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ACQUISITIONS | 12 Months Ended
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Sep. 30, 2025
ACQUISITIONS |
ACQUISITIONS | 2. ACQUISITIONS ​ Arrowrock Supply ​ On January 17, 2025, the Company acquired substantially all of the operating assets of Davis-Jones, Inc. d/b/a Arrowrock Supply (“Arrowrock”), for approximately $6.1 million in cash. Costs to effectuate the acquisition were not significant and were expensed as incurred. The transaction was funded with borrowings from the Company’s existing bank group. The acquisition of Arrowrock provides access to new markets and improved service capability for accounts in our existing service area. ​ The Company paid cash consideration for the acquired assets and their related values as of the acquisition date, measured in accordance with ASC 805. No value was assigned to any identifiable intangible assets or goodwill in conjunction with the acquisition. Arrowrock is reported as part of the Company’s Wholesale Segment. ​ Identifiable assets acquired are as follows: ​
​ | ​ | ​ | ​
Accounts receivable | ​ | $ | 12,375
Inventories | ​ | ​ | 2,998,299
Prepaid and other assets | ​ | ​ | 1,789
Property and equipment - Land | ​ | ​ | 597,700
Property and equipment - Building | ​ | ​ | 2,466,364
Property and equipment - Vehicles | ​ | ​ | 55,000
Total identifiable net assets | ​ | $ | 6,131,527
​ | ​ | ​ | ​
Total consideration | ​ | $ | 6,131,527
​ Accounts receivable was recorded at its fair value representing the amount we expect to collect, which also approximated the gross contractual value of such receivables at the acquisition date. ​ The following table sets forth the supplemental financial data for Arrowrock from the acquisition date through September 2025, which is included in the Company’s consolidated results for fiscal 2025. ​
​ | ​ | ​ | ​
Revenue | ​ | $ | 23,169,923
Net loss available to common shareholders | ​ | $ | (119,609)
​ 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 Burklund and Richmond Master 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 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 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
​ The following table presents unaudited supplemental pro forma financial information assuming the Company acquired Arrowrock, Burklund and Richmond Master on October 1, 2023, in addition to holding a 92% interest in Team Sledd on October 1, 2023. 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 2025 |  | For the year ended September 2024
Revenue | ​ | $ | 2,825,386,529 | ​ | $ | 2,810,859,400
Net income available to common shareholders | ​ | $ | 880,645 | ​ | $ | 4,567,482
​

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