million, or $5.72 per common share, during fiscal 2024 and fiscal 2023, respectively.

Other

The Company has issued letters of credit to its workers’ compensation insurance carriers as part of its self-insured loss control program totaling $2.4 million and $0.5 million as of September 2024 and September 2023, respectively.

Off-Balance Sheet Arrangements

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

Liquidity Risk

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

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

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

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OTHER MATTERS—Critical Accounting Estimates

GENERAL

The Consolidated Financial Statements of the Company are prepared in accordance with U.S. generally accepted accounting principles, which require the Company to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue and expenses, and the disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Consolidated Financial Statements. Our critical accounting estimates are set forth below.

ALLOWANCE FOR EXPECTED CREDIT LOSSES

NATURE OF ESTIMATES REQUIRED.  The allowance for expected credit losses represents our estimate of uncollectible accounts receivable at the balance sheet date. We monitor our credit exposure on a daily basis and regularly assess the adequacy of our allowance for expected credit losses. Because credit losses can vary significantly over time, estimating the required allowance requires a number of assumptions that are uncertain.

ASSUMPTIONS AND APPROACH USED.  We estimate our required allowance for expected credit losses using the following key assumptions:

●	Historical collections—Represented as the amount of historical uncollectible accounts as a percent of total accounts receivable.

●	Specific credit exposure on certain accounts—Identified based on management’s review of the accounts receivable portfolio and taking into account the financial wherewithal of particular customers that management deems to have a higher risk of collection.

●	Market conditions—We consider a broad range of industry trends and macro-economic issues which help formulate reasonable and supportable forecasts and also may impact the creditworthiness of our customers.

INVENTORIES

NATURE OF ESTIMATES REQUIRED.  In our businesses, we carry large quantities and dollar amounts of inventory. Inventories primarily consist of finished products purchased in bulk quantities to be sold to our customers. Given the large quantities and broad range of products we carry, there is a risk that inventory may become impaired because it has become unsaleable or unrefundable, slow moving, obsolete, or because it has been discontinued. The use of estimates is required in determining either the net realizable value (for our wholesale business) or the lower of cost or market (“LCM”) under the retail method (for our retail business) of this inventory.

ASSUMPTIONS AND APPROACH USED.  We estimate our inventory obsolescence reserve at each balance sheet date based on the following criteria:

●	Slow moving products—Items identified as slow moving are evaluated on a case-by-case basis for impairment.

●	Obsolete/discontinued inventory—Products identified that are near or beyond their expiration dates. We may also discontinue carrying certain product lines for our customers. As a result, we estimate either the net realizable value or the LCM of this inventory as if it were to be liquidated.

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●

Estimated net realizable value—For our wholesale business, the net realizable value of the inventory is estimated using management’s evaluation of the congestion in the distribution channels and experience with brokers and inventory liquidators to determine the net realizable value of the inventory.

DEPRECIATION, AMORTIZATION AND IMPAIRMENT OF LONG-LIVED ASSETS, INCLUDING GOODWILL AND LEASED RIGHT-OF-USE ASSETS

Long-lived assets consist primarily of property and equipment, leased right-of-use (“ROU”) assets, intangible assets, and goodwill acquired in business combinations. Property and equipment, ROU assets and amortizable identified intangible assets are assigned useful lives ranging from one to 40 years. Indefinite-lived intangible assets and goodwill are not amortized. Impairment of the Company’s long-lived assets is assessed during the Company’s fourth fiscal quarter using both qualitative and quantitative analysis, or whenever events or circumstances change that indicate the carrying value of such long-lived assets may not be recoverable.

NATURE OF ESTIMATES REQUIRED.  Management has to estimate the useful lives of the Company’s long-lived assets. In regard to the Company’s impairment analysis, the most significant assumptions include management’s estimate of the annual growth rate used to project future sales and expenses.

ASSUMPTIONS AND APPROACH USED.  For property and equipment, depreciable lives are based on our accounting policy which is intended to mirror the expected useful life of the asset. In determining the estimated useful life of ROU assets and amortizable intangible assets such as customer lists, we rely on our historical experience in addition to estimates of how long certain assets will generate cash flows. If impairment indicators arise, we then evaluate the potential impairment of property and equipment, ROU assets and amortizable identifiable intangible assets using an undiscounted future cash flow approach.

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.

Goodwill recorded on the Company’s consolidated balance sheet represents amounts allocated to its wholesale reporting unit which totaled $5.8 million at both September 2024 and September 2023. The Company determined that the estimated fair value of its wholesale reporting unit exceeded its carrying value at both September 2024 and September 2023.

INSURANCE

The Company’s insurance for employee-related health care benefits, workers’ compensation, and general liability is provided through high-deductible or self-insured programs. The Company accrues for employee-related health care costs utilizing a claims reserve methodology and prepays insurance carriers for all workers’ compensation and general liability coverage as part of its insurance program. All claims activity and any related reserves are evaluated at the end of each

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reporting period. Due to the uncertainty involved with claims activity and the realization of claims incurred but unreported, management is required to make estimates of these claims.

ASSUMPTIONS AND APPROACH USED.  In order to estimate our reserve for incurred but unreported employee health care claims we consider the following key factors:

●	Historical claims experience—We review loss runs for each month to calculate the average monthly claims experience.

●	Lag period for reporting claims—Based on our analysis, our experience is such that we have a minimum of a one-month lag period in which claims are reported.

INCOME TAXES

The Company accounts for its income taxes by recording taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. These expected future tax consequences are measured based on provisions of tax law as currently enacted; the effects of future changes in tax laws are not anticipated. Future tax law changes, such as a change in the corporate tax rate, could have a material impact on our financial condition or results of operations.

On a periodic basis, we assess the likelihood that our deferred tax assets will be recovered from future taxable income and establish a related valuation allowance as appropriate. In performing our evaluation, we consider all available evidence, both positive and negative, to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance, the reversal of deferred tax liabilities and tax planning strategies. When appropriate, we record a valuation allowance against deferred tax assets to offset future tax benefits that may not be realized.

ASSUMPTIONS AND APPROACH USED.  In determining whether a valuation allowance is appropriate, we consider whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events.

In making that estimate we consider the following key factors:

●	our current financial position;

●	historical financial information;

●	future reversals of existing taxable temporary differences;

●	future taxable income exclusive of reversing temporary differences and carryforwards;

●	taxable income in prior carryback years; and

●	tax planning strategies.

REVENUE RECOGNITION

We recognize revenue in both our Wholesale Segment and our Retail Segment when the performance obligation is satisfied, which is the point at which control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods and services.  For the majority of our customer arrangements, control transfers to customers at a point-in-time when goods have been

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delivered, as that is generally when legal title, physical possession and risks and rewards of goods and services transfers to the customer. Sales are shown net of returns, discounts, and sales incentives to customers.

NATURE OF ESTIMATES REQUIRED.  We estimate and reserve for anticipated sales discounts. We also estimate and provide a reserve for anticipated sales incentives to customers when earned under established program requirements.

ASSUMPTIONS AND APPROACH USED.  We estimate the sales reserves using the following criteria:

●	Sales discounts—We use historical experience to estimate the amount of accounts receivable that will not be collected due to customers taking advantage of authorized term discounts.

●	Volume sales incentives—We use historical experience in combination with quarterly reviews of customers’ sales progress in order to estimate the amount of volume incentives due to the customers on a periodic basis.

Our estimates and assumptions for each of the aforementioned critical accounting estimates have not changed materially during the periods presented, nor are we aware of any reasons that they would be reasonably likely to change in the future.

BUSINESS COMBINATIONS

Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. Determining fair value of identifiable assets acquired, particularly intangibles, and liabilities assumed also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.

NATURE OF ESTIMATES REQUIRED.  We allocate the purchase price of acquired companies to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over these fair values is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

ASSUMPTIONS AND APPROACH USED.  Critical estimates in valuing certain intangible assets include but are not limited to the projected growth factors, future expected cash flows, discount rates, potential competitive and regulatory environment developments, and changes in the market for the Company’s products and services. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Additionally, estimates associated with the accounting for acquisitions may change as new information becomes available regarding the assets acquired and liabilities assumed.

MANDATORILY REDEEMABLE NON-CONTROLLING INTEREST

Mandatorily redeemable non-controlling interest represents the non-controlling interest in the Company’s strategic investment in Team Sledd.

NATURE OF ESTIMATES REQUIRED. We record the mandatorily redeemable non-controlling interest at fair value. This valuation requires management to make significant estimates and assumptions, especially with respect to the timing of future redemptions and discount rates.

ASSUMPTIONS AND APPROACH USED. Critical estimates in valuing the mandatorily redeemable non-controlling interest include but are not limited to the projected growth factors, future expected cash flows, discount rates, potential competitive and regulatory environment developments, and changes in the market for the Company’s products and services. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

​

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ACCOUNTING PRONOUNCEMENTS

​

Recently Adopted 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 requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. The Company adopted ASU 2016-13 on October 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company’s consolidated financial statements.

​

Recently Announced Accounting Pronouncements

​

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation. This guidance is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for the Company), and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

​

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This guidance is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

​

FORWARD-LOOKING STATEMENTS

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

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

●

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

​

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

​

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●

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

​

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

​

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

​

●

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

​

●

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

​

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

​

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

​

●

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

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

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

​

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

​

●	risks associated with opening new retail stores,

​

●	risks to our brick and mortar retail business and potentially to our wholesale distribution business if online shopping formats such as Amazon™ continue to grow in popularity and further disrupt traditional sales channels,

​

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

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

​

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

​

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

​

●	increases in inventory carrying costs and customer credit risks,

​

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

​

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

​

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

​

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

​

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

​

●	decreased availability of capital resources,

​

●	domestic regulatory and legislative risks,

​

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

​

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

​

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

​

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

​

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

​

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

​

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	​
Index to 2024 and 2023 Consolidated Financial Statements	​
Report of Independent Registered Public Accounting Firm (PCAOB ID# 49)	33
Consolidated Balance Sheets as of September 2024 and September 2023	35
Consolidated Statements of Operations for the Fiscal Years Ended September 2024 and September 2023	36
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 2024 and September 2023	37
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 2024 and September 2023	38
Notes to Consolidated Financial Statements	39

​

​

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

​

To the Shareholders and the Board of Directors of AMCON Distributing Company

​

​

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AMCON Distributing Company and its subsidiaries (the Company) as of September 30, 2024 and 2023, the related consolidated statements of operations, shareholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

​

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

​

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

​

As reported on the consolidated statements of operations, the Company reported sales of approximately $2.7 billion for the year ended September 30, 2024. Also as disclosed in Note 1 to the consolidated financial statements, 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.

​

We identified the occurrence and cutoff of revenue transactions as a critical audit matter due to the significant audit effort required in performing procedures related to testing these assertions given the significance of net sales and the large volume of transactions.

​

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Our audit procedures related to evaluating the occurrence and cutoff of revenue transactions included the following, among others:

​

●

Tested the occurrence and cutoff of recorded revenue transactions on a sample basis by obtaining and inspecting invoices, delivery documents, and cash receipts from customers.

●

Evaluated the reasonableness of actual cigarette revenue recorded by comparing amounts to a substantive analytic based on cartons sold, price per carton, and tax per carton.

​

/s/ RSM US LLP

We have served as the Company’s auditor since 2006.

​

Omaha, Nebraska

November 8, 2024

​

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AMCON Distributing Company and Subsidiaries

CONSOLIDATED BALANCE SHEETS

​	​	​	​	​	​	​
​	​	September		​	September
​		2024			2023
ASSETS	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash	​	$	672,788	​	$	790,931
Accounts receivable, less allowance for credit losses of $2.3 million at September 2024 and $2.4 million at September 2023	​		70,653,907	​		70,878,420
Inventories, net	​		144,254,843	​		158,582,816
Income taxes receivable	​	​	718,645	​	​	1,854,484
Prepaid expenses and other current assets	​		12,765,088	​		13,564,056
Total current assets	​		229,065,271	​		245,670,707
​	​	​	​	​	​	​
Property and equipment, net	​		106,049,061	​		80,607,451
Operating lease right-of-use assets, net	​	​	25,514,731	​	​	23,173,287
Goodwill	​		5,778,325	​		5,778,325
Other intangible assets, net	​		4,747,234	​		5,284,935
Other assets	​		2,952,688	​		2,914,495
Total assets	​	$	374,107,310	​	$	363,429,200
​	​	​	​	​	​	​
LIABILITIES AND SHAREHOLDERS’ EQUITY	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accounts payable	​	$	54,498,225	​	$	43,099,326
Accrued expenses	​		15,802,727	​		14,922,279
Accrued wages, salaries and bonuses	​		8,989,355	​		8,886,529
Current operating lease liabilities	​	​	7,036,751	​	​	6,063,048
Current maturities of long-term debt	​		5,202,443	​		1,955,065
Current mandatorily redeemable non-controlling interest	​	​	1,703,604	​	​	1,703,604
Total current liabilities	​		93,233,105	​		76,629,851
​	​	​	​	​	​	​
Credit facilities	​		121,272,004	​		140,437,989
Deferred income tax liability, net	​		4,374,316	​		4,917,960
Long-term operating lease liabilities	​	​	18,770,001	​	​	17,408,758
Long-term debt, less current maturities	​		16,562,908	​		11,675,439
Mandatorily redeemable non-controlling interest, less current portion	​	​	6,507,896	​	​	7,787,227
Other long-term liabilities	​		1,657,295	​		402,882
​	​	​	​	​	​	​
Shareholders’ equity:	​	​	​	​	​	​
Preferred stock, $.01 par value, 1,000,000 shares authorized	​		—	​		—
Common stock, $.01 par value, 3,000,000 shares authorized, 630,362 shares outstanding at September 2024 and 608,689 shares outstanding at September 2023	​		9,648	​		9,431
Additional paid-in capital	​		34,439,735	​		30,585,388
Retained earnings	​		108,552,565	​		104,846,438
Treasury stock at cost	​		(31,272,163)	​		(31,272,163)
Total shareholders’ equity	​	​	111,729,785	​	​	104,169,094
Total liabilities and shareholders’ equity	​	$	374,107,310	​	$	363,429,200

​

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

​

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AMCON Distributing Company and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

​	​	​	​	​	​	​
​	​	Fiscal Years Ended September
​		2024			2023
Sales (including excise taxes of $569.5 million and $564.6 million, respectively)	​	$	2,710,981,108	​	$	2,539,994,999
Cost of sales	​		2,528,626,652	​		2,369,150,102
Gross profit	​		182,354,456	​		170,844,897
Selling, general and administrative expenses	​		154,878,763	​		137,301,668
Depreciation and amortization	​		9,495,179	​		7,576,646
​	​		164,373,942	​		144,878,314
Operating income	​		17,980,514	​		25,966,583
​	​	​	​	​	​	​
Other expense (income):	​	​	​	​	​	​
Interest expense	​		10,413,228	​		8,550,431
Change in fair value of mandatorily redeemable non-controlling interest	​	​	1,040,968	​	​	1,307,599
Other (income), net	​		(936,171)	​		(1,193,840)
​	​		10,518,025	​		8,664,190
Income from operations before income taxes	​		7,462,489	​		17,302,393
Income tax expense	​		3,126,000	​		5,706,000
Net income available to common shareholders	​	$	4,336,489	​	$	11,596,393
​	​	​	​	​	​	​
Basic earnings per share available to common shareholders	​	$	7.24	​	$	19.85
Diluted earnings per share available to common shareholders	​	$	7.15	​	$	19.46
​	​	​	​	​	​	​
Basic weighted average shares outstanding	​	​	599,020	​	​	584,148
Diluted weighted average shares outstanding	​	​	606,782	​	​	595,850
​	​		​	​		​
Dividends paid per common share	​	$	1.00	​	$	5.72

​

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

​

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	Additional		​	​	​	​	​	​
​	​	Common Stock				​	Treasury Stock				​	Paid-in		​	Retained		​	​	​
​		Shares		Amount			Shares		Amount			Capital			Earnings			Total
Balance, October 1, 2022		917,009	​	$	9,168		(332,220)	​	$	(30,867,287)	​	$	26,903,201	​	$	96,784,353	​	$	92,829,435
Dividends on common stock, $5.72 per share		—	​		—		—	​		—	​		—	​		(3,534,308)	​		(3,534,308)
Compensation expense and issuance of stock in connection with equity-based awards		26,263	​		263		—	​		—	​		3,682,187	​		—	​		3,682,450
Repurchase of common stock	​	—	​	​	—	​	(2,363)	​	​	(404,876)	​	​	—	​	​	—	​	​	(404,876)
Net income available to common shareholders		—	​		—		—	​		—	​		—	​		11,596,393	​		11,596,393
Balance, September 30, 2023		943,272	​	$	9,431		(334,583)	​	$	(31,272,163)	​	$	30,585,388	​	$	104,846,438	​	$	104,169,094
Dividends on common stock, $1.00 per share		—	​		—		—	​		—	​		—	​		(630,362)	​		(630,362)
Compensation expense and issuance of stock in connection with equity-based awards		21,673	​		217		—	​		—	​		3,854,347	​		—	​		3,854,564
Net income available to common shareholders		—	​		—		—	​		—	​		—	​		4,336,489	​		4,336,489
Balance, September 30, 2024		964,945	​	$	9,648		(334,583)	​	$	(31,272,163)	​	$	34,439,735	​	$	108,552,565	​	$	111,729,785

​

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

​

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AMCON Distributing Company and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

​	​	​	​	​	​	​
​	​	September		​	September
​		2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:	​	​	​	​	​	​
Net income available to common shareholders	​	$	4,336,489	​	$	11,596,393
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:	​	​	​	​	​	​
Depreciation	​	​	8,957,478	​	​	7,161,468
Amortization	​	​	537,701	​	​	415,178
(Gain) loss on sales of property and equipment	​	​	(177,467)	​	​	(133,659)
Equity-based compensation	​	​	2,489,781	​	​	2,717,370
Deferred income taxes	​	​	(543,644)	​	​	2,589,372
Provision for credit losses	​	​	(64,705)	​	​	(133,924)
Inventory allowance	​	​	62,349	​	​	(138,820)
Change in fair value of contingent consideration	​	​	(124,992)	​	​	—
Change in fair value of mandatorily redeemable non-controlling interest	​	​	1,040,968	​	​	1,307,599
Changes in assets and liabilities, net of effects of business combinations:	​	​	​	​	​	​
Accounts receivable	​	​	5,900,380	​	​	(138,956)
Inventories	​	​	29,003,285	​	​	(7,728,394)
Prepaid and other current assets	​	​	2,227,044	​	​	(679,229)
Other assets	​	​	(38,193)	​	​	(163,340)
Accounts payable	​	​	11,397,485	​	​	2,213,085
Accrued expenses and accrued wages, salaries and bonuses	​	​	1,221,322	​	​	1,574,050
Other long-term liabilities	​	​	511,231	​	​	298,914
Income taxes payable and receivable	​	​	1,135,839	​	​	(1,034,889)
Net cash flows from (used in) operating activities	​	​	67,872,351	​	​	19,722,218
​	​	​	​	​	​	​
CASH FLOWS FROM INVESTING ACTIVITIES:	​	​	​	​	​	​
Purchase of property and equipment	​	​	(20,429,805)	​	​	(11,561,347)
Proceeds from sales of property and equipment	​	​	416,546	​	​	151,808
Acquisition of Burklund (See Note 2)	​	​	(15,464,397)	​	​	—
Acquisition of Richmond Master (See Note 2)	​	​	(6,631,039)	​	​	—
Acquisition of Henry's (See Note 2)	​	​	—	​	​	(54,865,303)
Net cash flows from (used in) investing activities	​	​	(42,108,695)	​	​	(66,274,842)
​	​	​	​	​	​	​
CASH FLOWS FROM FINANCING ACTIVITIES:	​	​	​	​	​	​
Borrowings under revolving credit facilities	​	​	2,517,192,464	​	​	2,512,309,723
Repayments under revolving credit facilities	​	​	(2,536,358,449)	​	​	(2,463,134,172)
Proceeds from borrowings on long-term debt	​	​	—	​	​	7,000,000
Principal payments on long-term debt	​	​	(3,765,153)	​	​	(2,349,065)
Repurchase of common stock	​	​	—	​	​	(404,876)
Dividends on common stock	​	​	(630,362)	​	​	(3,534,308)
Redemption and distributions to non-controlling interest	​	​	(2,320,299)	​	​	(2,975,323)
Net cash flows from (used in) financing activities	​	​	(25,881,799)	​	​	46,911,979
Net change in cash	​	​	(118,143)	​	​	359,355
Cash, beginning of period	​	​	790,931	​	​	431,576
Cash, end of period	​	$	672,788	​	$	790,931
​	​	​	​	​	​	​
Supplemental disclosure of cash flow information:	​	​	​	​	​	​
Cash paid during the period for interest, net of amounts capitalized	​	$	9,985,313	​	$	8,311,375
Cash paid during the period for income taxes, net of refunds	​		2,520,127	​		4,141,370
​	​	​	​	​	​	​
Supplemental disclosure of non-cash information:	​	​	​	​	​	​
Equipment acquisitions classified in accounts payable	​	$	1,016,948	​	$	1,015,534
Purchase of property financed with promissory note	​		8,000,000	​		—
Portion of Burklund acquisition financed with promissory note (See Note 2)	​	​	3,900,000	​	​	—
Portion of Burklund acquisition financed with contingent consideration (See Note 2)	​	​	1,578,444	​	​	—
Issuance of common stock in connection with the vesting of equity-based awards	​	​	1,296,372	​		2,044,805

​

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

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Company Operations:

AMCON Distributing Company and Subsidiaries (“AMCON” or “the Company”) serves customers in 33 states and is primarily engaged in the wholesale distribution of consumer products in the Central, Rocky Mountain, Great Lakes, Mid-South and Mid-Atlantic regions of the United States.

AMCON’s wholesale distribution business which includes our Team Sledd, LLC (“Team Sledd”) and Henry’s Foods, Inc. (“Henry’s) subsidiaries (“Wholesale Segment”), operates 13 distribution centers that sell over 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 15 retail health food stores as Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market (“Retail Segment”). 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% of the Company’s consolidated revenue during both fiscal 2024 and fiscal 2023, and 18% and 19% of the Company’s consolidated gross profit during fiscal 2024 and fiscal 2023, respectively.

(b) Accounting Period:

The Company’s fiscal year ends on September 30^th, except for one non-wholly owned subsidiary whose fiscal year ends on the last Friday of September, and the fiscal years ended September 30, 2024 and September 30, 2023 have been included herein.

(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 since February 2023 and its non-wholly-owned equity investment in 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 2024 and September 2023 totaled approximately $3.9 million and $3.3 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 primarily consists of customer trade receivables arising in the ordinary course of business and other receivables primarily related to various rebate and promotional incentives with the Company’s suppliers. These receivables are recorded net of an allowance for expected credit losses. The Company evaluates the expected uncollectibility of

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accounts receivable based on a combination of factors, including but not limited to, past collection history, customer credit terms, industry, regulatory and economic conditions, and any customer specific risks, including credit concentration risks. The Company determines the past due status of trade receivables based on our payment terms with each customer. If the Company becomes aware of a specific customer’s inability to meet its financial obligations, such as bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company may record a specific reserve for expected credit losses to reduce the related receivable to the amount it reasonably believes is collectible. Account balances are charged off against the allowance for credit losses when collection efforts have been exhausted and 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 2024 and September 2023, receivables from transactions with customers, less allowance for expected credit losses were $68.1 million and $69.4 million, respectively.

(f) Inventories:

At September 2024 and September 2023, inventories in our Wholesale Segment consisted of finished goods and are stated at the lower of cost or net realizable value, utilizing FIFO and average cost methods. Inventories in our Retail Segment consisted of finished goods and are stated at the lower of cost or market using the retail method. The wholesale distribution and retail health food segment inventories consist of finished products purchased in bulk quantities to be redistributed to the Company’s customers or sold at retail. Finished goods included total reserves of approximately $1.2 million at both September 2024 and September 2023. 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 2024			September 2023
Prepaid expenses	​	$	5.5	​	$	4.3
Prepaid inventory	​		7.3	​		9.3
​	​	$	12.8	​	$	13.6

​

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	​	2	-	20
Furniture, fixtures and leasehold improvements	​	1	-	12
Vehicles	​	1	-	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.  There was no impairment of any property and equipment during either fiscal 2024 or fiscal 2023.

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(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 whereby a reporting unit’s carrying value is compared to its fair value and impairment charges are recognized for an amount by which a reporting unit’s carrying amount exceeds its fair value.

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.

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(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.

(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. See Note 13 “Business Segments” for the disaggregation of net sales for each of our business segments.

(m) Insurance:

The Company’s insurance for employee-related health care benefits, workers’ compensation, and general liability is provided through high-deductible or self-insured programs. The Company accrues for employee-related health care costs utilizing a claims reserve methodology and prepays insurance carriers for all workers’ compensation and general liability coverage as part of its insurance program. The Company accrues for employee-related health care claims based upon a reserve analysis for claims incurred, but not reported, utilizing 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. The Company has issued letters of credit to insurance carriers as part of its loss control program totaling $2.4 million and $0.5 million as of September 2024 and September 2023, respectively.

(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

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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 represents 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 (“ASC 825”) as it believes this best represents the potential future liability and cash flows. The Company calculates the estimated fair value of the MRNCI based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the MRNCI as a component of other expense (income) in the Consolidated Statements of Operations. The Company estimates the probability and timing of future redemptions and earnings of Team Sledd based on management’s knowledge and assumptions of certain events as of each reporting date,

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including the timing of any future redemptions and an appropriate discount rate. The MRNCI is classified as Level 3 because of the Company’s reliance on unobservable assumptions.

​

(w) Contingent Consideration:

​

Contingent consideration recorded on the Company’s consolidated balance sheets represents the fair value of a portion of the consideration paid in the acquisition of Burklund Distributors, Inc. (“Burklund”) (see Note 2). In accordance with Financial Accounting Standards Board (“FASB”) ASC 805 – Business Combinations (“ASC 805”), the Company recorded the contingent consideration at fair value as of the acquisition date and re-measures the liability at each reporting period. The Company calculates the estimated fair value of the contingent consideration based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the contingent consideration in selling, general and administrative expenses in the consolidated statements of operations. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheets. At each reporting date, the Company reviews certain inputs, including sales thresholds and an appropriate discount rate, based on management’s knowledge and assumptions of certain events. The contingent consideration liability is classified as Level 3 because of the Company’s reliance on unobservable assumptions.

​

(x) Business Combinations:

​

The acquisition method of accounting for business combinations under ASC 805 requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination).

​

(y) Accounting Pronouncements:

Accounting Pronouncements Adopted

​

In June 2016, the 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 requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. The Company adopted ASU 2016-13 on October 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company’s consolidated financial statements.

​

Recent Accounting Pronouncements

​

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation. This guidance is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for the Company), and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

​

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This guidance is effective for annual periods beginning after December 15,

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2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

​

2. ACQUISITIONS

​

Burklund Distributors, Inc.

​

On April 5, 2024, the Company acquired substantially all of the net operating assets of Burklund, a wholesale distributor to convenience stores operating in Illinois, Missouri, Indiana and Iowa, for approximately $20.9 million, consisting of $15.4 million in cash, a $3.9 million promissory note payable in quarterly installments over five years at an annual rate of 5.75%, and additional contingent consideration with an acquisition date fair value of $1.6 million. Pursuant to the transaction, contingent consideration of up to $3.0 million in cash could be payable in two installments on the one-year and two-year anniversaries of the acquisition date based on certain sales thresholds. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the condensed consolidated balance sheets and are re-measured to fair value at each reporting period. The periodic change in fair value is recorded in selling, general and administrative expenses on the condensed consolidated statements of operations. In addition, the Company also assumed certain operating liabilities totaling approximately $0.3 million. The cash portion of 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. The acquisition of Burklund aligns with the Company’s long-term growth strategy by expanding its regional footprint and will provide customers with an enhanced range of products and services over time.

​

Richmond Master Distributors, Inc.

​

On June 21, 2024, the Company acquired substantially all of the net operating assets of Richmond Master, a wholesale distributor to convenience stores operating in Illinois, Indiana and Michigan, for approximately $6.6 million in cash. In connection with the transaction, the Company assumed certain operating liabilities totaling approximately $0.6 million, including approximately $0.5 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. The acquisition of Richmond Master provides access to new markets and improved service capability for accounts in our existing service area.

​

For the two transactions described above, the Company paid consideration in the forms of cash, debt and contingent consideration for the net acquired assets and their related values as of the respective acquisition dates, measured in accordance with ASC 805. In valuing any potential identifiable intangible assets, the Company estimated the fair value using a 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 dates included, but were not limited to, sales growth, gross profit estimates, economic and industry conditions, working capital requirements and various other operational considerations. As a result of the valuation process, no value was assigned to any identifiable intangible assets and no value was assigned to goodwill in either transaction. Burklund and Richmond Master will both be reported as part of the Company’s Wholesale Segment.

​

The consideration paid for each transaction is as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Richmond	​	​	​
​	​	​	Burklund	​	​	Master	​	​	Total
Cash	​	$	15,464,397	​	$	6,631,039	​	$	22,095,436
Note payable	​	​	3,900,000	​	​	—	​	​	3,900,000
Contingent consideration at fair value	​	​	1,578,444	​	​	—	​	​	1,578,444
Total consideration	​	$	20,942,841	​	$	6,631,039	​	$	27,573,880

​

​

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The following purchase price allocations reflect the amounts of identifiable assets and liabilities assumed for each transaction:

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Richmond	​	​	​
​	​	​	Burklund	​	​	Master	​	​	Total
Accounts receivable	​	$	3,338,217	​	$	2,272,945	​	$	5,611,162
Inventories	​	​	10,987,058	​	​	3,750,603	​	​	14,737,661
Prepaid and other assets	​	​	955,965	​	​	472,111	​	​	1,428,076
Property and equipment	​	​	5,956,948	​	​	250,000	​	​	6,206,948
Operating lease right-of use assets	​	​	—	​	​	506,356	​	​	506,356
Liabilities assumed	​	​	(295,347)	​	​	(620,976)	​	​	(916,323)
Total identifiable net assets	​	$	20,942,841	​	$	6,631,039	​	$	27,573,880
​	​	​	​	​	​	​	​	​	​
Total identifiable net assets	​	$	20,942,841	​	$	6,631,039	​	$	27,573,880
Goodwill	​	​	—	​	​	—	​	​	—
Total consideration	​	$	20,942,841	​	$	6,631,039	​	$	27,573,880

​

Accounts receivable were recorded at their fair values representing the amounts we expect to collect, which also approximated the gross contractual values of such receivables at the respective acquisition dates. The transactions did not result in the acquisition of any identifiable intangible assets, nor did they result in any goodwill.

​

The following table sets forth the unaudited supplemental financial data for Burklund and Richmond Master from the respective acquisition dates through September 2024, which are included in the Company’s consolidated results for fiscal 2024.

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Richmond	​	​	​
​	​	​	Burklund	​	​	Master	​	​	Total
Revenue	​	$	73,396,615	​	$	25,194,245	​	$	98,590,860
Net income (loss) available to common shareholders	​	$	(496)	​	$	61,544	​	$	61,048

​

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.

​

​

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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

​

The following table presents unaudited supplemental pro forma financial information assuming the Company acquired Burklund, Richmond Master and Henry’s on October 1, 2022, in addition to holding a 76% interest in Team Sledd on October 1, 2022. 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 2024			For the year ended September 2023
Revenue	​	$	2,854,752,348	​	$	2,892,363,498
Net income available to common shareholders	​	$	3,823,775	​	$	12,435,254

​

​

​

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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
​	​	2024			2023
​		Basic		​	Basic
Weighted average number of common shares outstanding		​	599,020		​	584,148
Net income available to common shareholders	​	$	4,336,489	​	$	11,596,393
Net earnings per share available to common shareholders	​	$	7.24	​	$	19.85

​

​	​	​	​	​	​	​
​	​	For Fiscal Years
​	​	2024			2023
​		Diluted		​	Diluted
Weighted average number of common shares outstanding		​	599,020		​	584,148
Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)		​	7,762		​	11,702
Weighted average number of shares outstanding		​	606,782		​	595,850
Net income available to common shareholders	​	$	4,336,489	​	$	11,596,393
Net earnings per share available to common shareholders	​	$	7.15	​	$	19.46

​

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

​

​

4. PROPERTY AND EQUIPMENT, NET:

Property and equipment at September 2024 and September 2023 consisted of the following:

​

​	​	​	​	​	​	​	​
​		2024			2023
Land and improvements	​	$	5,619,034	​	$	4,292,142	​
Buildings and improvements	​		67,813,750	​		43,963,416	​
Warehouse equipment	​		25,509,993	​		23,894,049	​
Furniture, fixtures and leasehold improvements	​		19,970,335	​		16,869,932	​
Vehicles	​		14,040,286	​		12,962,265	​
Construction in progress	​		20,905,740	​		18,798,343	​
​	​		153,859,138	​		120,780,147	​
Less accumulated depreciation:	​		(47,810,077)	​		(40,172,696)	​
Property and equipment, net	​	$	106,049,061	​	$	80,607,451	​

​

During fiscal 2024 and fiscal 2023, respectively, the Company capitalized approximately $0.9 million and $0.8 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.

​

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​

​

​

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 2024			September 2023
Operating	​	Operating lease right-of-use assets	​	$	25,514,731	​	$	23,173,287
​	​	​	​	​	​	​	​	​
Liabilities	​	​	​	​	​	​	​	​
Current:	​	​	​	​	​	​	​	​
Operating	​	Operating lease liabilities	​	$	7,036,751	​	$	6,063,048
Non-current:	​	​	​	​	​	​	​	​
Operating	​	Long-term operating lease liabilities	​	​	18,770,001	​	​	17,408,758
Total lease liabilities	​	​	​	$	25,806,752	​	$	23,471,806

​

The components of lease costs were as follows:

​

​	​	​	​	​	​	​
​		Fiscal Year 2024			Fiscal Year 2023
Operating lease cost	​	$	8,012,939	​	$	7,673,309
Short-term lease cost	​	​	372,387	​	​	500,372
Variable lease cost	​	​	602,246	​	​	467,164
Net lease cost	​	$	8,987,572	​	$	8,640,845

​

Maturities of lease liabilities as of September 2024 were as follows:

​

​	​	​	​	​	​	​
​			​		Operating Leases
2025	​	​	​	​	$	8,342,930
2026	​	​	​	​	​	6,847,341
2027	​	​	​	​	​	5,196,498
2028	​	​	​	​	​	3,455,810
2029	​	​	​	​	​	1,989,904
2030 and thereafter	​	​	​	​	​	4,055,263
Total lease payments	​	​	​	​	​	29,887,746
Less: interest	​	​	​	​	​	(4,080,994)
Present value of lease liabilities	​	​	​	​	$	25,806,752

​

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Weighted-average remaining lease term and weighted-average discount rate information regarding the Company’s leases were as follows:

​

​	​	​	​	​	​	​	​
Lease Term			September 2024			September 2023
Weighted-average remaining lease term (years):	​	​	​	​	​	​	​
Operating	​	​	5.0	​	​	5.2	​
Discount Rate	​	​	​	​	​	​	​
Weighted-average discount rate:	​	​	​	​	​	​	​
Operating	​	​	5.91	%	​	4.97	%

​

Other information regarding the Company’s leases were as follows:

​

​	​	​	​	​	​	​
​		Fiscal Year 2024			Fiscal Year 2023
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​
Operating cash flows used by operating leases	​	$	7,997,795	​	$	7,642,556
Lease liabilities arising from obtaining new ROU assets:	​	​	​	​	​	​
Operating leases	​	$	8,547,877	​	$	5,541,096

​

​

​

​

6. GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill at September 2024 and September 2023 was as follows:

​

​	​	​	​	​	​	​
​		September			September
​	​	2024		​	2023
Balance, beginning of period	​	$	5,778,325	​	$	5,277,950
Acquisition of Henry's	​		—	​		500,375
Balance, end of period	​	$	5,778,325	​	$	5,778,325

​

Other intangible assets at September 2024 and September 2023 consisted of the following:

​

​	​	​	​	​	​	​
​		September			September
​	​	2024		​	2023
Customer lists (Wholesale Segment) (less accumulated amortization of $0.5 million at September 2024 and $0.2 million at September 2023)	​	$	2,996,348	​	$	3,226,480
Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.2 million at September 2024 and $0.1 million at September 2023)	​	​	106,505	​	​	199,503
Tradename (Wholesale Segment) (less accumulated amortization of $0.4 million at September 2024 and $0.1 million at September 2023)	​	​	1,144,381	​	​	1,358,952
Trademarks and tradenames (Retail Segment)	​	​	500,000	​	​	500,000
​	​	$	4,747,234	​	$	5,284,935

​

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 at both September 2024 and September 2023. The Company determined that the estimated fair value of its wholesale reporting unit exceeded its carrying value at both September 2024 and September 2023.

​

At September 2024, identifiable intangible assets considered to have finite lives were represented by customer lists which are being amortized over 15 years, a non-competition agreement which is being amortized over three years, a non-competition agreement which is being amortized over five years, and a tradename in our Wholesale Segment that is being amortized over seven years. These intangible assets are evaluated for accelerated attrition or amortization adjustments if warranted. Amortization expense related to these assets was $0.5 million and $0.4 million during fiscal 2024 and fiscal 2023, respectively.

​

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

​

​	​	​	​
​	​	September
​		2024
Fiscal 2025	​	$	506,869
Fiscal 2026	​	​	463,703
Fiscal 2027	​	​	463,703
Fiscal 2028	​	​	451,043
Fiscal 2029	​	​	444,703
Fiscal 2030 and thereafter	​	​	1,917,213
​	​	$	4,247,234

​

​

​

​

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.

At September 2024, 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 2024 was $212.4 million, of which $121.3 million was outstanding, leaving $91.1 million available.

The average interest rate of the Facilities was 6.82% at September 2024. During fiscal 2024, the peak borrowings under the Facilities was $181.8 million, and the average borrowings and average availability under the Facilities was $134.5 million and $81.0 million, respectively.

​

​

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LONG-TERM DEBT

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

​

​	​	​	​	​	​	​
​		2024			2023
Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse	​	​	4,739,192	​	​	5,174,188
Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse	​	​	1,746,606	​	​	1,891,638
Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.58% at September 2023, collateralized by certain of Team Sledd's equipment	​	​	—	​	​	288,237
Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $129,685 through February 2028, collateralized by certain of Henry's equipment	​		4,793,228	​		6,276,441
Unsecured note payable, interest payable at a fixed rate of 5.50% with quarterly installments of principal and interest of $727,741 through February 2027	​	​	6,756,024	​	​	—
Unsecured note payable, interest payable at a fixed rate of 5.75% with quarterly installments of principal and interest of $225,761 through April 2029	​	​	3,730,301	​	​	—
​	​		21,765,351	​		13,630,504
Less current maturities	​		(5,202,443)	​		(1,955,065)
​	​	$	16,562,908	​	$	11,675,439

​

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

​

​	​	​	​
Fiscal Year Ending		​	​
2025	​	$	5,202,443
2026	​	​	5,494,162
2027	​	​	4,336,975
2028	​		2,152,843
2029	​	​	1,364,320
2030 and thereafter	​		3,214,608
​	​	$	21,765,351

​

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 2024.

​

Cross Default and Co-Terminus Provisions

​

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

​

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Other

​

The Company has issued letters of credit to its workers’ compensation insurance carriers as part of its self-insured loss control program totaling $2.4 million and $0.5 million as of September 2024 and September 2023, respectively.

​

​

8. INCOME TAXES:

​

The components of income tax expense from operations for fiscal 2024 and fiscal 2023 consisted of the following:

​

​	​	​	​	​	​	​
​		2024			2023
Current: Federal	​	$	2,998,194	​	$	2,324,897
Current: State	​		671,450	​		791,731
​	​		3,669,644	​		3,116,628
Deferred: Federal	​		(461,826)	​		2,199,672
Deferred: State	​		(81,818)	​		389,700
​	​		(543,644)	​		2,589,372
Income tax expense	​	$	3,126,000	​	$	5,706,000

​

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 2024 and fiscal 2023 on income from operations before income taxes is as follows:

​

​	​	​	​	​	​	​
​		2024			2023
Tax at statutory rate	​	$	1,567,122	​	$	3,633,503
Nondeductible business expenses	​		1,162,221	​		1,313,864
State income taxes, net of federal tax benefit	​		472,853	​		924,567
Tax attributable to non-controlling interest	​	​	(203,757)	​	​	(443,831)
Other	​		127,561	​		277,897
​	​	$	3,126,000	​	$	5,706,000

​

Temporary differences between the financial statement carrying balances and tax basis of assets and liabilities giving rise to net deferred tax assets (liabilities) at September 2024 and September 2023 relates to the following:

​

​	​	​	​	​	​	​
​		2024			2023
Deferred tax assets:	​	​	​	​	​	​
Allowance for expected credit losses	​	$	252,263	​	$	253,252
Accrued expenses	​		—	​		273,313
Inventory	​		559,277	​		533,723
Other	​		838,158	​		618,256
Interest expense limitation	​	​	1,667,806	​	​	753,451
Net operating loss carry forwards - state	​		697,013	​		697,013
Total gross deferred tax assets	​		4,014,517	​		3,129,008
Less: Valuation allowance	​		(697,013)	​		(697,013)
Total net deferred tax assets	​	​	3,317,504	​	​	2,431,995
Deferred tax liabilities:	​	​	​	​	​	​
Trade discounts	​	​	554,066	​	​	471,126
Operating lease, right-of-use assets	​	​	99,488	​	​	97,468
Property and equipment	​		5,834,321	​		5,725,493
Goodwill	​		921,799	​		921,799
Accrued expenses	​	​	117,878	​	​	—
Intangible assets	​		164,268	​		134,069
Total deferred tax liabilities	​	​	7,691,820	​	​	7,349,955
Total net deferred income tax liability	​	$	4,374,316	​	$	4,917,960

​

​

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The Company had a valuation allowance of approximately $0.7 million at both September 2024 and September 2023, 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 2024 or fiscal 2023, 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 2021 and forward remain open under U.S. and state statutes.

​

9. FAIR VALUE DISCLOSURES

​

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 2024, Team Sledd redeemed certain membership interests from its non-controlling interest, which increased the Company’s ownership interest to approximately 76% as of September 2024. The Company owned approximately 64% of Team Sledd as of September 2023. 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 both September 2024 and 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 both September 2024 and 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 during each of fiscal years 2024 and 2023:

​

​	​	​	​	​	​	​
​	​	For the Year Ended September 30,
​	​	2024		​	2023
Fair value of MRNCI, beginning of period		$	9,490,831		$	11,158,555
Redemption of non-controlling interests	​	​	(1,812,558)	​	​	(1,812,558)
Distributions to non-controlling interest	​	​	(507,741)	​	​	(1,162,765)
Change in fair value	​	​	1,040,968	​	​	1,307,599
Fair value of MRNCI, end of period	​	$	8,211,500	​	$	9,490,831
Less current portion at fair value	​	​	(1,703,604)	​	​	(1,703,604)
​	​	$	6,507,896	​	$	7,787,227

​

Contingent Consideration

​

As described in Note 2, a portion of the consideration paid in the acquisition of Burklund was in the form of contingent consideration of up to $3.0 million in cash that could be payable in two installments on the one-year and two-year anniversaries of the acquisition date, respectively, based on certain sales thresholds. In accordance with ASC 805, the Company recorded the contingent consideration at fair value as of the acquisition date and re-measures the liability at each reporting period. The Company calculates the estimated fair value of the contingent consideration based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the contingent consideration in selling, general and administrative expenses in the consolidated statements of operations. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheets. At each reporting date, the Company reviews certain inputs, including sales thresholds and an appropriate discount rate, based on management’s knowledge and assumptions of certain events. At September 2024, the difference between the estimated amount due under the contingent consideration arrangement and the fair value was approximately $0.2 million. The contingent consideration liability is classified as Level 3 because of the Company’s reliance on unobservable assumptions.

​

​

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

​

​	​	​	​
Fair value of contingent consideration at acquisition		$	1,578,444
Change in fair value	​	​	(124,992)
Fair value of contingent consideration as of September 2024	​	$	1,453,452
Less current portion at fair value	​	​	(710,270)
​	​	$	743,182

​

​

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 $2.0 million in fiscal 2024 and $1.6 million in fiscal 2023.

​

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 health insurance, workers’ compensation, and general liability, was $1.5 million at September 2024 and $2.2 million at September 2023. 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):

​

​	​	​	​	​	​	​
​		2024			2023
Beginning balance	​	$	2.2	​	$	1.9
Charged to expense	​		11.8	​		11.7
Payments	​		(12.5)	​		(11.4)
Ending balance	​	$	1.5	​	$	2.2

​

​

​

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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 2024, awards with respect to a total of 140,837 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plans and awards with respect to another 54,163 shares may be awarded under the Omnibus Plans.

​

Restricted Stock Units

No restricted stock unit awards were issued during fiscal 2024 or fiscal 2023. At September 2024, the Company had no restricted stock unit awards outstanding.

​

The following summarizes restricted stock unit activity under the Omnibus Plans during fiscal 2024:

​

​	​	​	​	​	​
​	​	Number	​	Weighted
​	​	of	​	Average
​		Shares		Fair Value
Nonvested restricted stock units at September 2023		6,834	​	$	206.00
Granted		—	​	​	—
Vested		(6,834)	​	​	195.99
Expired		—	​	​	—
Nonvested restricted stock units at September 2024		—	​	$	—

​

Restricted Stock Awards

​

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

​

​	​	​	​	​	​	​	​	​	​
​		Restricted  Stock Awards (1)			Restricted  Stock Awards (2)		​	Restricted  Stock Awards (3)
Date of award:		​	October 2021		​	October 2022	​	​	October 2023
Original number of awards issued:		​	15,100		​	15,100	​	​	15,100
Service period:		​	36 months		​	36 months	​	​	36 months
Estimated fair value of award at grant date:	​	$	2,089,000	​	$	2,824,000	​	​	2,762,000
Non-vested awards outstanding at September 2024:	​	​	5,034	​	​	10,067	​	​	15,100
Fair value of non-vested awards at September 2024 of approximately:	​	$	730,000	​	$	1,459,000	​	​	2,189,000

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

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

(3)	The 15,100 restricted stock awards will vest in equal amounts in October 2024, October 2025 and October 2026.

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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 2024:

​

​	​	​	​	​	​
​	​	Number	​	Weighted
​	​	of	​	Average
​		Shares		Fair Value
Nonvested restricted stock awards at September 2023		25,167	​	$	206.00
Granted		15,100	​	​	182.89
Vested		(10,066)	​	​	189.87
Expired		—	​	​	—
Nonvested restricted stock awards at September 2024		30,201	​	$	144.95

​

Income from operations before income taxes included compensation expense related to the amortization of the Company’s restricted stock awards of approximately $2.6 million during fiscal 2024 and $1.6 million during fiscal 2023. The tax benefit related to this compensation expense was approximately $0.7 million in fiscal 2024 and $0.4 million in fiscal 2023. At September 2024, total unamortized compensation expense related to restricted stock awards was approximately $2.8 million. This unamortized compensation expense is expected to be amortized over approximately the next 16 months.

​

​

13. BUSINESS SEGMENTS:

The Company has two reportable business segments: the wholesale distribution of consumer products (the Wholesale Segment), and the retail sale of health and natural food products (the Retail Segment). The aggregation of the Company’s business operations into these business segments was based on a range of considerations including but not limited to the characteristics of each business, similarities in the nature and type of products sold, customer classes, methods used to sell the products and economic profiles. Included in the “Other” column are intercompany eliminations and assets held and charges incurred and income earned by our holding company. The segments are evaluated on revenues, gross margins, operating income (loss), and income (loss) from operations before taxes.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Wholesale

​

Retail

​

​

​

​

​

Segment

Segment

Other

Consolidated

FISCAL YEAR ENDED 2024:

​

​

​

​

​

​

​

​

​

​

​

​

External revenue:

​

​

​

​

​

​

​

​

​

​

​

​

Cigarettes

​

$

1,669,390,346

​

$

—

​

$

—

​

$

1,669,390,346

Tobacco

​

​

499,869,540

​

​

—

​

​

—

​

​

499,869,540

Confectionery

​

​

174,952,982

​

​

—

​

​

—

​

​

174,952,982

Health food

​

​

—

​

​

42,494,231

​

​

—

​

​

42,494,231

Foodservice & other

​

​

324,274,009

​

​

—

​

​

—

​

​

324,274,009

Total external revenue

​

​

2,668,486,877

​

​

42,494,231

​

​

—

​

​

2,710,981,108

Depreciation

​

​

7,983,266

​

​

974,212

​

​

—

​

​

8,957,478

Amortization

​

​

537,701

​

​

—

​

​

—

​

​

537,701

Operating income (loss)

​

​

31,255,079

​

​

112,831

​

​

(13,387,396)

​

​

17,980,514

Interest expense

​

​

—

​

​

—

​

​

10,413,228

​

​

10,413,228

Income (loss) from operations before taxes

​

​

30,685,132

​

​

745,893

​

​

(23,968,536)

​

​

7,462,489

Total assets

​

​

356,187,395

​

​

16,713,578

​

​

1,206,337

​

​

374,107,310

Capital expenditures (1)

​

​

26,573,247

​

​

1,857,972

​

​

—

​

​

28,431,219

​

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

​

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

14. TREASURY STOCK:

The Company did not repurchase any shares of its common stock during fiscal 2024. The Company repurchased a total of 2,363 shares of its common stock during fiscal 2023 for cash totaling approximately $0.4 million. All repurchased shares were recorded in treasury stock at cost.

​

15. SUBSEQUENT EVENTS:

On October 22, 2024, 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 are subject to a three-year graded vesting schedule.

​

On October 24, 2024, the Company amended the Henry’s Facility, increasing its aggregate borrowing capacity from $40.0 million to $45.0 million and extending the maturity date to February 2028.

​

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ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

​

None.

​

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Limitations on Effectiveness of Controls

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

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

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and

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(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

We have completed our evaluation and testing of our internal control over financial reporting as required by Section 404 of Sarbanes-Oxley and Item 308(a) of Regulation S-K. Under the supervision and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, we used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on its assessment, management has concluded that our internal control over financial reporting was effective as of September 30, 2024.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

Other than changes implemented related to the consolidation of Burklund and Richmond Master, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

On April 5, 2024 and June 21, 2024, the Company completed its acquisitions of Burklund and Richmond Master, respectively. The Company is in the process of evaluating the existing controls and procedures of Burklund and Richmond Master and integrating Burklund and Richmond Master into the internal control over financial reporting processes of the Company. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, the Company has excluded Burklund and Richmond Master from the assessment of the effectiveness of internal control over financial reporting as of September 30, 2024. Burklund and Richmond Master  accounted for $27.0 million and $10.0 million of our consolidated total assets and $73.4 million and $25.2 million of our consolidated sales as of and for the fiscal year ended September 30, 2024, respectively. The scope of management’s assessment of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2024 includes all of the Company’s consolidated operations except for those disclosure controls and procedures of Burklund and Richmond Master that are included in internal control over financial reporting.

​

ITEM 9B.  OTHER INFORMATION

During the three months ended September 30, 2024, no director or officer of the Company adopted, modified  or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

​

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

​

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Registrant’s Proxy Statement to be used in connection with the December 2024 Annual Meeting of Shareholders (the “Proxy Statement”) will contain under the captions “Item 1: Election of Directors—What is the structure of our board and how often are directors elected?”, “Item 1: Election of Directors—Who are this year’s nominees?”, “Item 1: Election of Directors—What is the business experience of the nominees and of our continuing board members and the basis for the conclusion that each such person should serve on our board?”, “Delinquent Section 16(a) Reports”, “Corporate Governance and Board Matters—Code of Ethics”, and “Corporate Governance and Board Matters—Committees of the Board—Audit Committee”, certain information required by Item 10 of Form 10-K and such information is incorporated herein by this reference.

The information appearing under the caption “Executive Officers of the Registrant” in Part I of this report also is incorporated herein by reference. Our Board of Directors has adopted a code of ethical conduct that applies to all of our directors, officers and employees, including our principal executive officer and our principal financial officer. This code of ethical conduct is available without charge to any person who requests it by writing to our corporate secretary. It also is available on our internet website (www.amcon.com) by clicking on “Business” then “Investor Relations” then “Corporate Governance Documents”. Any substantive amendment to, or waiver from, a provision of this code that applies to our principal executive officer or principal financial officer will be disclosed on our internet website and, if required by rules of the SEC or NYSE American, in the reports we file with the SEC.

​

ITEM 11.  EXECUTIVE COMPENSATION

The Registrant’s Proxy Statement will contain under the captions “Executive Compensation and Related Matters” and “Corporate Governance and Board Matters—Director Compensation” the information required by Item 11 of Form 10-K, and such information is incorporated herein by this reference. Rules of the Securities and Exchange Commission permit the Company to omit the disclosure contemplated by Item 407(e)(4) and (e)(5) relating to “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”, respectively, and this annual report does not include such disclosure.

​

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The Registrant’s Proxy Statement will contain under the captions “Ownership of Our Common Stock by Our Directors and Executive Officers and Other Principal Stockholders” and “Executive Compensation and Related Matters—Equity Compensation Plan Information” the information required by Item 12 of Form 10-K and such information is incorporated herein by this reference.

​

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Registrant’s Proxy Statement will contain under the captions “Certain Relationships and Related Party Transactions”, “Item 1: Election of Directors—What is the structure of our board and how often are directors elected?” and “Corporate Governance and Board Matters—Committees of the Board”, the information required by Item 13 of Form 10-K and such information is incorporated herein by this reference.

​

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Registrant’s Proxy Statement will contain under the caption “Independent Auditor Fees and Services”, the information required by Item 14 of Form 10-K and such information is incorporated herein by this reference.

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PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements, Financial Statement Schedules, and Exhibits

(1)	Financial Statements

The financial statements filed as part of this filing are listed on the index to Consolidated Financial Statements under Item 8.

(2)	Financial Statement Schedules

Not Applicable.

(3)

Exhibits

3.1	Restated Certificate of Incorporation of AMCON Distributing Company dated January 25, 2024 (incorporated by reference to Exhibit 3.1 of AMCON’s Current Report on Form 8-K filed on January 25, 2024)
3.2	Amended and Restated Bylaws of AMCON Distributing Company dated November 6, 2023 (incorporated by reference to Exhibit 3.2 of AMCON’s Annual Report on Form 10-K filed on November 8, 2023)
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of AMCON’s Registration Statement on Form S-1 (Registration No. 33-82848) filed on August 15, 1994)
4.2	Securities Purchase Agreement dated October 8, 2004 between AMCON Distributing Company and Spencer Street Investments, Inc. (incorporated by reference to Exhibit 4.5 of AMCON’s Annual Report on Form 10-K filed on January 7, 2005)
4.3	Description of Registrant’s Securities
10.1	Second Amended and Restated Loan and Security Agreement, date April 18, 2011, between AMCON Distributing Company and Bank of America, as agent (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on April 19, 2011)
10.2	Consent and First Amendment to Second Amended and Restated Credit Agreement dated May 27, 2011, between AMCON Distributing Company and Bank of America, (incorporated by reference to Exhibit 10.2 of AMCON’s Current Report on Form 8-K filed on May 31, 2011)
10.3	Second Amendment to Second Amended and Restated Loan and Security Agreement, dated July 16, 2013, between AMCON Distributing Company and Bank of America, (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on July 18, 2013)
10.4	Third Amendment to Second Amended and Restated Loan and Security Agreement, dated November 6, 2017, between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.16 of AMCON’s Annual Report on Form 10-K filed on November 8, 2017)
10.5	Fourth Amendment to Second Amended and Restated Loan and Security Agreement, dated March 20, 2020, between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.1 of AMCON’s Current Report on Form 8-K filed on March 24, 2020)
10.6	Fifth Amendment to Second Amended and Restated Loan and Security Agreement, dated December 22, 2020, between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.2 of AMCON’s Quarterly Report on Form 10-Q filed on January 19, 2021)
10.7	Sixth Amendment to Second Amended and Restated Loan and Security Agreement, dated December 21, 2021, between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on January 18, 2022)
10.8	Seventh Amendment to Second Amended and Restated Loan and Security Agreement, dated June 30, 2022, between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.1 of AMCON’s Current Report on Form 8-K filed on July 6, 2022)
10.9	Eighth Amendment to Second Amended and Restated Loan and Security Agreement, dated February 2, 2023, between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on April 18, 2023)

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10.10	Consent, Joinder and Ninth Amendment to Second Amended and Restated Loan and Security Agreement, dated February 9, 2024 between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on April 18, 2024)
10.11	Consent, Joinder and Tenth Amendment to Second Amended and Restated Loan and Security Agreement, dated April 5, 2024 between AMCON Distributing Company and Bank of America (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on July 18, 2024)
10.12	LIBOR Transition Amendment, dated June 30, 2022 (incorporated by reference to Exhibit 10.2 of AMCON’s Quarterly Report on Form 10-Q filed on July 18, 2022)
10.13	Credit Agreement dated March 27, 2020 between Team Sledd, LLC and First National Bank of Pennsylvania, as agent (incorporated by reference to Exhibit 10.3 of AMCON’s Quarterly Report on Form 10-Q filed on July 18, 2022)
10.14	First Amendment to Credit Agreement dated April 9, 2021 between Team Sledd, LLC and First National Bank of Pennsylvania (incorporated by reference to Exhibit 10.4 of AMCON’s Quarterly Report on Form 10-Q filed on July 18, 2022)
10.15	Second Amendment to Credit Agreement dated October 4, 2021 between Team Sledd, LLC and First National Bank of Pennsylvania (incorporated by reference to Exhibit 10.5 of AMCON’s Quarterly Report on Form 10-Q filed on July 18, 2022)
10.16	Third Amendment to Credit Agreement dated October 3, 2022 between Team Sledd, LLC and First National Bank of Pennsylvania (incorporated by reference to Exhibit 10.13 of AMCON’s Annual Report on Form 10-K filed on November 23, 2022)
10.17	Fourth Amendment to Credit Agreement dated April 27, 2023 between Team Sledd, LLC and First National Bank of Pennsylvania (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on July 18, 2023)
10.18	Asset Purchase Agreement dated December 7, 2022 (incorporated by reference to Exhibit 10.1 of AMCON’s Quarterly Report on Form 10-Q filed on January 18, 2023)
10.19	Loan and Security Agreement, dated February 3, 2023 between LOL Foods, Inc., HF Real Estate LLC and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.2 of AMCON’s Quarterly Report on Form 10-Q filed on April 18, 2023)
10.20	Master Loan and Security Agreement, dated February 1, 2023 between LOL Foods, Inc. and Banc of America Leasing & Capital, LLC (incorporated by reference to Exhibit 10.3 of AMCON’s Quarterly Report on Form 10-Q filed on April 18, 2023)
10.21	Asset Purchase Agreement, dated March 11, 2024, between AMCON Distributing Company and Burklund Distributors, Inc. (incorporated by reference to Exhibit 10.2 of AMCON’s Quarterly Report on Form 10-Q filed on April 18, 2024)
10.22	AMCON Distributing Company Profit Sharing Plan (incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-82848) filed on November 8, 1994)*
10.23	2014 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to AMCON’s Current Report on Form 8-K filed on December 22, 2014)*
10.24	Form of Restricted Stock Unit Award Agreement under the 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to AMCON’s Current Report on Form 8-K filed on December 22, 2014)*
10.25	Form of Restricted Stock Award Agreement under the 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to AMCON’s Quarterly Report on Form 10-Q filed on January 18, 2022)*
10.26	2018 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to AMCON’s Quarterly Report on Form 10-Q filed on January 18, 2019)*
10.27	Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to AMCON’s Quarterly Report on Form 10-Q filed on January 18, 2019)*
10.28	Form of Stock Option Award Agreement under the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of AMCON’s Quarterly Report on Form 10-Q filed on January 18, 2019)*
10.29	Form of Restricted Stock Award Agreement under the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to AMCON’s Quarterly Report on Form 10-Q filed on January 18, 2022)*

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10.30	2022 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 of AMCON’s Current Report on Form 8-K filed on January 20, 2022)*
10.31	Form of Restricted Stock Award Agreement under the 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.28 of AMCON’s Annual Report on Form 10-K filed on November 8, 2023)*
10.32	AMCON Distributing Company Executive Change in Control Severance Plan dated November 6, 2023 (incorporated by reference to Exhibit 10.29 of AMCON’s Annual Report on Form 10-K filed on November 8, 2023)*
10.33	Form of Indemnification Agreement dated November 6, 2023 (incorporated by reference to Exhibit 10.30 of AMCON’s Annual Report on Form 10-K filed on November 8, 2023)*
19.1	Insider Trading Policy
21.1	Subsidiaries of the Company
31.1	Certification by Christopher H. Atayan, Chief Executive Officer and Chairman, pursuant to section 302 of the Sarbanes-Oxley Act
31.2	Certification by Charles J. Schmaderer, Vice President, Chief Financial Officer and Secretary, pursuant to section 302 of the Sarbanes-Oxley Act
32.1	Certification by Christopher H. Atayan, Chief Executive Officer and Chairman, furnished pursuant to section 906 of the Sarbanes-Oxley Act
32.2	Certification by Charles J. Schmaderer, Vice President, Chief Financial Officer and Secretary, furnished pursuant to section 906 of the Sarbanes-Oxley Act
97.1	Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of AMCON’s Annual Report on Form 10-K filed on November 8, 2023)
101	Inline XBRL Interactive Data File (filed herewith electronically).
104	Cover Page Interactive Data File – formatted in Inline XBRL and included as Exhibit 101

*        Represents management contract or compensation plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​	​	​
November 8, 2024	AMCON DISTRIBUTING COMPANY (registrant)
​	​	​
​	​	​
​	By:	/s/ Christopher H. Atayan
​	​	Christopher H. Atayan
​	​	Chief Executive Officer and Chairman

​

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

November 8, 2024	/s/ Christopher H. Atayan
​	Christopher H. Atayan
​	Chief Executive Officer
​	Chairman of the Board and Director
​	(Principal Executive Officer)
​	​
November 8, 2024	/s/ Charles J. Schmaderer
​	Charles J. Schmaderer
​	Vice President, Chief Financial Officer and Secretary
​	(Principal Financial and Accounting Officer)
​	​
November 8, 2024	/s/ Andrew C. Plummer
​	Andrew C. Plummer
​	President, Chief Operating Officer and Director
​	​
November 8, 2024	/s/ Jeremy W. Hobbs
​	Jeremy W. Hobbs
​	Director
​	​
November 8, 2024	/s/ John R. Loyack
​	John R. Loyack
​	Director
​	​
November 8, 2024	/s/ Stanley Mayer
​	Stanley Mayer
​	Director
​	​
November 8, 2024	/s/ Timothy R. Pestotnik
​	Timothy R. Pestotnik
​	Director

​

​

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Exhibit 4.3

DESCRIPTION OF THE COMPANY'S SECURITIES REGISTERED PURSUANT TO

SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

The following is a brief description of the common stock, $0.01 par value per share, of AMCON Distributing Company (the "Company"), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.

General

The total number of shares of capital stock which the Company has authority to issue is 4,000,000 shares, consisting of 3,000,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock").

The following descriptions of the Company's Common Stock and Preferred Stock and of certain provisions of Delaware law do not purport to be complete and are subject to and qualified in their entirety by reference to the Company's (i) restated certificate of incorporation dated January 25, 2024 ("Certificate of Incorporation"), and (ii)  amended and restated by-laws dated November 6, 2023 ("Bylaws").  Copies of the Certificate of Incorporation and the Bylaws have been filed with the Securities and Exchange Commission (the "SEC") and are included among the exhibits to the Company's Annual Report on Form 10-K.

Preferred Stock

The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of shares of each such series and the qualifications, limitations and restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such series and as may be permitted by the General Corporation Law of the State of Delaware (the "DGCL").  Without limiting the foregoing, the authority of the Board of Directors with respect to each series includes (a) the designation of the series, which may be by distinguishing number, letter or title; (b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock certificate of designation) increase or decrease (but not below the number of shares thereof then outstanding); (c) whether dividends, if any, shall be cumulative or noncumulative and the dividend rate of the series; (d) the dates on which dividends, if any, shall be payable; (e) the redemption rights and price or prices, if any, for shares of the series; (f) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; (g) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company; (h) whether the shares of the series shall be convertible or exchangeable into shares of any other class or series, or any other security, of the Company or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (i) restrictions on the

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issuance of shares of the same series or of any other class or series; and (j) the voting rights, if any, of the holders of shares of the series.

Common Stock

Voting Rights. Except as otherwise provided in the Certificate of Incorporation (including any amendments to, restatements of or designations regarding any series or class of Preferred Stock) or by applicable law, only the holders of Common Stock shall be entitled to vote on each matter on which the stockholders of the Company shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder.  The holders of Common Stock are not entitled to cumulative voting rights with respect to the election of directors, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election.

Dividends. Subject to the preferences and other rights of any class or series of Preferred Stock then outstanding, the Board of Directors of the Company may cause dividends to be paid to the holders of shares of Common Stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend.  When and as dividends are declared, whether payable in cash, in property or in shares of stock of the Company, the holders of Common Stock shall be entitled to share equally, share for share, in such dividends.

Conversion and Preemptive Rights. Holders of shares of Common Stock have no conversion, preemptive or similar rights, and there is no redemption or sinking fund applicable to the Common Stock.

Fully Paid. The issued and outstanding shares of Common Stock are fully paid and non-assessable.  This means the full purchase price for the outstanding shares of Common Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

Liquidation Rights. Subject to the preferences and other rights of any class or series of Preferred Stock then outstanding, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of Common Stock shall be entitled, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Company available for distribution to its stockholders, subject to any rights of the holders of Preferred Stock that the Company may issue in the future.

Market and Transfer Agent.  The Common Stock trades on NYSE American under the trading symbol "DIT".  The transfer agent for the Common Stock is Computershare.

Provisions that May Have The Effect of Delaying, Deferring or Preventing a Change of Control of the Company

Some provisions in the Certificate of Incorporation and Bylaws, incorporated herein by reference, may have the effect of delaying, deferring or preventing a change of control of the Company.

The provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids.  These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Board.  The Company believes that the

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benefits of increased protection give it the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of them could result in an improvement of their terms.

Size of Board and Vacancies.  The Certificate of Incorporation and Bylaws together provide that the number of members of the Board of Directors shall be fixed from time to time by resolution of the Board of Directors. Newly created directorships resulting from any increase in the Company's authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by the majority vote of the Company's remaining directors in office, and any director so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director's successor shall have been duly elected or qualified.

Advance Notice Requirement.  The Certificate of Incorporation and Bylaws set forth advance notice procedures with regard to stockholder nomination of persons for election to the Board of Directors or other business to be considered at meetings of stockholders.  These procedures provide that notice of such stockholder proposals must be timely given in writing to the Secretary of the Company prior to the meeting at which the action is to be taken.  Generally, to be timely, notice must be delivered to the Secretary at the principal executive offices of the Company, in the case of an annual meeting of stockholders, not less than 35 days prior to the meeting and, in the case of a special meeting of stockholders, not later than the close of business on the tenth day following the day on which (i) notice of the date of the special meeting was mailed or (ii) public disclosure of the date of the special meeting was made, whichever occurs first.  The advance notice requirement does not give the Board of Directors any power to approve or disapprove stockholder director nominations or proposals but may have the effect of precluding the consideration of certain business at a meeting if the proper notice procedures are not followed.

Special Meetings of Stockholders.  Under the Bylaws, only the Board of Directors, pursuant to a resolution adopted by a majority of the total number of authorized directors, the Company's Chairman of the Board, the Company's Lead Director (if one is appointed), or the Company's President may call a special meeting of the stockholders.

Authorized Blank Check Preferred.  As more fully described under the heading "Preferred Stock" above, the Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of shares of each such series and the qualifications, limitations and restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such series and as may be permitted by the DGCL.  The authorization of the Company's undesignated Preferred Stock makes it possible for the Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of the Company.

No Stockholder Action by Written Consent.  Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with the DGCL, and may not be

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taken by written consent of stockholders without a meeting (except with regard to election, removal and filling of vacancies of directors by holders of Preferred Stock, voting separately, as and if so provided by the terms of the resolution or resolutions adopted by the Board of Directors).

Amendment of Certificate of Incorporation and Bylaws.  The Board of Directors is expressly authorized to adopt, repeal, alter or amend the Bylaws by the vote of a majority of the entire Board of Directors.  The stockholders of the Company may adopt, repeal, alter or amend most provisions of the Certificate of Incorporation, as well as any provision of the Bylaws, only with the affirmative vote of the holders of 75% or more of the combined voting power of the then outstanding stock of the Company entitled to vote generally in the election of directors, in addition to satisfying any requirements of law.  

Indemnification of Directors and Officers; Limitation of Liability

The Certificate of Incorporation and Bylaws provide that the Company shall indemnify its directors and officers and provide for the advancement to them of expenses in connection with actual or threatened proceedings and claims arising out of their status as such to the fullest extent permitted by the DGCL.  These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

The Certificate of Incorporation provides that no director or officer shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.  However, this does not eliminate or limit the liability of (i) a director or officer for any breach of the director's or officer's duty of loyalty to the Company or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) a director under Section 174 of the DGCL, (iv) a director or officer for any transaction from which the director or the officer derives an improper personal benefit, or (v) an officer in any action by or in the right of the Company.  If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

The Company has also entered into indemnification agreements with its directors and certain of its officers providing for procedures for indemnification by the Company to the fullest extent permitted by law and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from the respective director's or officer's service to the Company.

Delaware Takeover Statute

The Company is subject to the DGCL, including Section 203.  In general, Section 203 restricts the ability of a public Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder.  An "interested stockholder" includes any person or entity who in the last three years obtained 15% or more of any class or series of stock entitled to vote generally in the election of directors.  Generally, a "business combination" includes a merger,

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asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder.  However, the restriction does not apply if:

●

the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, with approval taking place prior to such business combination or transaction;

●

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the Company's voting stock outstanding at the time the transaction commenced, excluding certain shares;

●

the business combination is approved by the Board of Directors and by the affirmative vote of holders of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder, with approval taking place concurrently with or after the business combination.

Under certain circumstances, this provision may make it more difficult for a person who would be an "interested stockholder" to effect various business combinations with the Company for a three-year period.  This provision may encourage companies interested in acquiring the Company to negotiate in advance with the Board of Directors, because the stockholder approval requirement would be avoided if the Board of Directors were to approve either the business combination or the transaction that results in the stockholder becoming an interested stockholder.  These provisions also may have the effect of preventing changes in the Board of Directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interest.

Choice of Forum Provision

The Certificate of Incorporation provides that, unless the Company otherwise consents in writing, the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim for breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Company to the Corporation or its stockholders, including any claim alleging the aiding and abetting of such a breach of fiduciary duty; (iii) any action asserting a claim against the Company or any of its current or former directors, officers, employees, or agents arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against the Company or any of its current or former directors, officers, employees, or agents governed by the internal affairs doctrine of the State of Delaware.

The Certificate of Incorporation provides that, unless the Company otherwise consents in writing, the federal district courts of the United States of America shall be, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a claim arising under the Securities Act of 1933, as amended.

***

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Exhibit 19.1

​

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​

​

AMCON DISTRIBUTING COMPANY

​

Insider Trading Policy

for Officers, Directors and Certain Employees

​

as adopted by

the Board of Directors of

AMCON Distributing Company

on April 25, 2023

​

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INDEX

Page

I.INTRODUCTION‌1

II.UNDERSTANDING THE POLICY‌2

A.Purposes‌2

B.Important Definitions‌3

1."Material Information.".‌3

2."Nonpublic."‌4

3."Security.".‌4

4."Affiliate."‌4

5."Qualified Rule 10b5-1 Trading Plan.".‌4

6."Securities Watch Team" or "SWT.".‌6

C.Penalties and Sanctions‌6

III.COMPLYING WITH THE POLICY‌7

A.The Policy‌7

B.Do Not Trade While You Possess Inside Information‌9

C.Restrict Access to Inside Information‌9

D.Do Not Speculate In Securities‌9

E.Procedures‌10

IV.HANDLING NONPUBLIC INFORMATION‌11

A.Policy Statements‌11

B.Procedures‌11

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I.INTRODUCTION

This statement explains the policy of AMCON Distributing Company ("AMCON" or the "Company") against insider trading and explains how the directors, officers and certain employees of AMCON who, in the judgment of management, regularly come in contact with material, nonpublic information, as well as other insiders and their respective related and controlled persons described below ("Covered Persons"), are to comply with the AMCON Distributing Company Insider Trading Policy for Officers, Directors, and Certain Employees (this "Policy").  Because of the opportunity to profit from information obtained while serving as a Covered Person, this Policy continues to apply to any such persons for the period six months after they terminate their affiliation with the Company.  Similarly, because of the potential for abuse of trading through certain relatives or others over whom such persons have control, the term "Covered Persons" also includes relatives (such as your spouse and minor children) and other individuals who share the same home with such persons or persons under the control of the Covered Person or such other person.  In addition, pursuant to this Policy, the Company will comply with all applicable insider trading laws, rules, regulations and listing standards, including those governing its purchase, sale or other disposition of Company securities.

This Policy is designed to:

(i)promote awareness of the laws prohibiting trading of securities of any public company while in possession of material, nonpublic information regarding such company or communicating such information to others who may trade thereon;

(ii)prevent the occurrence of a situation which could violate confidentiality agreements with third parties, prejudice business relationships or damage the Company's reputation for integrity and ethical conduct;

(iii)prevent inadvertent violations of, and negate Company liability as a "Controlling Person" under, the Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA"); and

(iv)ensure that no disclosure of confidential information occurs, except pursuant to a coordinated public disclosure by proper corporate personnel.

Strict compliance with this Policy is expected of all Covered Persons and any infringement may result in sanctions, up to and including termination of employment by or other affiliation with the Company.

Without regard to this Policy, Covered Persons are individually responsible for complying with the federal securities laws, including ITSFEA, and will be personally liable for their own violations.

As a condition of employment with the Company, all Covered Persons must acknowledge in writing at the time they become employed that they have received, read, understood and agree to comply with this Policy. Accordingly, upon your receipt of this document, please study it carefully and complete, sign and date the Agreement attached hereto as Exhibit A.  Please return promptly the signed Agreement to the Chief Financial Officer of the Company.  You

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may periodically be asked to re-acknowledge your compliance with this Policy and procedures.  If you have any questions or concerns relating to this Policy, you should consult the Company's Chief Financial Officer at [phone].

II.UNDERSTANDING THE POLICY

A.Purposes

Covered Persons may, in the course of performing their duties, come into possession of information regarding the Company (and possibly other unaffiliated corporations) which is not generally available to the investing public.  The federal securities laws include provisions which address possible abuses which might arise from the relationship between a corporation and those individuals who know important things about the corporation which are not known to others.  Those laws are designed to protect investors in the public market from the potential advantage a corporate insider may have in trading in the corporation's stock through the use of such information.  Accordingly, those laws prohibit any person who, by virtue of his or her position or relationship to the Company, possesses material, nonpublic information concerning the Company from buying or selling securities of the Company (or certain derivative securities) or otherwise using the information to his or her advantage or passing it on directly or indirectly to others who engage in such transactions (such passing on of information is sometimes referred to below as "tipping").  Keep in mind that such violations may be viewed as occurring based on the mere fact that you possess material, nonpublic information without regard to whether your decision to trade was based on that information.

Violations of these laws can occur in certain circumstances with respect to trading on or tipping material, nonpublic information concerning unaffiliated companies with whom AMCON has a business relationship, such as our customers or suppliers.  In addition, we may also be pursuing, from time to time, possible purchases of businesses or assets or other forms of business combinations with other corporations and in the course of related discussions receive material, nonpublic information concerning those corporations.  Frequently, such discussions will be conducted pursuant to an agreement which will require the Company and its personnel to preserve the confidentiality of such information.  It is important to understand that all nonpublic information received from unaffiliated companies with whom the Company has current, ongoing or proposed business dealings or their affiliates is fully covered by this Policy even though its misuse might not constitute a violation of federal securities laws.  One of the important purposes of this Policy is to prevent damage to the Company's business relationships, to avoid violation of confidentiality agreements and to preserve the Company's reputation for integrity and ethical conduct.  The Company's goal is therefore to ensure that Covered Persons do not engage in conduct in this regard which would create the appearance of impropriety, regardless of whether it violates applicable law.

You should be aware that public investors must be afforded a reasonable waiting period after material, nonpublic information is made publicly available before Covered Persons who are in possession of such information (or have reason to know that the Company is in possession of such information) may purchase or sell securities (unless such purchase or sale is pursuant to a Qualified Rule 10b5-1 Trading Plan, as described below) or disclose such information (except to Company personnel, or authorized agents of the Company, on a need-to-know basis).  The purpose

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of this waiting period is to provide public investors time to receive the information, evaluate it, formulate plans to buy, sell or hold their securities, and convey their decision to their broker.  While the length of what is a reasonable waiting period may vary depending upon the relevant circumstances, this Policy has selected a conservative waiting period which will expire at the end of the second full trading day after the information in question was made publicly available.

You should also be aware that there may be a valid corporate purpose for withholding public disclosure of material, nonpublic information at certain times.  There may also be occasions where information concerning the Company is material but may not be ripe for public disclosure; for example, because of the risk that its premature release would be misleading without the opportunity to adequately verify it.  Despite the Company's legal right to withhold public disclosure in such circumstances, Covered Persons are prohibited by the federal securities laws and this Policy from trading on or tipping such information.  Another important purpose of the Policy is therefore to ensure that the scope and timing of public disclosure of such information will be determined in a coordinated and appropriate manner by the proper Company personnel.

B.Important Definitions

In order for Covered Persons to comply with the Policy, it is important that they understand the meaning and scope of the following terms:

1."Material Information."  Information is material for purposes of this Policy (i) if there is a substantial likelihood that an investor would consider the information to be important in deciding whether to buy, sell or hold a security, and (ii) there is a substantial likelihood that the information would be viewed by a reasonable investor as having significantly altered the "total mix" of information made available.  While not part of the judicially created test for determining materiality, courts frequently infer the materiality of information by examining whether disclosure of the information in question had a significant impact on the price of a security following its public dissemination.  Information can be material (a) whether it is positive or negative, (b) whether it was received from the Company or from a source which is not connected with the Company, (c) whether it affects the Company, or its business, condition (financial or otherwise), results of operations, assets, net worth or prospects (the foregoing are sometimes referred to as "inside information") or affects the market price of its securities (so-called "market information"), or (d) even though it would not alone determine an investor's decision.  It is important to bear in mind that information need not be a historical or certain fact to be material; data or events that are uncertain or contingent can be material depending upon a balancing of their magnitude and likelihood of occurrence.

Although it is not possible to list all of the types of information that may be "material," information concerning the following information or events should be presumed to be "material" for purposes of this Policy:  results of operations, especially annual or quarterly earnings; financial forecasts, especially estimates of revenues, expenses or earnings; changes in previously disclosed financial information; increases or decreases in dividends or the decision to declare dividends; declarations of stock splits and stock dividends; proposals or agreements relating to mergers or other acquisitions; proposed issuances of new securities; significant expansion or curtailment of operations; significant increases or decreases in business; significant increases or declines in backlog orders or the award or loss of a significant contract; significant

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new products to be introduced; unusual borrowings; major litigation or other possible contingent liabilities or obligations; financial liquidity problems; significant changes in management; and the purchase or sale of substantial assets.  This list is not exhaustive; other types of information may be material at any particular time, depending upon all the circumstances.

When in doubt, the information involved should be presumed to be "material."

2."Nonpublic."  In order for information to be considered to be "publicly available" or "made available to the public", and therefore no longer "nonpublic" for purposes of this Policy, it must have been released through appropriate public media in a manner designed to achieve a broad dissemination to the investing public generally and without favoring any special persons or group.  Accordingly, information should be considered to have been "made available to the public" or "publicly available" only if (i) it has been disclosed in an annual report on Form 10-K, a quarterly report on Form 10-Q or a current report on Form 8-K from the Company (or the corporation with whom the Company has dealings or purposes to deal, as the case may be) to its security holders, (ii) it has been included in a widely disseminated press release intended for and made available to the general public, or (iii) has been widely reported in the media.  Any information which does not meet these standards is considered "nonpublic" and any doubts in this regard should be resolved in favor of considering it to be "nonpublic."

3."Security."  The term "security" as used herein also includes any put, call, straddle, option, right or privilege with respect thereto or a group or index of securities including the security in question.  Such security and all such derivative securities or instruments are covered by this Policy without regard to whether any of them is traded on an exchange, in the over-the-counter market or is otherwise publicly traded in any recognized securities market.

4."Affiliate."  The term "affiliate" means that a person directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person in question.  "Control" for this purpose means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the person in question, whether through the ownership of voting securities, by contract or otherwise

5."Qualified Rule 10b5-1 Trading Plan."  In general, in order to qualify a contract, instruction or plan as a "Qualified Rule 10b5-1 Trading Plan" the following requirements must be satisfied:  (i) before becoming aware of material, nonpublic information, a person must (a) enter into a binding contract to purchase or sell the securities, (b) instruct another person to purchase or sell the securities for the instructing person's account, or (c) adopt a written plan for trading the securities, (ii) the contract, instruction, or plan must either (a) specify the amount of securities to be purchased or sold, the price at which, and date on which the securities are to be purchased or sold; (b) include a written formula or algorithm, or computer program, for determining amounts, prices, and dates; or (c) not permit such person to exercise any subsequent influence over how, when, or whether to effect purchases or sales and provide that no other person may exercise influence under the plan when aware of material, nonpublic information; (iii) the purchase or sale must occur pursuant to the Qualified Rule 10b5-1 Trading Plan with no deviation therefrom or alteration thereto; (iv) the trader may not enter into or alter a corresponding or hedging transaction or position with respect to the securities subject to the Qualified Rule 10b5-1 Trading Plan; and

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(v) the Qualified Rule 10b5-1 Trading Plan must be entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 and that the trader must act in good faith with respect to the Qualified Rule 10b5-1 Plan throughout the duration of the plan.

In order to be a Qualified Rule 10b5-1 Trading Plan for purposes of this Policy, it must also meet the following additional guidelines:

●

Covered Persons may not enter into, modify or terminate a Qualified Rule 10b5-1 Plan during a Blackout Period or otherwise while in the possession of material, nonpublic information.

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All Qualified Rule 10b5-1 Plans must have a duration of at least six months and no more than two years.

●

For Covered Persons who are officers and directors of the Company, no transaction may take place under a Qualified Rule 10b5-1 Plan until the later of (a) 90 days after adoption or modification (as specified in Rule 10b5-1) of the Qualified Rule 10b5-1 Plan or (b) two business days following the disclosure of the Company's financial results in a Form 10-Q or Form 10-K for the fiscal quarter (the Company's fourth fiscal quarter in the case of a Form 10-K) in which the Qualified Rule 10b5-1 Plan was adopted or modified (as specified in Rule 10b5-1). In any event, the cooling-off period is subject to a maximum of 120 days after adoption of the plan.

●

For Covered Persons other than officers and directors of the Company, no transaction may take place under a Qualified Rule 10b5-1 Plan until 30 days following the adoption or modification (as specified in Rule 10b5-1) of a Qualified Rule 10b5-1 Plan.

●

Subject to certain limited exceptions specified in Rule 10b5-1, a Covered Person may not enter into more than one Qualified Rule 10b5-1 Plan at the same time.

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Subject to certain limited exceptions specified in Rule 10b5-1, Covered Persons are limited to only one Qualified Rule 10b5-1 designed to effect an open market purchase or sale of the total amount of securities subject to the Qualified Rule 10b-1 Plan as a single transaction in any 12-month period.

●

Covered Persons must act in good faith with respect to a Qualified Rule 10b5-1 Plan. A Qualified Rule 10b5-1 Plan cannot be entered into as part of a plan or scheme to evade the prohibition of Rule 10b-5. Therefore, although modifications to an existing Qualified Rule 10b5-1 Plan are not prohibited, a Qualified Rule 10b5-1 Plan should be adopted with the intention that it will not be amended or terminated prior to its expiration.

●

Covered Persons who are officers and directors of the Company must include a representation to the Company at the time of adoption or modification of a Qualified Rule 10b5-1 Plan that (i) the person is not aware of material nonpublic information about the Company or Company Securities and (ii) the person is adopting the plan in good faith and not as part of plan or scheme to evade the prohibitions of Rule 10b-5.

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The Company and the Company's officers and directors must make certain disclosures in SEC filings concerning Rule 10b5-1 Plans. Officers and directors of the Company must undertake to provide any information requested by the Company regarding Qualified Rule 10b5-1 Plans for the purpose of providing the required disclosures or any other disclosures that the Company deems to be appropriate under the circumstances.

Each director, officer and other Section 16 insider understands that the approval or adoption of a pre-planned selling program in no way reduces or eliminates such person's obligations under Section 16 of the Securities Exchange Act of 1934, including such person's disclosure and short-swing trading liabilities thereunder. If any questions arise, such person should consult with their own counsel in implementing a Qualified Rule 10b5-1 Plan.

In order to be a Qualified Rule 10b5-1 Trading Plan for purposes of this Policy, it must be pre-approved in writing by a member of the Securities Watch Team or SWT in accordance with this Policy. Any change in a Qualified Rule 10b5-1 Trading Plan (including any cancellations of trades thereunder) is deemed to be the creation of a new Rule 10b5-1 trading plan that would require the trading person to have the changed plan approved in the same manner.  Any termination of a Qualified Rule 10b5-1 must also be approved in the same manner.

6."Securities Watch Team" or "SWT." The term "Securities Watch Team" or "SWT" means collectively, the Chief Executive Officer and the Chief Financial Officer of the Company, or any one of such officers so long as such officer is disinterested from the transaction in question.  

C.Penalties and Sanctions

A person who violates federal law by purchasing or selling a security while in possession of material, nonpublic information (unless such purchase or sale is pursuant to a Qualified Rule 10b5-1 Trading Plan, as described above) or who discloses material, nonpublic information to another who then purchases or sells a security is subject to significant civil penalties which may be sought by the U.S. Securities and Exchange Commission ("SEC") as a result of the violations.  In addition, such person is subject to criminal fines which may be sought by the U.S. Department of Justice and imprisonment, or both.

Additionally, persons who, at the time of the violation, directly or indirectly "controlled" the person who committed the violation are also liable.  Those who control the person who committed the violation are subject to significant civil penalties as a result of the controlled person's violation.  

The potential for such controlling person's liability is particularly important for the Company, because the Company (and possibly directors and certain officers of the Company) may be considered to "control" Company employees for this purpose.  One of the ways in which the Company may protect itself from such liability is to take appropriate steps to prevent such violations from occurring by means such as the adoption and implementation of this Policy.

It should also be noted that the civil and criminal penalties referred to above are not exclusive.  Investors who trade in Company securities contemporaneously with the unlawful trading or tipping can sue in federal court to recover damages.  Private litigants might also seek

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damages and recovery of their attorneys' fees pursuant to the Racketeer Influenced and Corrupt Organizations Act ("RICO").  When tipping occurs, both the "tipper" and the "tippee" may be held liable, and this liability may extend to all those to whom the tippee turns around and gives the information.

In view of the potential legal exposure faced by the Company, as well as the potential for significant damage to its business and public relations, the Company will insist upon strict compliance with this Policy.  Failure to comply with this Policy is serious misconduct and may result in significant sanctions, up to and including termination of employment by, or other affiliation with, the Company.

III.complying with the policy

For purposes of this Policy, transactions by a Covered Person shall include any purchase or sale of a security, directly or indirectly, (a) by or at the direction of a Covered Person, (b) by or at the direction of any relative who resides with the Covered Person, (c) by any person who is otherwise under the control of the Covered Person or such relative, whether it is for the benefit of the Covered Person or any other person, or (d) that is made by any such person at any time within six months after the cessation of the person's affiliation with the Company as an officer, director or employee theretofore covered by this Policy.

A.The Policy

AMCON prohibits any Covered Person who possesses (or has reason to know that AMCON possesses) material, nonpublic information concerning AMCON or any other corporation with which AMCON is dealing or proposes to deal (such as customers, supplies or acquisition candidates) from:

1.Buying or selling, either directly or indirectly, the securities of AMCON (other than pursuant to a Qualified Rule 10b5-1 Trading Plan, as described above) or any such other company, until at least two full trading days have elapsed following the authorized publication of such information and pre-clearance of the transaction has been received in accordance with Policy Statement 3 below.

2.Buying, selling, or otherwise transferring, either directly or indirectly, any securities of AMCON during a Blackout Period (other than pursuant to a Qualified Rule 10b5-1 Trading Plan, as described above).

A "Quarterly Blackout Period" is the period commencing on the 15^th day of the last month of each fiscal quarter and ending after the market closes on the second full trading day after the release of the results of operations for that quarter (and in the case of the last fiscal quarter of the year, its results of operations for the fiscal year then ended) to the public.  Thus, a Quarterly Blackout Period does not expire until the end of the second full trading day after the results of operations were released.

It should be noted that gifts, as well as purchases and sales, are prohibited during these Quarterly Blackout Periods.  The sole exception to this prohibition is the exercise of options by a Covered Person using cash to satisfy the exercise price (i.e., Covered Persons cannot use the

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value of the in-the-money options or shares to satisfy the exercise price during a Quarterly Blackout Period).  In addition, the subsequent sale of shares obtained through an option exercise during a Quarterly Blackout Period is prohibited.

The prohibition against trading during a Quarterly Blackout Period described above does not mean that trading during other time periods (referred to herein as the "Trading Window") is automatically permitted.  The other policies and procedures set forth in this Policy continue to govern trading on and disclosing nonpublic material during the Trading Window.  Accordingly, you are always prohibited from trading during the Quarterly Blackout Period (other than pursuant to a Qualified Rule 10b5-1 Trading Plan, as described above); and so long as you are aware of material, nonpublic information, you are also prohibited from trading on, or disclosing such information, during the Trading Window.

From time to time, other types of material, nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents or new product developments) may be pending and not be publicly disclosed. While such material, nonpublic information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company's securities (such special blackout periods, together with Quarterly Blackout Periods, are referred to herein as "Blackout Periods"). If the Company imposes a special blackout period, it will notify the Covered Persons affected.

3.Buying or selling, either directly or indirectly, any securities of the Company, without the prior approval in each instance of the Company's SWT, in accordance with the procedures set forth below.

Pre-clearance enables the SWT to determine whether circumstances exist which might subject such Covered Person to a charge of trading on the basis of possession of material, nonpublic information.  Covered Persons must realize that, as a condition of their employment or affiliation with the Company, the Company retains the right to prohibit trading in its securities by Covered Persons for any reason.  Covered Persons must also realize that the Company's clearance of a particular transaction in its securities does not in any way alleviate the Covered Person's obligation under the law and this Policy to refrain from effecting transactions if the Covered Person in fact possesses material, nonpublic information about the Company.

4.Communicating such material, nonpublic information, either directly or indirectly, to any person, except to AMCON personnel or authorized agents of AMCON who need to know such information to fulfill their responsibilities to AMCON.

Covered Persons desiring to advise a person with regard to publicly traded securities shall adhere to the procedures set forth below as if such Covered Person were personally intending to make a securities transaction.

5.Engaging in any short sale of any securities of AMCON or any other corporation with which AMCON is dealing or proposing to deal, or engaging in any other transactions in securities of AMCON or such other corporation that are speculative in nature.

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6.Recommending, or otherwise advising, that any person should purchase or sell securities of AMCON, or such other corporation.

Should any Covered Person become aware that any other Covered Person is violating, or is about to violate, this Policy, such violation or incipient violation must be reported immediately to the SWT.

B.Do Not Trade While You Possess Inside Information

Ask yourself the following questions before trading in securities of AMCON when you believe you may have inside information, and before trading in the securities of another company with which AMCON is dealing or proposing to deal, when you believe you may have inside information about such company obtained as a result of your relationship with AMCON:

1.Is the information material?  Is this information that an investor would consider important in making his or her investment decisions?  Is this information that could affect the market price of the securities if generally disclosed?

2.Is the information nonpublic?  Has it failed to reach the marketplace through effective communication?

3.Has a waiting period of less than two full trading days elapsed after authorized public disclosure of such information?

If your answer is "yes" to any of these questions, you must not trade in the securities of AMCON or of the other company as long as you possess such information unless it becomes public or is no longer considered material, the prescribed waiting period has expired, and the SWT has pre-approved the transaction.

C.Restrict Access to Inside Information

Inside information about AMCON is proprietary to AMCON.  You must not disclose inside information about AMCON, or any other company with which AMCON is dealing or is proposing to deal, to others who do not need to know it for legitimate business reasons of AMCON.  You must also take care that the inside information is secure.  For example, you should restrict access to physical and computer files containing such information.

To avoid even the appearance of impropriety, you should at all times refrain from providing advice or making recommendations regarding the purchase or sale of the securities of AMCON or any other company with which AMCON is dealing or proposing to deal.  If you communicate inside information that someone else uses to trade illegally in the securities of AMCON, or any other company with which AMCON is dealing or proposing to deal, legal penalties may apply whether or not you personally derive any benefit from the illegal trading.

D.Do Not Speculate In Securities

As noted above, you must not engage in transactions in AMCON securities that are speculative in nature.  These transactions include, but are not limited to, (i) "short sales" (selling

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borrowed securities which the seller hopes can be purchased at a lower price in the future), (ii) "short sales against the box" (selling owned, but not delivered, securities), (iii) "put" and "call" options (publicly available rights to sell or buy securities within a certain period of time at a specified price), including writing covered calls, (iv) taking out margin loans against stock options, (v) hedging or any other type of derivative or speculative arrangement that has a similar economic effect without the full risk or benefit of ownership, and (vi) transacting in the securities of any entity with which AMCON is discussing significant business matters

E.Procedures

The purpose of the SWT is to implement the following procedures:

●

Covered Persons must seek approval of the SWT prior to consummating any transaction with respect to AMCON's Securities (Policy Statement 3).

Covered Persons also must seek prior approval in connection with transactions in the Company's securities by relatives who live with the Covered Person or persons under the control of the Covered Person or such other person.  This Policy also requires advance approval of prearranged trading plans, such as Qualified Rule 10b5-1 Trading Plans or employee benefit plans and related transactions. Approval should be sought by contacting (by telephone or otherwise) the SWT and inquiring as to whether transactions in the Company's securities are permissible at that time.  The SWT will verbally respond to such inquiry as soon as possible.  If approval is granted, it shall be considered automatically revoked 48 hours following such approval or earlier if the inquiring Covered Person is so notified by the SWT.  Please be aware that even if the SWT clears your transaction, the ultimate responsibility for complying with this Policy is yours.

●

Covered Persons may seek approval of a Qualified Rule 10b5-1 Trading Plan.

A Qualified Rule 10b5-1 Trading Plan provides an affirmative defense against liability for trading in the Company's securities while the trading person was aware of material, nonpublic information if the purchase or sale in question occurred pursuant to a binding contract, trading instruction, or written plan that came into existence before the trading person became aware of material, nonpublic information and satisfied the other requirements set forth in the definition of a Qualified Rule 10b5-1 Trading Plan.

●

Upon becoming aware of any material, nonpublic information, written or otherwise, relating to the Company, Covered Persons shall verbally notify the SWT of the existence and substance of such information.

Any questionable situation regarding the materiality of information should be resolved in favor of notifying the SWT of the information.

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●

The SWT shall maintain a "Watch Log" for purposes of recording those periods of time during which transactions by Covered Persons with respect to the Company's securities are prohibited.

Routinely, transactions by Covered Persons shall be prohibited during Quarterly Blackout Periods (Policy Statement 2).  Other events may result in additional Blackout Periods during which transactions are prohibited.  All information contained in or relating to the Watch Log shall be deemed confidential for use in connection with enforcing these procedures and otherwise protecting the Company from liability.

The foregoing policy statements and procedures do not apply to the purchase, sales, redemption of shares of, or investments in, or withdrawals from, mutual funds or money market funds which trade in the Company's securities, nor do they apply to trust accounts for the benefit of a Covered Person, provided such Covered Person has no discretion with respect to the investment decisions of the trust.  They also do not apply to sales made under a validly adopted Qualified Rule 10b5-1 Trading Plan.

IV.HANDLING NONPUBLIC INFORMATION

A.Policy Statements

1.All material information regarding the Company shall be publicly disclosed in a prompt and timely manner by designated corporate personnel following approval in each instance by the Company's Chief Executive Officer or Chief Financial Officer, unless it is determined in good faith that a legitimate corporate purpose is served by temporary nondisclosure or that such information is not ripe for public disclosure.

2.Covered Persons shall not disclose nonpublic information regarding the Company or any of its suppliers, customers, affiliates or other corporations with which the Company is dealing or proposes to deal, except to Company personnel, or authorized agents of the Company, on a need-to-know basis.

3.Covered Persons are strictly prohibited from disseminating or otherwise using nonpublic information acquired in the course of their affiliation with the Company for their direct or indirect personal benefit, gain or profit.

B.Procedures

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Upon becoming aware of any material, nonpublic information, written or otherwise, relating to the Company, Covered Persons shall verbally notify the SWT of the existence and substance of such information.

The SWT shall evaluate such information to determine its materiality and whether, when and how such information is to be disclosed.

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Covered Persons shall only discuss nonpublic information relating to the Company with Company personnel, or authorized agents of the Company, who need to know such information to fulfill their responsibilities to the Company.

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Covered Persons shall not discuss nonpublic information relating to the Company with friends, relatives or acquaintances or in public places such as elevators, restaurants or social gatherings.

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Covered Persons shall refer all inquiries from non-employees, including securities analysts, stock brokers, investment advisors, securities regulators and the media, regarding the securities, the business operations or the financial condition of the Company or its suppliers, customers, affiliates or other corporations with which the Company is dealing or proposes to deal, to the Company's Chief Executive Officer or Chief Financial Officer.

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Management employees shall be responsible for evaluating the content of written documents and, to the extent reasonably possible and in accordance with sound business judgment, do the following:

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Restrict access to any written documents (e.g., by maintaining them in locked file cabinets or in secure locations) which, in the opinion of such management employees, contain sensitive information which might be deemed material, nonpublic information ("Confidential Documents") to Company personnel, or authorized agents of the Company, who need to know such information to fulfill their responsibilities to the Company;

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Restrict access to Confidential Documents contained in the Company's computer system or systems, by passwords or other blocking techniques, to Company personnel, or authorized agents of the Company, who need to know such information to fulfill their responsibilities to the Company;

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Advise and supervise non-management employees with access to Confidential Documents as to the proper handling (e.g., marking documents as "confidential," utilizing sign-out sheets and creating limited and numbered copies) of such documents under the circumstances presented; and

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Exercise care in disposing of Confidential Documents (e.g., by shredding such documents).

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INSIDER TRADING POLICY ACKNOWLEDGEMENT

In consideration of the compensation I am to receive as an employee, officer or director of AMCON Distributing Company (the "Company"), and as a condition to my employment by or affiliation with, or continued employment by or affiliation with, the Company, but without limitation on the Company's right to terminate my employment or affiliation at any time, I hereby represent and warrant to, and agree with, the Company as follows:

1.I acknowledge receipt of the AMCON Distributing Company Insider Trading Policy for Officers, Directors and Certain Employees (the "Policy").

2.I have read and understand the Policy.

3.I represent and warrant that I have had ample opportunity to ask any questions concerning the meaning or application of the Policy which I desired and have received satisfactory answers to all such questions.

4.I agree to comply with all of the policies, procedures and other provisions in the Policy for so long as I am subject to the Policy.  

5.I have acted in compliance with the Policy since the date of my last certification, if any.

6.  I understand that a violation of the Policy will result in severe disciplinary action, including the possible termination of my employment with the Company.

7.I further understand that, in addition to such disciplinary action, the Company may sue to recover any losses, claims, damages, expenses (including reasonable attorneys' fees) or liabilities, joint or several, to which the Company or any officer, director, controlling person, employee or agent of the Company may become subject under the Securities Exchange Act of 1934, applicable state securities laws or any other statute, common law or otherwise that arises out of or is based upon a failure to comply with the terms of the Policy.

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Date: ​ ​​ ​​ ​​ ​​ ​​ ​​ ​

Signature of Employee or Director

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[Please print or type name below signature]

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EXHIBIT 21.1

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SUBSIDIARIES OF THE COMPANY (1)

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​			​	​			​	​
Names		State of Incorporation or Organization				D/B/A (if applicable)
The Healthy Edge, Inc	​	Arizona			​	​
Chamberlin Natural Foods, Inc.	​	Florida			​	Chamberlin’s Natural Foods
Health Food Associates, Inc.	​	Oklahoma			​	Akin’s Natural Foods
Hawaiian Natural Water Co., Inc	​	Delaware			​	​
The Beverage Group, Inc.	​	Delaware			​	​
Idaho Water 2009, Inc. (Formerly Trinity Springs, Inc.)	​	Delaware			​	​
AMCON Acquisition Corporation	​	Delaware			​	​
AMCON Bismarck Land Co.	​	Delaware			​	​
EOM Acquisition Corp.	​	Delaware			​	Earth Origins Market
Westchase Real Estate LLC	​	Florida			​	​
Charles Way LLC	​	Missouri			​	​
Peoria Land Company, LLC	​	Illinois			​	​
Colorado City Land Company, LLC	​	Colorado			​	​
LOL Foods, Inc.	​	Nebraska			​	Henry’s Foods, Inc.
HF Real Estate, LLC	​	Minnesota			​	​
Team Sledd, LLC (2)	​	Delaware			​	​

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(1)

Each of the named subsidiaries is not necessarily a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X.

(2)

The Company owns a 76% interest in Team Sledd, LLC

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EXHIBIT 31.1

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CERTIFICATION

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I, Christopher H. Atayan, certify that:

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1. I have reviewed this Annual Report on Form 10-K of AMCON Distributing Company;

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

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

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

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a.

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

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b.

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

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c.

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

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d.

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

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

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a.

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

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b.

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

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Date: November 8, 2024	/s/ Christopher H. Atayan
​	Christopher H. Atayan,
​	Chief Executive Officer and Chairman

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EXHIBIT 31.2

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CERTIFICATION

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I, Charles J. Schmaderer, certify that:

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1. I have reviewed this Annual Report on Form 10-K of AMCON Distributing Company;

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

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

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

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a.

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

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b.

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

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c.

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

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d.

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

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

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a.

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

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b.

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

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8	​
Date: November 8, 2024	/s/ Charles J. Schmaderer
​	Charles J. Schmaderer, Vice President, Chief Financial Officer and Secretary
​	​

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EXHIBIT 32.1

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CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

​

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

​

In connection with the accompanying Annual Report on Form 10-K (the “Report”) of AMCON Distributing Company (the “Company”) for the fiscal year ended September 30, 2024, I, Christopher H. Atayan, Chief Executive Officer and Principal Executive Officer of the Company, have executed this certification for furnishing to the Securities and Exchange Commission. I hereby certify that:

​

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

​

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

​

8	​
Date: November 8, 2024	/s/ Christopher H. Atayan
​	Title: Chief Executive Officer and Chairman

​

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

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EXHIBIT 32.2

​

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

​

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

​

In connection with the accompanying Annual Report on Form 10-K (the “Report”) of AMCON Distributing Company (the “Company”) for the fiscal year ended September 30, 2024, I, Charles J. Schmaderer, Vice President, Chief Financial Officer and Secretary of the Company, have executed this certification for furnishing to the Securities and Exchange Commission. I hereby certify that:

​

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

​

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

​

8	​
Date: November 8, 2024	/s/ Charles J. Schmaderer
​	Title: Vice President, Chief Financial Officer and Secretary

​

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

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Document and Entity Information - USD ($)	12 Months Ended
	Sep. 30, 2024	Nov. 06, 2024	Mar. 31, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	1-15589
Entity Registrant Name	AMCON DISTRIBUTING CO
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0702918
Entity Address, Address Line One	7405 Irvington Road
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68122
City Area Code	402
Local Phone Number	331-3727
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	DIT
Security Exchange Name	NYSEAMER
Entity 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
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 28,141,512
Entity Common Stock, Shares Outstanding		645,462
Entity Central Index Key	0000928465
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	RSM US LLP
Auditor Location	Omaha, Nebraska
Auditor Firm ID	49

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Current assets:
Cash	$ 672,788	$ 790,931
Accounts receivable, less allowance for credit losses of $2.3 million at September 2024 and $2.4 million at September 2023	70,653,907	70,878,420
Inventories, net	144,254,843	158,582,816
Income taxes receivable	718,645	1,854,484
Prepaid expenses and other current assets	12,765,088	13,564,056
Total current assets	229,065,271	245,670,707
Property and equipment, net	106,049,061	80,607,451
Operating lease right-of-use assets, net	25,514,731	23,173,287
Goodwill	5,778,325	5,778,325
Other intangible assets, net	4,747,234	5,284,935
Other assets	2,952,688	2,914,495
Total assets	374,107,310	363,429,200
Current liabilities:
Accounts payable	54,498,225	43,099,326
Accrued expenses	15,802,727	14,922,279
Accrued wages, salaries and bonuses	8,989,355	8,886,529
Current operating lease liabilities	7,036,751	6,063,048
Current maturities of long-term debt	5,202,443	1,955,065
Current mandatorily redeemable non-controlling interest	1,703,604	1,703,604
Total current liabilities	93,233,105	76,629,851
Credit facilities	121,272,004	140,437,989
Deferred income tax liability, net	4,374,316	4,917,960
Long-term operating lease liabilities	18,770,001	17,408,758
Long-term debt, less current maturities	16,562,908	11,675,439
Mandatorily redeemable non-controlling interest, less current portion	6,507,896	7,787,227
Other long-term liabilities	1,657,295	402,882
Shareholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized
Common stock, $.01 par value, 3,000,000 shares authorized, 630,362 shares outstanding at September 2024 and 608,689 shares outstanding at September 2023	9,648	9,431
Additional paid-in capital	34,439,735	30,585,388
Retained earnings	108,552,565	104,846,438
Treasury stock at cost	(31,272,163)	(31,272,163)
Total shareholders' equity	111,729,785	104,169,094
Total liabilities and shareholders' equity	$ 374,107,310	$ 363,429,200

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts	$ 2.3	$ 2.4
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)	630,362	608,689

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
Sales (including excise taxes of $569.5 million and $564.6 million, respectively)	$ 2,710,981,108	$ 2,539,994,999
Cost of sales	2,528,626,652	2,369,150,102
Gross profit	182,354,456	170,844,897
Selling, general and administrative expenses	154,878,763	137,301,668
Depreciation and amortization	9,495,179	7,576,646
Total operating expenses	164,373,942	144,878,314
Operating income	17,980,514	25,966,583
Other expense (income):
Interest expense	10,413,228	8,550,431
Change in fair value of mandatorily redeemable non-controlling interest	1,040,968	1,307,599
Other (income), net	(936,171)	(1,193,840)
Total other expenses (income)	10,518,025	8,664,190
Income (loss) from operations before income taxes	7,462,489	17,302,393
Income tax expense	3,126,000	5,706,000
Net income available to common shareholders	$ 4,336,489	$ 11,596,393
Basic earnings per share available to common shareholders	$ 7.24	$ 19.85
Diluted earnings per share available to common shareholders	$ 7.15	$ 19.46
Basic weighted average shares outstanding	599,020	584,148
Diluted weighted average shares outstanding	606,782	595,850
Dividends paid per common share	$ 1.00	$ 5.72

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
Sales, excise taxes	$ 569.5	$ 564.6

Condensed Consolidated Unaudited Statements of Shareholders Equity - USD ($)	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Total
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
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 issuance of stock in connection with equity-based awards	$ 263		3,682,187		$ 3,682,450
Compensation expense and issuance of stock in connection with equity-based awards (in shares)	26,263
Repurchase of common stock (in shares)		(2,363)			(2,363)
Repurchase of common stock		$ (404,876)			$ (404,876)
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)
Increase (Decrease) in Stockholders' Equity
Dividends on common stock				(630,362)	$ (630,362)
Compensation expense and issuance of stock in connection with equity-based awards	$ 217		3,854,347		$ 3,854,564
Compensation expense and issuance of stock in connection with equity-based awards (in shares)	21,673
Repurchase of common stock (in shares)					0
Net income available to common shareholders				4,336,489	$ 4,336,489
Balance at Sep. 30, 2024	$ 9,648	$ (31,272,163)	$ 34,439,735	$ 108,552,565	$ 111,729,785
Balance (in shares) at Sep. 30, 2024	964,945				630,362
Balance (in shares) at Sep. 30, 2024		(334,583)

Condensed Consolidated Unaudited Statements of Shareholders Equity (Parenthetical) - $ / shares	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Condensed Consolidated Unaudited Statements of Shareholders Equity
Dividends on common stock	$ 1.00	$ 5.72

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available to common shareholders	$ 4,336,489	$ 11,596,393
Adjustments to reconcile net income available to common shareholders to net cash flows from (used in) operating activities:
Depreciation	8,957,478	7,161,468
Amortization	537,701	415,178
(Gain) loss on sales of property and equipment	(177,467)	(133,659)
Equity-based compensation	2,489,781	2,717,370
Deferred income taxes	(543,644)	2,589,372
Provision for credit losses	(64,705)	(133,924)
Inventory allowance	62,349	(138,820)
Change in fair value of contingent consideration	(124,992)
Change in fair value of mandatorily redeemable non-controlling interest	1,040,968	1,307,599
Changes in assets and liabilities, net of effects of business combinations:
Accounts receivable	5,900,380	(138,956)
Inventories	29,003,285	(7,728,394)
Prepaid and other current assets	2,227,044	(679,229)
Other assets	(38,193)	(163,340)
Accounts payable	11,397,485	2,213,085
Accrued expenses and accrued wages, salaries and bonuses	1,221,322	1,574,050
Other long-term liabilities	511,231	298,914
Income taxes payable and receivable	1,135,839	(1,034,889)
Net cash flows from (used in) operating activities	67,872,351	19,722,218
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(20,429,805)	(11,561,347)
Proceeds from sales of property and equipment	416,546	151,808
Net cash flows from (used in) investing activities	(42,108,695)	(66,274,842)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities	2,517,192,464	2,512,309,723
Repayments under revolving credit facilities	(2,536,358,449)	(2,463,134,172)
Proceeds from borrowings on long-term debt		7,000,000
Principal payments on long-term debt	(3,765,153)	(2,349,065)
Repurchase of common stock		(404,876)
Dividends on common stock	(630,362)	(3,534,308)
Redemption and distributions to non-controlling interest	(2,320,299)	(2,975,323)
Net cash flows from (used in) financing activities	(25,881,799)	46,911,979
Net change in cash	(118,143)	359,355
Cash, beginning of period	790,931	431,576
Cash, end of period	672,788	790,931
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	9,985,313	8,311,375
Cash paid during the period for income taxes, net of refunds	2,520,127	4,141,370
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	1,016,948	1,015,534
Purchase of property financed with promissory note	8,000,000
Portion of Burklund acquisition financed with promissory note (See Note 2)	3,900,000
Portion of Burklund acquisition financed with contingent consideration (See Note 2)	1,578,444
Issuance of common stock in connection with the vesting of equity-based awards	1,296,372	2,044,805
Burklund Distributors, Inc
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition	(15,464,397)
Richmond Master Distributors, Inc
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition	$ (6,631,039)
Henry's
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition		$ (54,865,303)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	12 Months Ended
	Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Company Operations: AMCON Distributing Company and Subsidiaries (“AMCON” or “the Company”) serves customers in 33 states and is primarily engaged in the wholesale distribution of consumer products in the Central, Rocky Mountain, Great Lakes, Mid-South and Mid-Atlantic regions of the United States. AMCON’s wholesale distribution business which includes our Team Sledd, LLC (“Team Sledd”) and Henry’s Foods, Inc. (“Henry’s) subsidiaries (“Wholesale Segment”), operates 13 distribution centers that sell over 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 15 retail health food stores as Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market (“Retail Segment”). 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% of the Company’s consolidated revenue during both fiscal 2024 and fiscal 2023, and 18% and 19% of the Company’s consolidated gross profit during fiscal 2024 and fiscal 2023, respectively. (b) Accounting Period: The Company’s fiscal year ends on September 30th, except for one non-wholly owned subsidiary whose fiscal year ends on the last Friday of September, and the fiscal years ended September 30, 2024 and September 30, 2023 have been included herein. (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 since February 2023 and its non-wholly-owned equity investment in 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 2024 and September 2023 totaled approximately $3.9 million and $3.3 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 primarily consists of customer trade receivables arising in the ordinary course of business and other receivables primarily related to various rebate and promotional incentives with the Company’s suppliers. These receivables are recorded net of an allowance for expected credit losses. The Company evaluates the expected uncollectibility of accounts receivable based on a combination of factors, including but not limited to, past collection history, customer credit terms, industry, regulatory and economic conditions, and any customer specific risks, including credit concentration risks. The Company determines the past due status of trade receivables based on our payment terms with each customer. If the Company becomes aware of a specific customer’s inability to meet its financial obligations, such as bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company may record a specific reserve for expected credit losses to reduce the related receivable to the amount it reasonably believes is collectible. Account balances are charged off against the allowance for credit losses when collection efforts have been exhausted and 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 2024 and September 2023, receivables from transactions with customers, less allowance for expected credit losses were $68.1 million and $69.4 million, respectively. (f) Inventories: At September 2024 and September 2023, inventories in our Wholesale Segment consisted of finished goods and are stated at the lower of cost or net realizable value, utilizing FIFO and average cost methods. Inventories in our Retail Segment consisted of finished goods and are stated at the lower of cost or market using the retail method. The wholesale distribution and retail health food segment inventories consist of finished products purchased in bulk quantities to be redistributed to the Company’s customers or sold at retail. Finished goods included total reserves of approximately $1.2 million at both September 2024 and September 2023. 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 2024      September 2023 Prepaid expenses ​ $ 5.5 ​ $ 4.3 Prepaid inventory ​   7.3 ​   9.3 ​ ​ $ 12.8 ​ $ 13.6 ​ 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 ​ 2 - 20 Furniture, fixtures and leasehold improvements ​ 1 - 12 Vehicles ​ 1 - 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.  There was no impairment of any property and equipment during either fiscal 2024 or 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 whereby a reporting unit’s carrying value is compared to its fair value and impairment charges are recognized for an amount by which a reporting unit’s carrying amount exceeds its fair value. 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. (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. See Note 13 “Business Segments” for the disaggregation of net sales for each of our business segments. (m) Insurance: The Company’s insurance for employee-related health care benefits, workers’ compensation, and general liability is provided through high-deductible or self-insured programs. The Company accrues for employee-related health care costs utilizing a claims reserve methodology and prepays insurance carriers for all workers’ compensation and general liability coverage as part of its insurance program. The Company accrues for employee-related health care claims based upon a reserve analysis for claims incurred, but not reported, utilizing 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. The Company has issued letters of credit to insurance carriers as part of its loss control program totaling $2.4 million and $0.5 million as of September 2024 and September 2023, respectively. (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 represents 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 (“ASC 825”) as it believes this best represents the potential future liability and cash flows. The Company calculates the estimated fair value of the MRNCI based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the MRNCI as a component of other expense (income) in the Consolidated Statements of Operations. The Company estimates the probability and timing of future redemptions and earnings of Team Sledd based on management’s knowledge and assumptions of certain events as of each reporting date, including the timing of any future redemptions and an appropriate discount rate. The MRNCI is classified as Level 3 because of the Company’s reliance on unobservable assumptions. ​ (w) Contingent Consideration: ​ Contingent consideration recorded on the Company’s consolidated balance sheets represents the fair value of a portion of the consideration paid in the acquisition of Burklund Distributors, Inc. (“Burklund”) (see Note 2). In accordance with Financial Accounting Standards Board (“FASB”) ASC 805 – Business Combinations (“ASC 805”), the Company recorded the contingent consideration at fair value as of the acquisition date and re-measures the liability at each reporting period. The Company calculates the estimated fair value of the contingent consideration based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the contingent consideration in selling, general and administrative expenses in the consolidated statements of operations. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheets. At each reporting date, the Company reviews certain inputs, including sales thresholds and an appropriate discount rate, based on management’s knowledge and assumptions of certain events. The contingent consideration liability is classified as Level 3 because of the Company’s reliance on unobservable assumptions. ​ (x) Business Combinations: ​ The acquisition method of accounting for business combinations under ASC 805 requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination). ​ (y) Accounting Pronouncements: Accounting Pronouncements Adopted ​ In June 2016, the 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 requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. The Company adopted ASU 2016-13 on October 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company’s consolidated financial statements. ​ Recent Accounting Pronouncements ​ In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation. This guidance is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for the Company), and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements. ​ In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This guidance is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

ACQUISITIONS	12 Months Ended
	Sep. 30, 2024
ACQUISITIONS
ACQUISITIONS	2. ACQUISITIONS ​ Burklund Distributors, Inc. ​ On April 5, 2024, the Company acquired substantially all of the net operating assets of Burklund, a wholesale distributor to convenience stores operating in Illinois, Missouri, Indiana and Iowa, for approximately $20.9 million, consisting of $15.4 million in cash, a $3.9 million promissory note payable in quarterly installments over five years at an annual rate of 5.75%, and additional contingent consideration with an acquisition date fair value of $1.6 million. Pursuant to the transaction, contingent consideration of up to $3.0 million in cash could be payable in two installments on the one-year and two-year anniversaries of the acquisition date based on certain sales thresholds. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the condensed consolidated balance sheets and are re-measured to fair value at each reporting period. The periodic change in fair value is recorded in selling, general and administrative expenses on the condensed consolidated statements of operations. In addition, the Company also assumed certain operating liabilities totaling approximately $0.3 million. The cash portion of 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. The acquisition of Burklund aligns with the Company’s long-term growth strategy by expanding its regional footprint and will provide customers with an enhanced range of products and services over time. ​ Richmond Master Distributors, Inc. ​ On June 21, 2024, the Company acquired substantially all of the net operating assets of Richmond Master, a wholesale distributor to convenience stores operating in Illinois, Indiana and Michigan, for approximately $6.6 million in cash. In connection with the transaction, the Company assumed certain operating liabilities totaling approximately $0.6 million, including approximately $0.5 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. The acquisition of Richmond Master provides access to new markets and improved service capability for accounts in our existing service area. ​ For the two transactions described above, the Company paid consideration in the forms of cash, debt and contingent consideration for the net acquired assets and their related values as of the respective acquisition dates, measured in accordance with ASC 805. In valuing any potential identifiable intangible assets, the Company estimated the fair value using a 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 dates included, but were not limited to, sales growth, gross profit estimates, economic and industry conditions, working capital requirements and various other operational considerations. As a result of the valuation process, no value was assigned to any identifiable intangible assets and no value was assigned to goodwill in either transaction. Burklund and Richmond Master will both be reported as part of the Company’s Wholesale Segment. ​ The consideration paid for each transaction is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond ​ ​ ​ ​ ​ ​ Burklund ​ ​ Master ​ ​ Total Cash ​ $ 15,464,397 ​ $ 6,631,039 ​ $ 22,095,436 Note payable ​ ​ 3,900,000 ​ ​ — ​ ​ 3,900,000 Contingent consideration at fair value ​ ​ 1,578,444 ​ ​ — ​ ​ 1,578,444 Total consideration ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880 ​ ​ The following purchase price allocations reflect the amounts of identifiable assets and liabilities assumed for each transaction: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond ​ ​ ​ ​ ​ ​ Burklund ​ ​ Master ​ ​ Total Accounts receivable ​ $ 3,338,217 ​ $ 2,272,945 ​ $ 5,611,162 Inventories ​ ​ 10,987,058 ​ ​ 3,750,603 ​ ​ 14,737,661 Prepaid and other assets ​ ​ 955,965 ​ ​ 472,111 ​ ​ 1,428,076 Property and equipment ​ ​ 5,956,948 ​ ​ 250,000 ​ ​ 6,206,948 Operating lease right-of use assets ​ ​ — ​ ​ 506,356 ​ ​ 506,356 Liabilities assumed ​ ​ (295,347) ​ ​ (620,976) ​ ​ (916,323) Total identifiable net assets ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total identifiable net assets ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880 Goodwill ​ ​ — ​ ​ — ​ ​ — Total consideration ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880 ​ Accounts receivable were recorded at their fair values representing the amounts we expect to collect, which also approximated the gross contractual values of such receivables at the respective acquisition dates. The transactions did not result in the acquisition of any identifiable intangible assets, nor did they result in any goodwill. ​ The following table sets forth the unaudited supplemental financial data for Burklund and Richmond Master from the respective acquisition dates through September 2024, which are included in the Company’s consolidated results for fiscal 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond ​ ​ ​ ​ ​ ​ Burklund ​ ​ Master ​ ​ Total Revenue ​ $ 73,396,615 ​ $ 25,194,245 ​ $ 98,590,860 Net income (loss) available to common shareholders ​ $ (496) ​ $ 61,544 ​ $ 61,048 ​ 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 ​ The following table presents unaudited supplemental pro forma financial information assuming the Company acquired Burklund, Richmond Master and Henry’s on October 1, 2022, in addition to holding a 76% interest in Team Sledd on October 1, 2022. 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 2024      For the year ended September 2023 Revenue ​ $ 2,854,752,348 ​ $ 2,892,363,498 Net income available to common shareholders ​ $ 3,823,775 ​ $ 12,435,254 ​ ​

EARNINGS PER SHARE	12 Months Ended
	Sep. 30, 2024
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 ​ ​ 2024      2023 ​      Basic ​ Basic Weighted average number of common shares outstanding   ​ 599,020   ​ 584,148 Net income available to common shareholders ​ $ 4,336,489 ​ $ 11,596,393 Net earnings per share available to common shareholders ​ $ 7.24 ​ $ 19.85 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For Fiscal Years ​ ​ 2024      2023 ​      Diluted ​ Diluted Weighted average number of common shares outstanding   ​ 599,020   ​ 584,148 Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)   ​ 7,762   ​ 11,702 Weighted average number of shares outstanding   ​ 606,782   ​ 595,850 Net income available to common shareholders ​ $ 4,336,489 ​ $ 11,596,393 Net earnings per share available to common shareholders ​ $ 7.15 ​ $ 19.46 ​ (1) Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive. ​ ​

PROPERTY AND EQUIPMENT, NET	12 Months Ended
	Sep. 30, 2024
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET	4. PROPERTY AND EQUIPMENT, NET: Property and equipment at September 2024 and September 2023 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023   Land and improvements ​ $ 5,619,034 ​ $ 4,292,142 ​ Buildings and improvements ​   67,813,750 ​   43,963,416 ​ Warehouse equipment ​   25,509,993 ​   23,894,049 ​ Furniture, fixtures and leasehold improvements ​   19,970,335 ​   16,869,932 ​ Vehicles ​   14,040,286 ​   12,962,265 ​ Construction in progress ​   20,905,740 ​   18,798,343 ​ ​ ​   153,859,138 ​   120,780,147 ​ Less accumulated depreciation: ​   (47,810,077) ​   (40,172,696) ​ Property and equipment, net ​ $ 106,049,061 ​ $ 80,607,451 ​ ​ During fiscal 2024 and fiscal 2023, respectively, the Company capitalized approximately $0.9 million and $0.8 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	12 Months Ended
	Sep. 30, 2024
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 2024      September 2023 Operating ​ Operating lease right-of-use assets ​ $ 25,514,731 ​ $ 23,173,287 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ Operating lease liabilities ​ $ 7,036,751 ​ $ 6,063,048 Non-current: ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ Long-term operating lease liabilities ​ ​ 18,770,001 ​ ​ 17,408,758 Total lease liabilities ​ ​ ​ $ 25,806,752 ​ $ 23,471,806 ​ The components of lease costs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​      Fiscal Year 2024      Fiscal Year 2023 Operating lease cost ​ $ 8,012,939 ​ $ 7,673,309 Short-term lease cost ​ ​ 372,387 ​ ​ 500,372 Variable lease cost ​ ​ 602,246 ​ ​ 467,164 Net lease cost ​ $ 8,987,572 ​ $ 8,640,845 ​ Maturities of lease liabilities as of September 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​         ​      Operating Leases 2025 ​ ​ ​ ​ $ 8,342,930 2026 ​ ​ ​ ​ ​ 6,847,341 2027 ​ ​ ​ ​ ​ 5,196,498 2028 ​ ​ ​ ​ ​ 3,455,810 2029 ​ ​ ​ ​ ​ 1,989,904 2030 and thereafter ​ ​ ​ ​ ​ 4,055,263 Total lease payments ​ ​ ​ ​ ​ 29,887,746 Less: interest ​ ​ ​ ​ ​ (4,080,994) Present value of lease liabilities ​ ​ ​ ​ $ 25,806,752 ​ Weighted-average remaining lease term and weighted-average discount rate information regarding the Company’s leases were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Term         September 2024      September 2023 Weighted-average remaining lease term (years): ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ 5.0 ​ ​ 5.2 ​ Discount Rate ​ ​ ​ ​ ​ ​ ​ Weighted-average discount rate: ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ 5.91 %   ​ 4.97 %   ​ Other information regarding the Company’s leases were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​      Fiscal Year 2024      Fiscal Year 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows used by operating leases ​ $ 7,997,795 ​ $ 7,642,556 Lease liabilities arising from obtaining new ROU assets: ​ ​ ​ ​ ​ ​ Operating leases ​ $ 8,547,877 ​ $ 5,541,096 ​

GOODWILL AND OTHER INTANGIBLE ASSETS	12 Months Ended
	Sep. 30, 2024
GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL AND OTHER INTANGIBLE ASSETS	6. GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill at September 2024 and September 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​      September      September ​ ​ 2024 ​ 2023 Balance, beginning of period ​ $ 5,778,325 ​ $ 5,277,950 Acquisition of Henry's ​   — ​   500,375 Balance, end of period ​ $ 5,778,325 ​ $ 5,778,325 ​ Other intangible assets at September 2024 and September 2023 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​      September      September ​ ​ 2024 ​ 2023 Customer lists (Wholesale Segment) (less accumulated amortization of $0.5 million at September 2024 and $0.2 million at September 2023) ​ $ 2,996,348 ​ $ 3,226,480 Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.2 million at September 2024 and $0.1 million at September 2023) ​ ​ 106,505 ​ ​ 199,503 Tradename (Wholesale Segment) (less accumulated amortization of $0.4 million at September 2024 and $0.1 million at September 2023) ​ ​ 1,144,381 ​ ​ 1,358,952 Trademarks and tradenames (Retail Segment) ​ ​ 500,000 ​ ​ 500,000 ​ ​ $ 4,747,234 ​ $ 5,284,935 ​ 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 at both September 2024 and September 2023. The Company determined that the estimated fair value of its wholesale reporting unit exceeded its carrying value at both September 2024 and September 2023. ​ At September 2024, identifiable intangible assets considered to have finite lives were represented by customer lists which are being amortized over 15 years, a non-competition agreement which is being amortized over three years, a non-competition agreement which is being amortized over five years, and a tradename in our Wholesale Segment that is being amortized over seven years. These intangible assets are evaluated for accelerated attrition or amortization adjustments if warranted. Amortization expense related to these assets was $0.5 million and $0.4 million during fiscal 2024 and fiscal 2023, respectively. ​ Estimated future amortization expense related to identifiable intangible assets with finite lives was as follows at September 2024: ​ ​ ​ ​ ​ ​ ​ September ​      2024 Fiscal 2025 ​ $ 506,869 Fiscal 2026 ​ ​ 463,703 Fiscal 2027 ​ ​ 463,703 Fiscal 2028 ​ ​ 451,043 Fiscal 2029 ​ ​ 444,703 Fiscal 2030 and thereafter ​ ​ 1,917,213 ​ ​ $ 4,247,234 ​

DEBT	12 Months Ended
	Sep. 30, 2024
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. At September 2024, 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 2024 was $212.4 million, of which $121.3 million was outstanding, leaving $91.1 million available. The average interest rate of the Facilities was 6.82% at September 2024. During fiscal 2024, the peak borrowings under the Facilities was $181.8 million, and the average borrowings and average availability under the Facilities was $134.5 million and $81.0 million, respectively. ​ ​ LONG-TERM DEBT In addition to the Facilities, the Company also had the following long-term obligations at September 2024 and September 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse ​ ​ 4,739,192 ​ ​ 5,174,188 Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse ​ ​ 1,746,606 ​ ​ 1,891,638 Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.58% at September 2023, collateralized by certain of Team Sledd's equipment ​ ​ — ​ ​ 288,237 Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $129,685 through February 2028, collateralized by certain of Henry's equipment ​   4,793,228 ​   6,276,441 Unsecured note payable, interest payable at a fixed rate of 5.50% with quarterly installments of principal and interest of $727,741 through February 2027 ​ ​ 6,756,024 ​ ​ — Unsecured note payable, interest payable at a fixed rate of 5.75% with quarterly installments of principal and interest of $225,761 through April 2029 ​ ​ 3,730,301 ​ ​ — ​ ​   21,765,351 ​   13,630,504 Less current maturities ​   (5,202,443) ​   (1,955,065) ​ ​ $ 16,562,908 ​ $ 11,675,439 ​ The aggregate minimum principal maturities of the long-term debt for each of the next five fiscal years are as follows: ​ ​ ​ ​ ​ Fiscal Year Ending      ​ ​ 2025 ​ $ 5,202,443 2026 ​ ​ 5,494,162 2027 ​ ​ 4,336,975 2028 ​   2,152,843 2029 ​ ​ 1,364,320 2030 and thereafter ​   3,214,608 ​ ​ $ 21,765,351 ​ 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 2024. ​ Cross Default and Co-Terminus Provisions ​ Team Sledd’s two notes payable and the Team Sledd Facility contain cross default provisions. The Henry’s note payable and the Henry’s Facility contain cross default provisions. There were no such cross defaults for either Team Sledd or Henry’s at September 2024. Additionally, the Team Sledd Facility and the Henry’s Facility are non-recourse to AMCON Distributing Company, are not guaranteed by AMCON Distributing Company and have no cross default provisions applicable to AMCON Distributing Company. The Company and its subsidiaries, including Team Sledd and Henry’s, were in compliance with all of the financial covenants under the respective Facilities at September 2024. ​ Other ​ The Company has issued letters of credit to its workers’ compensation insurance carriers as part of its self-insured loss control program totaling $2.4 million and $0.5 million as of September 2024 and September 2023, respectively.

INCOME TAXES	12 Months Ended
	Sep. 30, 2024
INCOME TAXES
INCOME TAXES	8. INCOME TAXES: ​ The components of income tax expense from operations for fiscal 2024 and fiscal 2023 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Current: Federal ​ $ 2,998,194 ​ $ 2,324,897 Current: State ​   671,450 ​   791,731 ​ ​   3,669,644 ​   3,116,628 Deferred: Federal ​   (461,826) ​   2,199,672 Deferred: State ​   (81,818) ​   389,700 ​ ​   (543,644) ​   2,589,372 Income tax expense ​ $ 3,126,000 ​ $ 5,706,000 ​ 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 2024 and fiscal 2023 on income from operations before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Tax at statutory rate ​ $ 1,567,122 ​ $ 3,633,503 Nondeductible business expenses ​   1,162,221 ​   1,313,864 State income taxes, net of federal tax benefit ​   472,853 ​   924,567 Tax attributable to non-controlling interest ​ ​ (203,757) ​ ​ (443,831) Other ​   127,561 ​   277,897 ​ ​ $ 3,126,000 ​ $ 5,706,000 ​ Temporary differences between the financial statement carrying balances and tax basis of assets and liabilities giving rise to net deferred tax assets (liabilities) at September 2024 and September 2023 relates to the following: ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Deferred tax assets: ​ ​ ​ ​ ​ ​ Allowance for expected credit losses ​ $ 252,263 ​ $ 253,252 Accrued expenses ​   — ​   273,313 Inventory ​   559,277 ​   533,723 Other ​   838,158 ​   618,256 Interest expense limitation ​ ​ 1,667,806 ​ ​ 753,451 Net operating loss carry forwards - state ​   697,013 ​   697,013 Total gross deferred tax assets ​   4,014,517 ​   3,129,008 Less: Valuation allowance ​   (697,013) ​   (697,013) Total net deferred tax assets ​ ​ 3,317,504 ​ ​ 2,431,995 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Trade discounts ​ ​ 554,066 ​ ​ 471,126 Operating lease, right-of-use assets ​ ​ 99,488 ​ ​ 97,468 Property and equipment ​   5,834,321 ​   5,725,493 Goodwill ​   921,799 ​   921,799 Accrued expenses ​ ​ 117,878 ​ ​ — Intangible assets ​   164,268 ​   134,069 Total deferred tax liabilities ​ ​ 7,691,820 ​ ​ 7,349,955 Total net deferred income tax liability ​ $ 4,374,316 ​ $ 4,917,960 ​ ​ The Company had a valuation allowance of approximately $0.7 million at both September 2024 and September 2023, 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 2024 or fiscal 2023, 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 2021 and forward remain open under U.S. and state statutes.

FAIR VALUE DISCLOSURES	12 Months Ended
	Sep. 30, 2024
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES	9. FAIR VALUE DISCLOSURES ​ 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 2024, Team Sledd redeemed certain membership interests from its non-controlling interest, which increased the Company’s ownership interest to approximately 76% as of September 2024. The Company owned approximately 64% of Team Sledd as of September 2023. 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 both September 2024 and 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 both September 2024 and 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 during each of fiscal years 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended September 30, ​ ​ 2024 ​ 2023 Fair value of MRNCI, beginning of period      $ 9,490,831      $ 11,158,555 Redemption of non-controlling interests ​ ​ (1,812,558) ​ ​ (1,812,558) Distributions to non-controlling interest ​ ​ (507,741) ​ ​ (1,162,765) Change in fair value ​ ​ 1,040,968 ​ ​ 1,307,599 Fair value of MRNCI, end of period ​ $ 8,211,500 ​ $ 9,490,831 Less current portion at fair value ​ ​ (1,703,604) ​ ​ (1,703,604) ​ ​ $ 6,507,896 ​ $ 7,787,227 ​ Contingent Consideration ​ As described in Note 2, a portion of the consideration paid in the acquisition of Burklund was in the form of contingent consideration of up to $3.0 million in cash that could be payable in two installments on the one-year and two-year anniversaries of the acquisition date, respectively, based on certain sales thresholds. In accordance with ASC 805, the Company recorded the contingent consideration at fair value as of the acquisition date and re-measures the liability at each reporting period. The Company calculates the estimated fair value of the contingent consideration based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the contingent consideration in selling, general and administrative expenses in the consolidated statements of operations. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheets. At each reporting date, the Company reviews certain inputs, including sales thresholds and an appropriate discount rate, based on management’s knowledge and assumptions of certain events. At September 2024, the difference between the estimated amount due under the contingent consideration arrangement and the fair value was approximately $0.2 million. The contingent consideration liability is classified as Level 3 because of the Company’s reliance on unobservable assumptions. ​ ​ The following table presents changes in the fair value of the contingent consideration: ​ ​ ​ ​ ​ Fair value of contingent consideration at acquisition      $ 1,578,444 Change in fair value ​ ​ (124,992) Fair value of contingent consideration as of September 2024 ​ $ 1,453,452 Less current portion at fair value ​ ​ (710,270) ​ ​ $ 743,182 ​

PROFIT SHARING PLANS	12 Months Ended
	Sep. 30, 2024
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 $2.0 million in fiscal 2024 and $1.6 million in fiscal 2023.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Sep. 30, 2024
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 health insurance, workers’ compensation, and general liability, was $1.5 million at September 2024 and $2.2 million at September 2023. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Beginning balance ​ $ 2.2 ​ $ 1.9 Charged to expense ​   11.8 ​   11.7 Payments ​   (12.5) ​   (11.4) Ending balance ​ $ 1.5 ​ $ 2.2 ​

EQUITY-BASED INCENTIVE AWARDS	12 Months Ended
	Sep. 30, 2024
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 2024, awards with respect to a total of 140,837 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plans and awards with respect to another 54,163 shares may be awarded under the Omnibus Plans. ​ Restricted Stock Units No restricted stock unit awards were issued during fiscal 2024 or fiscal 2023. At September 2024, the Company had no restricted stock unit awards outstanding. ​ The following summarizes restricted stock unit activity under the Omnibus Plans during fiscal 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ Weighted ​ ​ of ​ Average ​      Shares      Fair Value Nonvested restricted stock units at September 2023   6,834 ​ $ 206.00 Granted   — ​ ​ — Vested   (6,834) ​ ​ 195.99 Expired   — ​ ​ — Nonvested restricted stock units at September 2024   — ​ $ — ​ Restricted Stock Awards ​ At September 2024, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock awards to members of the Company’s management team pursuant to the provisions of the Company’s Omnibus Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      Restricted  Stock Awards (1)      Restricted  Stock Awards (2) ​ Restricted  Stock Awards (3) Date of award:   ​ October 2021   ​ October 2022 ​ ​ October 2023 Original number of awards issued:   ​ 15,100   ​ 15,100 ​ ​ 15,100 Service period:   ​ 36 months   ​ 36 months ​ ​ 36 months Estimated fair value of award at grant date: ​ $ 2,089,000 ​ $ 2,824,000 ​ ​ 2,762,000 Non-vested awards outstanding at September 2024: ​ ​ 5,034 ​ ​ 10,067 ​ ​ 15,100 Fair value of non-vested awards at September 2024 of approximately: ​ $ 730,000 ​ $ 1,459,000 ​ ​ 2,189,000 (1) 10,066 of the restricted stock awards were vested as of September 2024. The remaining 5,034 restricted stock awards will vest in October 2024. (2) 5,033 of the restricted stock awards were vested as of September 2024. 5,033 restricted stock awards will vest in October 2024 and 5,034 will vest in October 2025. (3) The 15,100 restricted stock awards will vest in equal amounts in October 2024, October 2025 and October 2026. 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 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ Weighted ​ ​ of ​ Average ​      Shares      Fair Value Nonvested restricted stock awards at September 2023   25,167 ​ $ 206.00 Granted   15,100 ​ ​ 182.89 Vested   (10,066) ​ ​ 189.87 Expired   — ​ ​ — Nonvested restricted stock awards at September 2024   30,201 ​ $ 144.95 ​ Income from operations before income taxes included compensation expense related to the amortization of the Company’s restricted stock awards of approximately $2.6 million during fiscal 2024 and $1.6 million during fiscal 2023. The tax benefit related to this compensation expense was approximately $0.7 million in fiscal 2024 and $0.4 million in fiscal 2023. At September 2024, total unamortized compensation expense related to restricted stock awards was approximately $2.8 million. This unamortized compensation expense is expected to be amortized over approximately the next 16 months.

BUSINESS SEGMENTS	12 Months Ended
	Sep. 30, 2024
BUSINESS SEGMENTS
BUSINESS SEGMENTS	13. BUSINESS SEGMENTS: The Company has two reportable business segments: the wholesale distribution of consumer products (the Wholesale Segment), and the retail sale of health and natural food products (the Retail Segment). The aggregation of the Company’s business operations into these business segments was based on a range of considerations including but not limited to the characteristics of each business, similarities in the nature and type of products sold, customer classes, methods used to sell the products and economic profiles. Included in the “Other” column are intercompany eliminations and assets held and charges incurred and income earned by our holding company. The segments are evaluated on revenues, gross margins, operating income (loss), and income (loss) from operations before taxes. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Wholesale ​ Retail ​ ​ ​ ​ ​      Segment      Segment      Other      Consolidated FISCAL YEAR ENDED 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cigarettes ​ $ 1,669,390,346 ​ $ — ​ $ — ​ $ 1,669,390,346 Tobacco ​ ​ 499,869,540 ​ ​ — ​ ​ — ​ ​ 499,869,540 Confectionery ​ ​ 174,952,982 ​ ​ — ​ ​ — ​ ​ 174,952,982 Health food ​ ​ — ​ ​ 42,494,231 ​ ​ — ​ ​ 42,494,231 Foodservice & other ​ ​ 324,274,009 ​ ​ — ​ ​ — ​ ​ 324,274,009 Total external revenue ​ ​ 2,668,486,877 ​ ​ 42,494,231 ​ ​ — ​ ​ 2,710,981,108 Depreciation ​ ​ 7,983,266 ​ ​ 974,212 ​ ​ — ​ ​ 8,957,478 Amortization ​ ​ 537,701 ​ ​ — ​ ​ — ​ ​ 537,701 Operating income (loss) ​ ​ 31,255,079 ​ ​ 112,831 ​ ​ (13,387,396) ​ ​ 17,980,514 Interest expense ​ ​ — ​ ​ — ​ ​ 10,413,228 ​ ​ 10,413,228 Income (loss) from operations before taxes ​ ​ 30,685,132 ​ ​ 745,893 ​ ​ (23,968,536) ​ ​ 7,462,489 Total assets ​ ​ 356,187,395 ​ ​ 16,713,578 ​ ​ 1,206,337 ​ ​ 374,107,310 Capital expenditures (1) ​ ​ 26,573,247 ​ ​ 1,857,972 ​ ​ — ​ ​ 28,431,219 ​ (1) Includes $10.0 million purchase of a distribution facility in Colorado City, Colorado. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​

TREASURY STOCK	12 Months Ended
	Sep. 30, 2024
TREASURY STOCK
TREASURY STOCK	14. TREASURY STOCK: The Company did not repurchase any shares of its common stock during fiscal 2024. The Company repurchased a total of 2,363 shares of its common stock during fiscal 2023 for cash totaling approximately $0.4 million. All repurchased shares were recorded in treasury stock at cost.

SUBSEQUENT EVENTS	12 Months Ended
	Sep. 30, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS: On October 22, 2024, 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 are subject to a three-year graded vesting schedule. ​ On October 24, 2024, the Company amended the Henry’s Facility, increasing its aggregate borrowing capacity from $40.0 million to $45.0 million and extending the maturity date to February 2028. ​

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 4,336,489	$ 11,596,393

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	12 Months Ended
	Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Company Operations	(a) Company Operations: AMCON Distributing Company and Subsidiaries (“AMCON” or “the Company”) serves customers in 33 states and is primarily engaged in the wholesale distribution of consumer products in the Central, Rocky Mountain, Great Lakes, Mid-South and Mid-Atlantic regions of the United States. AMCON’s wholesale distribution business which includes our Team Sledd, LLC (“Team Sledd”) and Henry’s Foods, Inc. (“Henry’s) subsidiaries (“Wholesale Segment”), operates 13 distribution centers that sell over 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 15 retail health food stores as Chamberlin’s Natural Foods, Akin’s Natural Foods, and Earth Origins Market (“Retail Segment”). 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% of the Company’s consolidated revenue during both fiscal 2024 and fiscal 2023, and 18% and 19% of the Company’s consolidated gross profit during fiscal 2024 and fiscal 2023, respectively.
Accounting Period	(b) Accounting Period: The Company’s fiscal year ends on September 30th, except for one non-wholly owned subsidiary whose fiscal year ends on the last Friday of September, and the fiscal years ended September 30, 2024 and September 30, 2023 have been included herein.
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 since February 2023 and its non-wholly-owned equity investment in 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 2024 and September 2023 totaled approximately $3.9 million and $3.3 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 primarily consists of customer trade receivables arising in the ordinary course of business and other receivables primarily related to various rebate and promotional incentives with the Company’s suppliers. These receivables are recorded net of an allowance for expected credit losses. The Company evaluates the expected uncollectibility of accounts receivable based on a combination of factors, including but not limited to, past collection history, customer credit terms, industry, regulatory and economic conditions, and any customer specific risks, including credit concentration risks. The Company determines the past due status of trade receivables based on our payment terms with each customer. If the Company becomes aware of a specific customer’s inability to meet its financial obligations, such as bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company may record a specific reserve for expected credit losses to reduce the related receivable to the amount it reasonably believes is collectible. Account balances are charged off against the allowance for credit losses when collection efforts have been exhausted and 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 2024 and September 2023, receivables from transactions with customers, less allowance for expected credit losses were $68.1 million and $69.4 million, respectively.
Inventories	(f) Inventories: At September 2024 and September 2023, inventories in our Wholesale Segment consisted of finished goods and are stated at the lower of cost or net realizable value, utilizing FIFO and average cost methods. Inventories in our Retail Segment consisted of finished goods and are stated at the lower of cost or market using the retail method. The wholesale distribution and retail health food segment inventories consist of finished products purchased in bulk quantities to be redistributed to the Company’s customers or sold at retail. Finished goods included total reserves of approximately $1.2 million at both September 2024 and September 2023. 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 2024      September 2023 Prepaid expenses ​ $ 5.5 ​ $ 4.3 Prepaid inventory ​   7.3 ​   9.3 ​ ​ $ 12.8 ​ $ 13.6 ​ 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 ​ 2 - 20 Furniture, fixtures and leasehold improvements ​ 1 - 12 Vehicles ​ 1 - 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.  There was no impairment of any property and equipment during either fiscal 2024 or 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 whereby a reporting unit’s carrying value is compared to its fair value and impairment charges are recognized for an amount by which a reporting unit’s carrying amount exceeds its fair value. 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.
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. See Note 13 “Business Segments” for the disaggregation of net sales for each of our business segments.
Insurance	(m) Insurance: The Company’s insurance for employee-related health care benefits, workers’ compensation, and general liability is provided through high-deductible or self-insured programs. The Company accrues for employee-related health care costs utilizing a claims reserve methodology and prepays insurance carriers for all workers’ compensation and general liability coverage as part of its insurance program. The Company accrues for employee-related health care claims based upon a reserve analysis for claims incurred, but not reported, utilizing 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. The Company has issued letters of credit to insurance carriers as part of its loss control program totaling $2.4 million and $0.5 million as of September 2024 and September 2023, respectively.
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 represents 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 (“ASC 825”) as it believes this best represents the potential future liability and cash flows. The Company calculates the estimated fair value of the MRNCI based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the MRNCI as a component of other expense (income) in the Consolidated Statements of Operations. The Company estimates the probability and timing of future redemptions and earnings of Team Sledd based on management’s knowledge and assumptions of certain events as of each reporting date, including the timing of any future redemptions and an appropriate discount rate. The MRNCI is classified as Level 3 because of the Company’s reliance on unobservable assumptions. ​ (w) Contingent Consideration: ​ Contingent consideration recorded on the Company’s consolidated balance sheets represents the fair value of a portion of the consideration paid in the acquisition of Burklund Distributors, Inc. (“Burklund”) (see Note 2). In accordance with Financial Accounting Standards Board (“FASB”) ASC 805 – Business Combinations (“ASC 805”), the Company recorded the contingent consideration at fair value as of the acquisition date and re-measures the liability at each reporting period. The Company calculates the estimated fair value of the contingent consideration based on a discounted cash flow valuation technique using the best information available at the reporting date, and records changes in the fair value of the contingent consideration in selling, general and administrative expenses in the consolidated statements of operations. The short-term and long-term portions of the contingent consideration are recorded in accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheets. At each reporting date, the Company reviews certain inputs, including sales thresholds and an appropriate discount rate, based on management’s knowledge and assumptions of certain events. The contingent consideration liability is classified as Level 3 because of the Company’s reliance on unobservable assumptions. ​
Business Combinations	(x) Business Combinations: ​ The acquisition method of accounting for business combinations under ASC 805 requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination).
ACCOUNTING PRONOUNCEMENTS	(y) Accounting Pronouncements: Accounting Pronouncements Adopted ​ In June 2016, the 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 requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. The Company adopted ASU 2016-13 on October 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company’s consolidated financial statements. ​ Recent Accounting Pronouncements ​ In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation. This guidance is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for the Company), and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements. ​ In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This guidance is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company is currently reviewing this ASU and its potential impact on our consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Summary of prepaid expenses and other current assets	A summary of prepaid expenses and other current assets is as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​      September 2024      September 2023 Prepaid expenses ​ $ 5.5 ​ $ 4.3 Prepaid inventory ​   7.3 ​   9.3 ​ ​ $ 12.8 ​ $ 13.6
Schedule of estimated useful lives of property and equipment	​ ​ ​ ​ ​ ​ ​      Years Land improvements ​ 9 - 15 Buildings and improvements ​ 5 - 40 Warehouse equipment ​ 2 - 20 Furniture, fixtures and leasehold improvements ​ 1 - 12 Vehicles ​ 1 - 10

ACQUISITIONS (Tables)	12 Months Ended
	Sep. 30, 2024
Business Acquisition [Line Items]
Schedule of consideration paid for each business acquisition transaction	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond ​ ​ ​ ​ ​ ​ Burklund ​ ​ Master ​ ​ Total Cash ​ $ 15,464,397 ​ $ 6,631,039 ​ $ 22,095,436 Note payable ​ ​ 3,900,000 ​ ​ — ​ ​ 3,900,000 Contingent consideration at fair value ​ ​ 1,578,444 ​ ​ — ​ ​ 1,578,444 Total consideration ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880
Schedule of identifiable assets and liabilities assumed	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond ​ ​ ​ ​ ​ ​ Burklund ​ ​ Master ​ ​ Total Accounts receivable ​ $ 3,338,217 ​ $ 2,272,945 ​ $ 5,611,162 Inventories ​ ​ 10,987,058 ​ ​ 3,750,603 ​ ​ 14,737,661 Prepaid and other assets ​ ​ 955,965 ​ ​ 472,111 ​ ​ 1,428,076 Property and equipment ​ ​ 5,956,948 ​ ​ 250,000 ​ ​ 6,206,948 Operating lease right-of use assets ​ ​ — ​ ​ 506,356 ​ ​ 506,356 Liabilities assumed ​ ​ (295,347) ​ ​ (620,976) ​ ​ (916,323) Total identifiable net assets ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total identifiable net assets ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880 Goodwill ​ ​ — ​ ​ — ​ ​ — Total consideration ​ $ 20,942,841 ​ $ 6,631,039 ​ $ 27,573,880
Schedule of unaudited supplemental financial data	The following table sets forth the unaudited supplemental financial data for Burklund and Richmond Master from the respective acquisition dates through September 2024, which are included in the Company’s consolidated results for fiscal 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond ​ ​ ​ ​ ​ ​ Burklund ​ ​ Master ​ ​ Total Revenue ​ $ 73,396,615 ​ $ 25,194,245 ​ $ 98,590,860 Net income (loss) available to common shareholders ​ $ (496) ​ $ 61,544 ​ $ 61,048
Schedule of unaudited supplemental pro forma information	​ ​ ​ ​ ​ ​ ​ ​ ​      For the year ended September 2024      For the year ended September 2023 Revenue ​ $ 2,854,752,348 ​ $ 2,892,363,498 Net income available to common shareholders ​ $ 3,823,775 ​ $ 12,435,254
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	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

EARNINGS PER SHARE (Tables)	12 Months Ended
	Sep. 30, 2024
EARNINGS PER SHARE
Schedule of net earnings per share available to common shareholders	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For Fiscal Years ​ ​ 2024      2023 ​      Basic ​ Basic Weighted average number of common shares outstanding   ​ 599,020   ​ 584,148 Net income available to common shareholders ​ $ 4,336,489 ​ $ 11,596,393 Net earnings per share available to common shareholders ​ $ 7.24 ​ $ 19.85 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For Fiscal Years ​ ​ 2024      2023 ​      Diluted ​ Diluted Weighted average number of common shares outstanding   ​ 599,020   ​ 584,148 Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock (1)   ​ 7,762   ​ 11,702 Weighted average number of shares outstanding   ​ 606,782   ​ 595,850 Net income available to common shareholders ​ $ 4,336,489 ​ $ 11,596,393 Net earnings per share available to common shareholders ​ $ 7.15 ​ $ 19.46 ​ (1) Diluted earnings per share calculation includes all equity-based awards deemed to be dilutive. ​

PROPERTY AND EQUIPMENT, NET (Tables)	12 Months Ended
	Sep. 30, 2024
PROPERTY AND EQUIPMENT, NET
Schedule of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023   Land and improvements ​ $ 5,619,034 ​ $ 4,292,142 ​ Buildings and improvements ​   67,813,750 ​   43,963,416 ​ Warehouse equipment ​   25,509,993 ​   23,894,049 ​ Furniture, fixtures and leasehold improvements ​   19,970,335 ​   16,869,932 ​ Vehicles ​   14,040,286 ​   12,962,265 ​ Construction in progress ​   20,905,740 ​   18,798,343 ​ ​ ​   153,859,138 ​   120,780,147 ​ Less accumulated depreciation: ​   (47,810,077) ​   (40,172,696) ​ Property and equipment, net ​ $ 106,049,061 ​ $ 80,607,451 ​

LEASES (Tables)	12 Months Ended
	Sep. 30, 2024
LEASES
Schedule of leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets      Classification      September 2024      September 2023 Operating ​ Operating lease right-of-use assets ​ $ 25,514,731 ​ $ 23,173,287 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ Operating lease liabilities ​ $ 7,036,751 ​ $ 6,063,048 Non-current: ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ Long-term operating lease liabilities ​ ​ 18,770,001 ​ ​ 17,408,758 Total lease liabilities ​ ​ ​ $ 25,806,752 ​ $ 23,471,806
Schedule of components of lease costs	​ ​ ​ ​ ​ ​ ​ ​ ​      Fiscal Year 2024      Fiscal Year 2023 Operating lease cost ​ $ 8,012,939 ​ $ 7,673,309 Short-term lease cost ​ ​ 372,387 ​ ​ 500,372 Variable lease cost ​ ​ 602,246 ​ ​ 467,164 Net lease cost ​ $ 8,987,572 ​ $ 8,640,845
Schedule of maturities of lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​         ​      Operating Leases 2025 ​ ​ ​ ​ $ 8,342,930 2026 ​ ​ ​ ​ ​ 6,847,341 2027 ​ ​ ​ ​ ​ 5,196,498 2028 ​ ​ ​ ​ ​ 3,455,810 2029 ​ ​ ​ ​ ​ 1,989,904 2030 and thereafter ​ ​ ​ ​ ​ 4,055,263 Total lease payments ​ ​ ​ ​ ​ 29,887,746 Less: interest ​ ​ ​ ​ ​ (4,080,994) Present value of lease liabilities ​ ​ ​ ​ $ 25,806,752
Schedule of weighted-average remaining lease term and weighted-average discount rate	​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Term         September 2024      September 2023 Weighted-average remaining lease term (years): ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ 5.0 ​ ​ 5.2 ​ Discount Rate ​ ​ ​ ​ ​ ​ ​ Weighted-average discount rate: ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ 5.91 %   ​ 4.97 %
Schedule of other information regarding the Company's leases	​ ​ ​ ​ ​ ​ ​ ​ ​      Fiscal Year 2024      Fiscal Year 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows used by operating leases ​ $ 7,997,795 ​ $ 7,642,556 Lease liabilities arising from obtaining new ROU assets: ​ ​ ​ ​ ​ ​ Operating leases ​ $ 8,547,877 ​ $ 5,541,096 ​

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	12 Months Ended
	Sep. 30, 2024
GOODWILL AND OTHER INTANGIBLE ASSETS
Schedule of goodwill	​ ​ ​ ​ ​ ​ ​ ​ ​      September      September ​ ​ 2024 ​ 2023 Balance, beginning of period ​ $ 5,778,325 ​ $ 5,277,950 Acquisition of Henry's ​   — ​   500,375 Balance, end of period ​ $ 5,778,325 ​ $ 5,778,325
Schedule of other intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​      September      September ​ ​ 2024 ​ 2023 Customer lists (Wholesale Segment) (less accumulated amortization of $0.5 million at September 2024 and $0.2 million at September 2023) ​ $ 2,996,348 ​ $ 3,226,480 Non-competition agreements (Wholesale Segment) (less accumulated amortization of $0.2 million at September 2024 and $0.1 million at September 2023) ​ ​ 106,505 ​ ​ 199,503 Tradename (Wholesale Segment) (less accumulated amortization of $0.4 million at September 2024 and $0.1 million at September 2023) ​ ​ 1,144,381 ​ ​ 1,358,952 Trademarks and tradenames (Retail Segment) ​ ​ 500,000 ​ ​ 500,000 ​ ​ $ 4,747,234 ​ $ 5,284,935
Schedule of estimated future amortization expense related to identifiable intangible assets with finite lives	​ ​ ​ ​ ​ ​ ​ September ​      2024 Fiscal 2025 ​ $ 506,869 Fiscal 2026 ​ ​ 463,703 Fiscal 2027 ​ ​ 463,703 Fiscal 2028 ​ ​ 451,043 Fiscal 2029 ​ ​ 444,703 Fiscal 2030 and thereafter ​ ​ 1,917,213 ​ ​ $ 4,247,234 ​

DEBT (Tables)	12 Months Ended
	Sep. 30, 2024
DEBT
Schedule of long-term obligations	​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Note payable, interest payable at a fixed rate of 4.10% with monthly installments of principal and interest of $53,361 through June 2033 with remaining principal due July 2033, collateralized by Team Sledd's principal office and warehouse ​ ​ 4,739,192 ​ ​ 5,174,188 Note payable, interest payable at a fixed rate of 3.25% with monthly installments of principal and interest of $17,016 through August 2034 with remaining principal due September 2034, collateralized by Team Sledd's principal office and warehouse ​ ​ 1,746,606 ​ ​ 1,891,638 Note payable with monthly installments of principal and interest of $7,934 through February 2025 with remaining principal due March 2025, and an effective variable rate of 7.58% at September 2023, collateralized by certain of Team Sledd's equipment ​ ​ — ​ ​ 288,237 Note payable, interest payable at a fixed rate of 6.04% with monthly installments of principal and interest of $129,685 through February 2028, collateralized by certain of Henry's equipment ​   4,793,228 ​   6,276,441 Unsecured note payable, interest payable at a fixed rate of 5.50% with quarterly installments of principal and interest of $727,741 through February 2027 ​ ​ 6,756,024 ​ ​ — Unsecured note payable, interest payable at a fixed rate of 5.75% with quarterly installments of principal and interest of $225,761 through April 2029 ​ ​ 3,730,301 ​ ​ — ​ ​   21,765,351 ​   13,630,504 Less current maturities ​   (5,202,443) ​   (1,955,065) ​ ​ $ 16,562,908 ​ $ 11,675,439
Schedule of minimum principal maturities of the long-term debt	​ ​ ​ ​ ​ Fiscal Year Ending      ​ ​ 2025 ​ $ 5,202,443 2026 ​ ​ 5,494,162 2027 ​ ​ 4,336,975 2028 ​   2,152,843 2029 ​ ​ 1,364,320 2030 and thereafter ​   3,214,608 ​ ​ $ 21,765,351

INCOME TAXES (Tables)	12 Months Ended
	Sep. 30, 2024
INCOME TAXES
Schedule of components of income tax expense from operations	​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Current: Federal ​ $ 2,998,194 ​ $ 2,324,897 Current: State ​   671,450 ​   791,731 ​ ​   3,669,644 ​   3,116,628 Deferred: Federal ​   (461,826) ​   2,199,672 Deferred: State ​   (81,818) ​   389,700 ​ ​   (543,644) ​   2,589,372 Income tax expense ​ $ 3,126,000 ​ $ 5,706,000
Schedule of difference between the income tax expense and that which would be calculated using the statutory income tax rate	​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Tax at statutory rate ​ $ 1,567,122 ​ $ 3,633,503 Nondeductible business expenses ​   1,162,221 ​   1,313,864 State income taxes, net of federal tax benefit ​   472,853 ​   924,567 Tax attributable to non-controlling interest ​ ​ (203,757) ​ ​ (443,831) Other ​   127,561 ​   277,897 ​ ​ $ 3,126,000 ​ $ 5,706,000
Schedule of temporary differences between the financial statement carrying balances and tax basis of assets and liabilities giving rise to a net deferred tax asset (liabilities)	​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Deferred tax assets: ​ ​ ​ ​ ​ ​ Allowance for expected credit losses ​ $ 252,263 ​ $ 253,252 Accrued expenses ​   — ​   273,313 Inventory ​   559,277 ​   533,723 Other ​   838,158 ​   618,256 Interest expense limitation ​ ​ 1,667,806 ​ ​ 753,451 Net operating loss carry forwards - state ​   697,013 ​   697,013 Total gross deferred tax assets ​   4,014,517 ​   3,129,008 Less: Valuation allowance ​   (697,013) ​   (697,013) Total net deferred tax assets ​ ​ 3,317,504 ​ ​ 2,431,995 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Trade discounts ​ ​ 554,066 ​ ​ 471,126 Operating lease, right-of-use assets ​ ​ 99,488 ​ ​ 97,468 Property and equipment ​   5,834,321 ​   5,725,493 Goodwill ​   921,799 ​   921,799 Accrued expenses ​ ​ 117,878 ​ ​ — Intangible assets ​   164,268 ​   134,069 Total deferred tax liabilities ​ ​ 7,691,820 ​ ​ 7,349,955 Total net deferred income tax liability ​ $ 4,374,316 ​ $ 4,917,960

FAIR VALUE DISCLOSURES (Tables)	12 Months Ended
	Sep. 30, 2024
FAIR VALUE DISCLOSURES
Schedule of mandatorily redeemable non-controlling interest	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended September 30, ​ ​ 2024 ​ 2023 Fair value of MRNCI, beginning of period      $ 9,490,831      $ 11,158,555 Redemption of non-controlling interests ​ ​ (1,812,558) ​ ​ (1,812,558) Distributions to non-controlling interest ​ ​ (507,741) ​ ​ (1,162,765) Change in fair value ​ ​ 1,040,968 ​ ​ 1,307,599 Fair value of MRNCI, end of period ​ $ 8,211,500 ​ $ 9,490,831 Less current portion at fair value ​ ​ (1,703,604) ​ ​ (1,703,604) ​ ​ $ 6,507,896 ​ $ 7,787,227
Schedule of changes in the fair value of the contingent consideration	​ ​ ​ ​ ​ Fair value of contingent consideration at acquisition      $ 1,578,444 Change in fair value ​ ​ (124,992) Fair value of contingent consideration as of September 2024 ​ $ 1,453,452 Less current portion at fair value ​ ​ (710,270) ​ ​ $ 743,182 ​

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Sep. 30, 2024
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): ​ ​ ​ ​ ​ ​ ​ ​ ​      2024      2023 Beginning balance ​ $ 2.2 ​ $ 1.9 Charged to expense ​   11.8 ​   11.7 Payments ​   (12.5) ​   (11.4) Ending balance ​ $ 1.5 ​ $ 2.2 ​

EQUITY-BASED INCENTIVE AWARDS (Tables)	12 Months Ended
	Sep. 30, 2024
EQUITY-BASED INCENTIVE AWARDS
Summary of restricted stock unit awards activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ Weighted ​ ​ of ​ Average ​      Shares      Fair Value Nonvested restricted stock units at September 2023   6,834 ​ $ 206.00 Granted   — ​ ​ — Vested   (6,834) ​ ​ 195.99 Expired   — ​ ​ — Nonvested restricted stock units at September 2024   — ​ $ —
Schedule of restricted stock awards	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      Restricted  Stock Awards (1)      Restricted  Stock Awards (2) ​ Restricted  Stock Awards (3) Date of award:   ​ October 2021   ​ October 2022 ​ ​ October 2023 Original number of awards issued:   ​ 15,100   ​ 15,100 ​ ​ 15,100 Service period:   ​ 36 months   ​ 36 months ​ ​ 36 months Estimated fair value of award at grant date: ​ $ 2,089,000 ​ $ 2,824,000 ​ ​ 2,762,000 Non-vested awards outstanding at September 2024: ​ ​ 5,034 ​ ​ 10,067 ​ ​ 15,100 Fair value of non-vested awards at September 2024 of approximately: ​ $ 730,000 ​ $ 1,459,000 ​ ​ 2,189,000 (1) 10,066 of the restricted stock awards were vested as of September 2024. The remaining 5,034 restricted stock awards will vest in October 2024. (2) 5,033 of the restricted stock awards were vested as of September 2024. 5,033 restricted stock awards will vest in October 2024 and 5,034 will vest in October 2025. (3) The 15,100 restricted stock awards will vest in equal amounts in October 2024, October 2025 and October 2026.
Summary of restricted stock awards activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ Weighted ​ ​ of ​ Average ​      Shares      Fair Value Nonvested restricted stock awards at September 2023   25,167 ​ $ 206.00 Granted   15,100 ​ ​ 182.89 Vested   (10,066) ​ ​ 189.87 Expired   — ​ ​ — Nonvested restricted stock awards at September 2024   30,201 ​ $ 144.95

BUSINESS SEGMENTS (Tables)	12 Months Ended
	Sep. 30, 2024
BUSINESS SEGMENTS
Schedule of segment information	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Wholesale ​ Retail ​ ​ ​ ​ ​      Segment      Segment      Other      Consolidated FISCAL YEAR ENDED 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cigarettes ​ $ 1,669,390,346 ​ $ — ​ $ — ​ $ 1,669,390,346 Tobacco ​ ​ 499,869,540 ​ ​ — ​ ​ — ​ ​ 499,869,540 Confectionery ​ ​ 174,952,982 ​ ​ — ​ ​ — ​ ​ 174,952,982 Health food ​ ​ — ​ ​ 42,494,231 ​ ​ — ​ ​ 42,494,231 Foodservice & other ​ ​ 324,274,009 ​ ​ — ​ ​ — ​ ​ 324,274,009 Total external revenue ​ ​ 2,668,486,877 ​ ​ 42,494,231 ​ ​ — ​ ​ 2,710,981,108 Depreciation ​ ​ 7,983,266 ​ ​ 974,212 ​ ​ — ​ ​ 8,957,478 Amortization ​ ​ 537,701 ​ ​ — ​ ​ — ​ ​ 537,701 Operating income (loss) ​ ​ 31,255,079 ​ ​ 112,831 ​ ​ (13,387,396) ​ ​ 17,980,514 Interest expense ​ ​ — ​ ​ — ​ ​ 10,413,228 ​ ​ 10,413,228 Income (loss) from operations before taxes ​ ​ 30,685,132 ​ ​ 745,893 ​ ​ (23,968,536) ​ ​ 7,462,489 Total assets ​ ​ 356,187,395 ​ ​ 16,713,578 ​ ​ 1,206,337 ​ ​ 374,107,310 Capital expenditures (1) ​ ​ 26,573,247 ​ ​ 1,857,972 ​ ​ — ​ ​ 28,431,219 ​ (1) Includes $10.0 million purchase of a distribution facility in Colorado City, Colorado. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details)	12 Months Ended
	Sep. 30, 2024 USD ($) item store state	Sep. 30, 2023 USD ($)
Number of states served | state	33
Accounts Receivable
Receivables from transactions with customers, less allowance for doubtful accounts	$ 68,100,000	$ 69,400,000
Inventories
Total reserves on finished goods	1,200,000	1,200,000
Prepaid Expenses and Other Current Assets
Prepaid expenses	5,500,000	4,300,000
Prepaid inventory	7,300,000	9,300,000
Prepaid expenses and other current assets	12,765,088	13,564,056
Accounts payable
Cash and Accounts Payable
Overdrafts	$ 3,900,000	$ 3,300,000
Cigarettes Product | Percentage of consolidated revenue | Product concentration risk
Concentration of cigarette sales	62.00%
Cigarettes Product | Percentage of consolidated gross profit | Product concentration risk
Concentration of cigarette sales	18.00%	19.00%
Wholesale Segment
Number of distribution centers | item	13
Number of products sold or distributed | item	20,000
Retail Segment
Number of operating health food retail stores | store	15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment to Accounting Pronouncements (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property and Equipment
Impairment of property and equipment	$ 0.0	$ 0.0
Revenue Recognition
Practical expedient, financing components	true
Insurance
Letter of credit issued for worker's compensation insurance carrier as part of the entity's self-insured loss control program	$ 2.4	0.5
Contract Costs
Practical expedient to expense as incurred any incremental costs to obtain and fulfill customer contracts	true
Facilities
Insurance
Line Of Credit Facility Financial Covenant Excess Capacity Availability Fall	$ 2.4	$ 0.5
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	2 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	1 year
Vehicles | Maximum
Property and Equipment
Estimated useful lives	10 years

ACQUISITIONS (Details)				12 Months Ended
	Jun. 21, 2024 USD ($)	Apr. 05, 2024 USD ($) installment	Feb. 03, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Total consideration and recognized amounts of identifiable assets acquired
Goodwill				$ 5,778,325	$ 5,778,325	$ 5,277,950
Burklund Distributors, Inc and Richmond Master Distributors, Inc
Total consideration and recognized amounts of identifiable assets acquired
Fair value				27,573,880
Payments in cash				22,095,436
Purchase consideration, promissory notes				3,900,000
Contingent consideration				1,578,444
Liabilities assumed				916,323
Other intangible assets	$ 0
Goodwill	0
Burklund Distributors, Inc.
Total consideration and recognized amounts of identifiable assets acquired
Fair value		$ 20,942,841
Payments in cash		15,464,397		15,464,397
Purchase consideration, promissory notes		$ 3,900,000
Promissory note, payment period		5 years
Promissory note, annual interest rate		5.75%
Contingent consideration		$ 1,578,444
Contingent consideration payable in cash		$ 3,000,000.0
Contingent consideration, number of installments | installment		2
Liabilities assumed		$ 295,347
Henry's
Total consideration and recognized amounts of identifiable assets acquired
Payments in cash			$ 54,900,000		$ 54,865,303
Liabilities assumed			1,157,976
Other intangible assets			3,607,000
Goodwill			$ 500,375
Richmond Master Distributors, Inc.
Total consideration and recognized amounts of identifiable assets acquired
Fair value	6,631,039
Payments in cash	6,631,039			$ 6,631,039
Liabilities assumed	620,976
Operating leases assumed	$ 500,000

ACQUISITIONS - Purchase consideration (Details) - USD ($)			12 Months Ended
	Jun. 21, 2024	Apr. 05, 2024	Sep. 30, 2024
Burklund Distributors, Inc and Richmond Master Distributors, Inc
Total consideration and recognized amounts of identifiable assets acquired
Payment to acquire			$ 22,095,436
Notes payable			3,900,000
Contingent consideration at fair value			1,578,444
Total fair value of consideration transferred			27,573,880
Burklund Distributors, Inc.
Total consideration and recognized amounts of identifiable assets acquired
Payment to acquire		$ 15,464,397	15,464,397
Payment to acquire		15,400,000
Notes payable		3,900,000
Contingent consideration at fair value		1,578,444
Total fair value of consideration transferred		$ 20,942,841
Richmond Master Distributors, Inc.
Total consideration and recognized amounts of identifiable assets acquired
Payment to acquire	$ 6,631,039		$ 6,631,039
Total fair value of consideration transferred	$ 6,631,039

ACQUISITIONS - Identifiable Assets and Liabilities and Goodwill (Details) - USD ($)	Feb. 03, 2023	Sep. 30, 2024	Jun. 21, 2024	Apr. 05, 2024	Sep. 30, 2023	Sep. 30, 2022
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value:
Goodwill		$ 5,778,325			$ 5,778,325	$ 5,277,950
Burklund Distributors, Inc and Richmond Master Distributors, Inc
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value:
Accounts receivable		5,611,162
Inventories		14,737,661
Prepaid and other assets		1,428,076
Property and equipment		6,206,948
Operating lease right-of use assets		506,356
Other intangible assets			$ 0
Liabilities assumed		(916,323)
Total identifiable net assets		27,573,880
Goodwill			0
Consideration transferred		$ 27,573,880
Burklund Distributors, Inc
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value:
Accounts receivable				$ 3,338,217
Inventories				10,987,058
Prepaid and other assets				955,965
Property and equipment				5,956,948
Liabilities assumed				(295,347)
Total identifiable net assets				20,942,841
Consideration transferred				$ 20,942,841
Richmond Master
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value:
Accounts receivable			2,272,945
Inventories			3,750,603
Prepaid and other assets			472,111
Property and equipment			250,000
Operating lease right-of use assets			506,356
Liabilities assumed			(620,976)
Total identifiable net assets			6,631,039
Consideration transferred			$ 6,631,039
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)
Operating leases	200,000
Total identifiable net assets	54,364,928
Goodwill	500,375
Consideration transferred	54,865,303
Henry's | Customer lists
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value:
Other intangible assets	$ 2,010,000
Useful Life (Years)	15 years
Henry's | Trade name
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value:
Other intangible assets	$ 1,502,000
Useful Life (Years)	7 years
Henry's | Non-competition agreements
Provisional (preliminary) amounts of identifiable assets and liabilities at fair value:
Other intangible assets	$ 95,000
Useful Life (Years)	5 years

ACQUISITIONS - Unaudited Supplemental Financial Data (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Burklund Distributors, Inc and Richmond Master Distributors, Inc
Business Acquisition [Line Items]
Revenue	$ 98,590,860
Net income available to common shareholders	61,048
Burklund
Business Acquisition [Line Items]
Revenue	73,396,615
Net income available to common shareholders	(496)
Richmond Master
Business Acquisition [Line Items]
Revenue	25,194,245
Net income available to common shareholders	$ 61,544
Henry's
Business Acquisition [Line Items]
Revenue		$ 220,636,797
Net income available to common shareholders		$ 2,448,853

ACQUISITIONS - Unaudited Supplemental Pro Forma Information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Oct. 01, 2022
Business Acquisition [Line Items]
Revenue	$ 2,854,752,348	$ 2,892,363,498
Net income available to common shareholders	$ 3,823,775	$ 12,435,254
Team Sledd
Business Acquisition [Line Items]
Controlling interest (as a percent)	76.00%	64.00%	76.00%

EARNINGS PER SHARE (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
EARNINGS PER SHARE
Weighted average number of common shares outstanding, Basic	599,020	584,148
Weighted average of net additional shares outstanding assuming dilutive options exercised and proceeds used to purchase treasury stock	7,762	11,702
Weighted average number of shares outstanding, Diluted	606,782	595,850
Net income available to common shareholders, Basic	$ 4,336,489	$ 11,596,393
Net income available to common shareholders, Diluted	$ 4,336,489	$ 11,596,393
Net earnings per share available to common shareholders, Basic (in dollars per share)	$ 7.24	$ 19.85
Net earnings per share available to common shareholders, Diluted (in dollars per share)	$ 7.15	$ 19.46

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 153,859,138	$ 120,780,147
Less accumulated depreciation:	(47,810,077)	(40,172,696)
Property and equipment, net	106,049,061	80,607,451
Interest costs capitalized	900,000	800,000
Land and improvements
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	5,619,034	4,292,142
Buildings and improvements
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	67,813,750	43,963,416
Warehouse equipment
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	25,509,993	23,894,049
Furniture, fixtures and leasehold improvements
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	19,970,335	16,869,932
Vehicles
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	14,040,286	12,962,265
Construction in progress
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 20,905,740	$ 18,798,343

LEASES (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
LEASES
Options to renew	true
Options to terminate	true
Operating lease right-of-use assets, net	$ 25,514,731	$ 23,173,287
Current operating lease liabilities	7,036,751	6,063,048
Non-current operating lease liabilities	18,770,001	17,408,758
Total lease liabilities	$ 25,806,752	$ 23,471,806

LEASES - Components of lease costs (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
LEASES
Operating lease cost	$ 8,012,939	$ 7,673,309
Short-term lease cost	372,387	500,372
Variable lease cost	602,246	467,164
Net lease cost	$ 8,987,572	$ 8,640,845

LEASES - Maturities of lease liabilities (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Operating Leases
2025	$ 8,342,930
2026	6,847,341
2027	5,196,498
2028	3,455,810
2029	1,989,904
2030 and thereafter	4,055,263
Total lease payments	29,887,746
Less: interest	(4,080,994)
Present value of lease liabilities	$ 25,806,752	$ 23,471,806

LEASES - Weighted-average remaining lease term and weighted-average discount rate (Details)	Sep. 30, 2024	Sep. 30, 2023
LEASES
Operating, weighted-average remaining lease term	5 years	5 years 2 months 12 days
Operating, weighted-average discount rate	5.91%	4.97%

LEASES - Other information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used by operating leases	$ 7,997,795	$ 7,642,556
Lease liabilities arising from obtaining new ROU assets:
Operating leases	$ 8,547,877	$ 5,541,096

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details)	12 Months Ended
	Sep. 30, 2023 USD ($)
GOODWILL AND OTHER INTANGIBLE ASSETS
Balance, beginning of period	$ 5,277,950
Acquisitions (See Note 2)	500,375
Balance, end of period	$ 5,778,325

GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Other intangible assets, net	$ 4,747,234	$ 5,284,935
Trademarks and tradenames | Retail Segment
Other intangible assets, net	500,000	500,000
Customer lists | Wholesale Segment
Other intangible assets, net	2,996,348	3,226,480
Accumulated amortization	500,000
Customer lists | Wholesale Segment | Maximum
Accumulated amortization		200,000
Non-competition agreements | Wholesale Segment
Other intangible assets, net	106,505	199,503
Accumulated amortization	200,000
Non-competition agreements | Wholesale Segment | Maximum
Accumulated amortization		100,000
Trade name | Wholesale Segment
Other intangible assets, net	1,144,381	1,358,952
Accumulated amortization	$ 400,000	$ 100,000

GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Goodwill	$ 5,778,325	$ 5,778,325	$ 5,277,950
Amortization expense related to finite-lived intangible assets	$ 500,000	400,000
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	$ 5,800,000
Wholesale Segment | Trade name
Amortization period (in years)	7 years

GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details)	Sep. 30, 2024 USD ($)
Estimated future amortization expense related to identifiable intangible assets with finite lives
Fiscal 2025	$ 506,869
Fiscal 2026	463,703
Fiscal 2027	463,703
Fiscal 2028	451,043
Fiscal 2029	444,703
Fiscal 2030 and thereafter	1,917,213
Total	$ 4,247,234

DEBT - Credit Facilities (Details) $ in Millions	12 Months Ended
	Sep. 30, 2024 USD ($) item
Revolving credit facility
Number of credit facility agreements | item	3
Cross default provisions	$ 0.0
Facilities
Revolving credit facility
Borrowing capacity	300.0
Maximum credit advances for certain inventory purchases under the facilities	30.0
Credit limit	212.4
Outstanding borrowings	121.3
Credit available	$ 91.1
Average interest rate	6.82%
Peak borrowings	$ 181.8
Average borrowings	134.5
Average availability	$ 81.0

DEBT - Long-Term Debt (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Long-term obligations
Long-term debt	$ 21,765,351	$ 13,630,504
Less current maturities	(5,202,443)	(1,955,065)
Long-term debt less current maturities	16,562,908	11,675,439
4.10% Note Payable
Long-term obligations
Long-term debt	$ 4,739,192	$ 5,174,188
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	$ 1,746,606	$ 1,891,638
Fixed interest rate (as a percent)	3.25%	3.25%
Periodic installments of principal and interest	$ 17,016	$ 17,016
6.04% Note Payable
Long-term obligations
Long-term debt	$ 4,793,228	$ 6,276,441
Fixed interest rate (as a percent)	6.04%	6.04%
Periodic installments of principal and interest	$ 129,685	$ 129,685
5.50% Unsecured Note Payable
Long-term obligations
Long-term debt	$ 6,756,024
Fixed interest rate (as a percent)	5.50%
Periodic installments of principal and interest	$ 727,741
5.75% Unsecured Note Payable
Long-term obligations
Long-term debt	$ 3,730,301
Fixed interest rate (as a percent)	5.75%
Periodic installments of principal and interest	$ 225,761
7.58% Notes Payable
Long-term obligations
Long-term debt		288,237
Periodic installments of principal and interest		$ 7,934
Variable rate		7.58%

DEBT - Cross Default and Co-Terminus Provisions and Other (Details) $ in Millions	12 Months Ended
	Sep. 30, 2024 USD ($) item	Sep. 30, 2023 USD ($)
DEBT
Letter of credit issued for worker's compensation insurance carrier as part of the entity's self-insured loss control program | $	$ 2.4	$ 0.5
Number of notes payable containing cross default provisions | item	2
Number of cross defaults | item	0
Cross default provisions | $	$ 0.0

DEBT - Aggregate Minimum Principal Maturities (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Minimum principal maturities
2025	$ 5,202,443
2026	5,494,162
2027	4,336,975
2028	2,152,843
2029	1,364,320
2030 and thereafter	3,214,608
Long-term debt	$ 21,765,351	$ 13,630,504

INCOME TAXES - Components of income Tax Expense (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Components of income tax expense from operations
Current: Federal	$ 2,998,194	$ 2,324,897
Current: State	671,450	791,731
Current income tax expense	3,669,644	3,116,628
Deferred: Federal	(461,826)	2,199,672
Deferred: State	(81,818)	389,700
Deferred income tax expense	(543,644)	2,589,372
Income tax expense	$ 3,126,000	$ 5,706,000

INCOME TAXES - Tax Expenses Reconciliation (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Income tax rate (as a percent)
Statutory income tax rate (as a percent)	21.00%	21.00%
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	$ 1,567,122	$ 3,633,503
Nondeductible business expenses	1,162,221	1,313,864
State income taxes, net of federal tax benefit	472,853	924,567
Tax attributable to non-controlling interest	(203,757)	(443,831)
Other	127,561	277,897
Income tax expense	$ 3,126,000	$ 5,706,000

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Deferred tax assets:
Allowance for expected credit losses	$ 252,263	$ 253,252
Accrued expenses		273,313
Inventory	559,277	533,723
Other	838,158	618,256
Interest expense limitation	1,667,806	753,451
Net operating loss carry forwards - state	697,013	697,013
Total gross deferred tax assets	4,014,517	3,129,008
Less: Valuation allowance	(697,013)	(697,013)
Total net deferred tax assets	3,317,504	2,431,995
Deferred tax liabilities:
Trade discounts	554,066	471,126
Operating lease, right-of-use assets	99,488	97,468
Property and equipment	5,834,321	5,725,493
Goodwill	921,799	921,799
Accrued expenses	117,878
Intangible assets	164,268	134,069
Total deferred tax liabilities	7,691,820	7,349,955
Total net deferred income tax liability	$ 4,374,316	$ 4,917,960

INCOME TAXES (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023
INCOME TAXES
Valuation allowance against net operating losses	$ 0.7	$ 0.7

FAIR VALUE DISCLOSURES (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Oct. 01, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Difference between the contractual amount due and the fair value	$ 700,000
Fair value of MRNCI beginning of period	9,490,831	$ 11,158,555
Redemption of non-controlling interests	(1,812,558)	(1,812,558)
Distributions to non-controlling interest	(507,741)	(1,162,765)
Change in fair value	$ 1,040,968	$ 1,307,599
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, General and Administrative Expense	Selling, General and Administrative Expense
Fair value of MRNCI end of period	$ 8,211,500	$ 9,490,831
Less current portion at fair value	(1,703,604)	(1,703,604)
Noncurrent portion at fair value	$ 6,507,896	$ 7,787,227
Team Sledd
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Interest own (as a percent)	76.00%	64.00%	76.00%

FAIR VALUE DISCLOSURES - Contingent Consideration (Details)		12 Months Ended
	Apr. 05, 2024 USD ($) installment	Sep. 30, 2024 USD ($)	Sep. 30, 2023
Changes in the fair value of the contingent consideration:
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Selling, General and Administrative Expense	Selling, General and Administrative Expense
Burklund Distributors, Inc
Changes in the fair value of the contingent consideration:
Change in fair value		$ (124,992)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Change in Fair Value of Mandatorily Redeemable Non-controlling Interest
Fair value of contingent consideration as of September 2024	$ 1,578,444	$ 1,453,452
Less current portion at fair value		(710,270)
Noncurrent portion at fair value		743,182
Contingent consideration payable in cash	$ 3,000,000.0
Contingent consideration, number of installments | installment	2
Difference in fair value and estimated due		$ 200,000

PROFIT SHARING PLANS (Details) $ in Millions	12 Months Ended
	Sep. 30, 2024 USD ($) plan	Sep. 30, 2023 USD ($)
Defined Contribution Plan Disclosure [Line Items]
Number of profit sharing plans | plan	2
Employee's maximum voluntary contribution as percentage of their compensation	100.00%
Company's matching contributions to the profit sharing plan (net of employee forfeitures) | $	$ 2.0	$ 1.6
AMCON Plan
Defined Contribution Plan Disclosure [Line Items]
Percentage of employer's contribution matching first 2 percent of employee's compensation	100.00%
Percentage of first portion of employee's compensation eligible for employer's matching contribution	2.00%
Percentage of employer's contribution matching next 4 percent of employee's compensation	50.00%
Percentage of second portion of employee's compensation eligible for employer's matching contribution	4.00%
Maximum matching percentage of employee compensation	4.00%
Sledd Plan
Defined Contribution Plan Disclosure [Line Items]
Maximum matching percentage of employee compensation	5.00%
Team Sledd Plan
Defined Contribution Plan Disclosure [Line Items]
Employee matching contribution	100.00%

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Liability Insurance
Liabilities for workers' compensation, general liability and health insurance	$ 1.5	$ 2.2
Self-insured liabilities reserve
Beginning balance	2.2	1.9
Charged to expense	11.8	11.7
Payments	(12.5)	(11.4)
Ending balance	$ 1.5	$ 2.2

EQUITY-BASED INCENTIVE AWARDS - Omnibus Plans (Details) - Omnibus Plans	Sep. 30, 2024 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	140,837
Number of additional shares that may be awarded under the plan	54,163

EQUITY-BASED INCENTIVE AWARDS - Restricted Stock Units (Details) - Restricted Stock Units - shares	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
EQUITY-BASED INCENTIVE AWARD
Awards granted (in shares)	0	0
Award outstanding at the end of the period (in shares)	0	6,834

EQUITY-BASED INCENTIVE AWARDS - Authorized and Approved Restricted Stock Units/Restricted Stock Awards (Details) - USD ($)	1 Months Ended			12 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2021	Sep. 30, 2024	Sep. 30, 2023
Restricted Stock Units
EQUITY-BASED INCENTIVE AWARD
Original number of awards issued				0	0
Non-vested awards outstanding at the end of the period (in shares)				0	6,834
Vested during the period (in shares)				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)				30,201	25,167
Vested during the period (in shares)				10,066
Direct cost to the recipients of the restricted stock units				$ 0
Compensation expense				2,600,000	$ 1,600,000
Tax benefit related to compensation expense				700,000	$ 400,000
Total unamortized compensation expense				$ 2,800,000
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)				5,034
Fair value of non-vested awards at the end of the period				$ 730,000
Vested as of the end of the period (in shares)				10,066
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)				10,067
Fair value of non-vested awards at the end of the period				$ 1,459,000
Vested during the period (in shares)				5,033
Restricted Stock Awards October 2022 | Vest in October 2024
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				5,033
Restricted Stock Awards October 2022 | Vest in October 2025
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				5,034
Restricted Stock Awards October 2023
EQUITY-BASED INCENTIVE AWARD
Original number of awards issued	15,100
Service period	36 months
Estimated fair value of award at grant date	$ 2,762,000
Non-vested awards outstanding at the end of the period (in shares)				15,100
Fair value of non-vested awards at the end of the period				$ 2,189,000
Restricted Stock Awards October 2023 | Vest in October 2024
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				15,100
Restricted Stock Awards October 2023 | Vest in October 2025
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				15,100
Restricted Stock Awards October 2023 | Vest in October 2026
EQUITY-BASED INCENTIVE AWARD
Scheduled to vest				15,100

EQUITY-BASED INCENTIVE AWARDS - Restricted Stock Units/Restricted Stock Awards Activity (Details) - $ / shares	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Restricted Stock Units
Number of Shares
Nonvested restricted stock units/awards at the beginning of the period (in shares)	6,834
Granted (in shares)	0	0
Vested (in shares)	(6,834)
Nonvested restricted stock units/awards at the end of the period (in shares)	0	6,834
Weighted Average Fair Value
Nonvested restricted stock units/awards at the beginning of the period (in dollars per share)	$ 206.00
Vested (in dollars per share)	$ 195.99
Nonvested restricted stock units/awards at the end of the period (in dollars per share)		$ 206.00
Restricted Stock Awards
Number of Shares
Nonvested restricted stock units/awards at the beginning of the period (in shares)	25,167
Granted (in shares)	15,100
Vested (in shares)	(10,066)
Nonvested restricted stock units/awards at the end of the period (in shares)	30,201	25,167
Weighted Average Fair Value
Nonvested restricted stock units/awards at the beginning of the period (in dollars per share)	$ 206.00
Granted (in dollars per share)	182.89
Vested (in dollars per share)	189.87
Nonvested restricted stock units/awards at the end of the period (in dollars per share)	$ 144.95	$ 206.00

BUSINESS SEGMENTS (Details)	12 Months Ended
	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)
Information by business segments
Number of reportable business segments | segment	2
Total external revenue	$ 2,710,981,108	$ 2,539,994,999
Depreciation	8,957,478	7,161,468
Amortization	537,701	415,178
Operating income (loss)	17,980,514	25,966,583
Interest expense	10,413,228	8,550,431
Income (loss) from operations before income taxes	7,462,489	17,302,393
Total assets	374,107,310	363,429,200
Capital expenditures	28,431,219	12,485,225
Cigarettes
Information by business segments
Total external revenue	1,669,390,346	1,586,303,595
Tobacco
Information by business segments
Total external revenue	499,869,540	462,509,541
Confectionery
Information by business segments
Total external revenue	174,952,982	162,614,409
Health food
Information by business segments
Total external revenue	42,494,231	43,119,285
Foodservice & other
Information by business segments
Total external revenue	324,274,009	285,448,169
Other
Information by business segments
Operating income (loss)	(13,387,396)	(13,014,849)
Interest expense	10,413,228	8,550,431
Income (loss) from operations before income taxes	(23,968,536)	(21,565,280)
Total assets	1,206,337	984,227
Wholesale Segment | Segments
Information by business segments
Total external revenue	2,668,486,877	2,496,875,714
Depreciation	7,983,266	5,856,980
Amortization	537,701	415,178
Operating income (loss)	31,255,079	39,701,536
Income (loss) from operations before income taxes	30,685,132	38,653,470
Total assets	356,187,395	345,459,274
Capital expenditures	26,573,247	11,413,999
Wholesale Segment | Segments | Cigarettes
Information by business segments
Total external revenue	1,669,390,346	1,586,303,595
Wholesale Segment | Segments | Tobacco
Information by business segments
Total external revenue	499,869,540	462,509,541
Wholesale Segment | Segments | Confectionery
Information by business segments
Total external revenue	174,952,982	162,614,409
Wholesale Segment | Segments | Foodservice & other
Information by business segments
Total external revenue	324,274,009	285,448,169
Wholesale Segment | Distribution Facility in Colorado City, Colorado
Information by business segments
Asset Acquisition, Consideration Transferred	10,000,000.0
Retail Segment | Segments
Information by business segments
Total external revenue	42,494,231	43,119,285
Depreciation	974,212	1,304,488
Operating income (loss)	112,831	(720,104)
Income (loss) from operations before income taxes	745,893	214,203
Total assets	16,713,578	16,985,699
Capital expenditures	1,857,972	1,071,226
Retail Segment | Segments | Health food
Information by business segments
Total external revenue	$ 42,494,231	$ 43,119,285

TREASURY STOCK (Details) - USD ($)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
TREASURY STOCK
Number of shares of common stock repurchased	0	2,363
Value of shares of common stock repurchased		$ 404,876

SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions		12 Months Ended
	Oct. 22, 2024	Sep. 30, 2024	Oct. 24, 2024	Oct. 23, 2024
Restricted stock
SUBSEQUENT EVENTS
Original number of awards issued		15,100
Facilities
SUBSEQUENT EVENTS
Borrowing capacity		$ 300.0
Subsequent event.
SUBSEQUENT EVENTS
Borrowing capacity			$ 45.0	$ 40.0
Subsequent event. | Restricted stock
SUBSEQUENT EVENTS
Original number of awards issued	15,100
Vesting period	3 years

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