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ACQUISITIONS

9 Months Ended

Jun. 30, 2024

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, 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 FASB Accounting Standard Codification (“ASC”) 805 – Business Combinations (“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 Company’s provisional (preliminary) estimates and analyses and are subject to change during the relevant measurement periods, which are generally one year from the respective acquisition dates. All amounts are provisional and incomplete at the reporting date and may change in subsequent reporting periods during the relevant measurement periods as additional information is obtained, particularly as it relates to certain accounts receivable, property and equipment, inventory, 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 for each transaction are as follows:


						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 June 2024, which are included in the Company’s consolidated results for the three and nine months ended June 2024.


						Richmond
			Burklund			Master			Total
Revenue		$	35,346,670		$	1,704,094		$	37,050,764
Net income (loss) available to common shareholders		$	(46,673)		$	2,925		$	(43,748)

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 three months ended June 2024			For the three months ended June 2023			For the nine months ended June 2024			For the nine months ended June 2023
Revenue		$	740,987,579		$	757,935,426		$	2,104,449,141		$	2,132,932,656
Net income available to common shareholders		$	1,332,203		$	4,280,426		$	2,969,780		$	9,324,239