ACQUISITION

6 Months Ended

Mar. 31, 2025

ACQUISITIONS

ACQUISITIONS

2. ACQUISITION

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 FASB Accounting Standards Codification 805 – Business Combinations (“ASC 805”). No value was

assigned to any identifiable intangible assets or goodwill in conjunction with the acquisition. Arrowrock will be 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 identifiable net assets	$	6,131,527
Goodwill		—
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 unaudited supplemental financial data for Arrowrock from the acquisition date through March 2025, which is included in the Company’s consolidated results for the three and six months ended March 2025.

Revenue	$	5,598,721
Net loss available to common shareholders	$	(63,963)

The following table presents unaudited supplemental pro forma information assuming the Company acquired Arrowrock, Burklund Distributors, Inc. and Richmond Master Distributors, Inc. on October 1, 2023, in addition to holding a 76% 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 three months ended March 2025		For the three months ended March 2024		For the six months ended March 2025		For the six months ended March 2024
Revenue	$	620,521,036	$	664,670,461	$	1,339,474,585	$	1,376,384,687
Net income (loss) available to common shareholders	$	(1,602,771)	$	301,966	$	(1,336,819)	$	1,503,104