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ACQUISITION | 6 Months Ended
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Mar. 31, 2022
ACQUISITION |
ACQUISITION | 2. ACQUISITION ​ On February 3, 2023, the Company, through its wholly owned subsidiary LOL Foods, Inc., paid approximately $55.0 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 acquisition date fair values measured in accordance with FASB Accounting Standards Codification (“ASC”) 805 – Business Combinations. 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 acquisition-date fair value 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. ​ The following purchase price allocation reflects the Company’s provisional (preliminary) estimates and analyses and is subject to change during the measurement period, which is generally one year from the acquisition date. All amounts are provisional and incomplete at the reporting date and may change materially in subsequent reporting periods during the measurement period while additional information is obtained, particularly as it relates to certain accounts receivable, property and equipment, inventory, other intangible assets and certain liability balances while final appraisal and valuation work is completed. Accordingly, any changes to the Company’s provisional recording of the transaction may materially impact its financial statements, including but not limited to its consolidated balance sheets, statements of operations, shareholders’ equity and cash flows, and related disclosures. All assets acquired and operating liabilities assumed have been recorded as a component of our Wholesale Segment. ​ Provisional (preliminary) 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 | ​ | ​ | 593,709
Consideration transferred | ​ | $ | 54,958,637
​ 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 $0.6 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. ​ The provisional (preliminary) value of 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 March 2023, which is included in the Company’s consolidated results for the three and six months ended March 2023. ​
​ | ​ | ​ | ​
Revenue | ​ | $ | 43,960,836
Net loss available to common shareholders | ​ | $ | (91,434)
​ The following table presents unaudited supplemental pro forma information assuming the Company acquired Henry’s on October 1, 2021, in addition to holding a 56% interest in Team Sledd, LLC (“Team Sledd”) on October 1, 2021. These pro forma amounts do not purport to be indicative of the actual results that would have been obtained had the acquisitions occurred at that time. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the three months ended March 2023 |  | For the three months ended March 2022 |  | For the six months ended March 2023 |  | For the six months ended March 2022
Revenue | ​ | $ | 609,706,404 | ​ | $ | 608,741,151 | ​ | $ | 1,254,775,051 | ​ | $ | 1,288,390,888
Net income available to common shareholders | ​ | $ | 1,831,146 | ​ | $ | 3,308,409 | ​ | $ | 5,387,783 | ​ | $ | 6,931,943
​

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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