Acquisitions

12 Months Ended

Apr. 30, 2025

CQUISITIONS

Current Period Acquisition

On November 1, 2024, the Company closed on the acquisition of Fikes Wholesale, owner of CEFCO Convenience Stores, and Group Petroleum Services (collectively “Fikes”) through an equity purchase agreement. As part of the acquisition, the Company acquired 100% of the equity of Fikes. The transaction included 198 retail locations as well as a fuel terminal, and a wholesale network, where the Company manages fuel wholesale supply agreements to certain locations. A combination of the land and/or building at 101 retail locations are subject to lease agreements. The acquisition brought 148 additional stores to Texas, as well as 50 stores in Alabama, Florida, and Mississippi. This acquisition met the criteria to be considered a business combination.

The acquisition was 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. Fair values were determined using primarily 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. Goodwill of $577,652 was recognized as the result of the acquisition 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 this transaction will be deductible for income tax purposes over 15 years.

The aggregate purchase price for the acquisition totaled $1,165,752, which is gross of cash and cash equivalents acquired. The purchase price was paid in cash using available cash on hand and proceeds from the Incremental Term Loan, and the issuance of the Notes. For definition of the Incremental Term Loan and the Notes, see Note 3.

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 customer relationships, trade name, leases, and property and equipment acquired.


Assets acquired:
Cash and cash equivalents	$	60,212
Receivables	25,368
Inventories	50,928
Prepaid and other current assets	2,509
Deferred income taxes	9,903
Property and equipment	529,719
Operating lease right-of-use assets	313,867
Other assets	940
Customer relationships and trade name	38,000
Goodwill	577,652
Total assets	1,609,098
Liabilities assumed:
Accounts payable	70,892
Accrued expenses and other long-term liabilities	21,972
Operating lease liabilities	350,482
Total liabilities	443,346
Net assets acquired and total purchase price	$	1,165,752

Customer relationships and trade name will be amortized over their respective useful lives of 15 years and 4 years, and are included within other assets, net of amortization in the consolidated balance sheets as of April 30, 2025. These assets were valued using the multi-period excess earnings method, and relief from royalty method, respectively.

Acquisition-related transaction costs are recognized as period costs as incurred. The Company incurred total acquisition-related transaction costs of $26,205 for the year ended April 30, 2025, related to the Fikes acquisition, which are primarily recorded within operating expenses on the consolidated statements of income.

The Company recognized approximately $952,018 of revenue related to the Fikes entities in the consolidated statements of income for year ended April 30, 2025. The impact to net income related to the Fikes entities was not material for the year ended April 30, 2025.

During the year ended April 30, 2025, the Company acquired a further 37 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, and have been recorded in the financial statements in line with the methods discussed above. The impact of these acquisitions is not considered to be material.

Pro Forma Information

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


	For the year ended April 30,
	2025		2024
Total revenue	$	17,011,273	$	17,079,181
Net income	$	549,676	$	447,093
Net income per common share
Basic	$	14.81	$	12.03
Diluted	$	14.72	$	11.96

Prior Period Acquisitions

During the year ended April 30, 2024, the Company acquired 112 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 c

onsidered business combinations. The purchase price for each transaction was paid in cash upon closing using available cash on hand.

Goodwill of $37,321 was recognized as the result of the prior 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.

The Company incurred total acquisition-related transaction costs of $8,920 for the year ended April 30, 2024 which are recorded within operating expenses on the consolidated statements of income.

Allocation of the purchase price for the transactions in aggregate for the year ended April 30, 2024, was as follows:


Assets acquired:
Inventories	$	13,351
Property and equipment	279,396
Finance lease right-of-use assets	3,194
Operating lease right-of-use assets	7,201
Other assets	2,137
Goodwill	37,321
Total assets	$	342,600
Liabilities assumed:
Accrued expenses and other long-term liabilities	$	982
Finance lease liabilities	5,004
Operating lease liabilities	7,041
Total liabilities	13,027
Net assets acquired and total consideration paid	$	329,573