Acquisitions

9 Months Ended

Jan. 31, 2024

During the nine months ended January 31, 2024, the Company acquired 105 stores through a variety of transactions, pursuant to the terms and conditions of the individual asset purchase agreements. The majority of these acquisitions meet the criteria to be considered business combinations. The purchase price was paid in cash upon closing using available cash on hand.

The acquisitions were recorded in the financial statements by allocating the purchase price to the assets acquired, including intangible assets, and liabilities assumed, based on their estimated fair values at the acquisition date as determined by third party appraisals or internal estimates. Fair values were determined using Level 3 inputs, which are unobservable inputs that are not corroborated by market data. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill if the acquisition is considered to be a business combination. Goodwill of $31,783 was recognized as the result of the current period acquisitions and is primarily attributable to the location of the stores in relation to our footprint and expected synergies. Almost all of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

Acquisition-related transaction costs are recognized as period costs as incurred. The Company incurred total acquisition-related transaction costs of $4,990 and $8,043 for the three and nine months ended January 31, 2024, respectively, which are recorded within operating expenses on the condensed consolidated statements of income.

The table below summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. We utilized a third-party valuation specialist to assist in valuing the majority of other assets, leases and property and equipment acquired. The valuations are still in process and, as a result amounts related to certain property and equipment, other assets, goodwill, and leases is considered provisional and is subject to change.


Assets acquired:
Inventories	$	12,660
Property and equipment	252,221

Finance lease right-of-use assets	3,194
Operating lease right-of-use assets	7,201
Other assets	2,137
Goodwill	31,783
Total assets	$	309,195
Liabilities assumed:
Accrued expenses and other long-term liabilities	890
Finance lease liabilities	5,004
Operating lease liabilities	7,041
Total liabilities	12,935
Net assets acquired and total consideration paid	$	296,260

Payments for acquisition of businesses, net of cash acquired, on the condensed consolidated statements of cash flows includes payments made for acquisitions that are closing shortly after the quarter-end. Such payments are not included in the total consideration paid in the table above, as those acquisitions have not yet closed as of the end of the quarter.

The Company recognized approximately $88,826 and, $106,393 of revenue related to the acquired locations in the condensed consolidated statements of income for the three and nine months ended January 31, 2024, respectively. The amount of net income related to the acquired locations was not material for the three and nine months ended January 31, 2024.

Pro Forma Information

The following unaudited pro forma information presents a summary of our consolidated results of operations as if the transactions referenced above occurred at the beginning of the first fiscal year of the periods presented (amounts in thousands, except per share data):


	Three Months Ended January 31,				Nine Months Ended January 31,
	2024		2023		2024		2023
Total revenue	$	3,347,497	$	3,473,142	$	11,573,848	$	12,256,730
Net income	91,469		103,294		431,280		395,105
Net income per common share
Basic	$	2.47	$	2.77	$	11.59	$	10.60
Diluted	2.45		2.75		11.53		10.54