BUSINESS UPDATE AND IMPACT OF COVID-19

While the Company reported strong Q1 2022 operating results, we remain cautious based on a highly challenging operating environment and a range of other considerations including, but not limited to, those described below.

First, the rapid spread of the Omicron variant of COVID-19 has impacted both of our business segments. The variant's surge has only amplified the already acute workforce shortage, which has particularly impacted the Company as it relates to staffing warehouse and transportation roles. Further, workplace mask, testing, and/or vaccine mandates similar to the recently proposed Emergency Temporary Standard from the Occupational Safety and Health Administration (OSHA) increase workforce complexities in addition to placing additional stress on the supply chain. We believe such measures, whether federal, state, or local, would have a material adverse impact on the Company's ability to retain employees and staff both of its business segments, increase cost structures and could negatively impact the Company's operations and financial results in a substantially material manner.

Secondly, since the onset of the COVID-19 pandemic, both of our business segments experienced an increase in demand and sales across a broad range of products. It remains unclear, however, if these demand trends will remain intact or if they will eventually revert back to more historical levels over time.

Lastly, worldwide supply chains continue to remain highly disrupted, which has impacted product availability and resulted in product pricing inflation and may impact long term demand trends.

All of these factors have contributed to an inflationary environment resulting in higher labor costs and an overall increase in the Company's cost structure.





FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q, including the Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections, contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. Forward-looking statements include information concerning the possible or assumed future results of operations of the Company and those statements preceded by, followed by or that include the words "future," "position," "anticipate(s)," "expect(s)," "believe(s)," "see," "plan," "further improve," "outlook," "should" or similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions.

It should be understood that the following important factors, in addition to those discussed elsewhere in this document, could affect the future results of the Company and could cause those results to differ materially from those expressed in our forward-looking statements:

risks associated with the threat or occurrence of epidemics or pandemics (such

as COVID-19 or its variants) or other public health issues, including the ? continued health of our employees and management, the reduced demand for our

goods and services or increased credit risk from customer credit defaults

resulting from an economic downturn,

risks associated with the imposition of governmental orders (such as the

recently proposed OSHA ETS vaccine and testing mandate) restricting our ? operations and the operations of our suppliers and customers, in particular,

disruptions to our supply chain or our ability to procure products or fulfill

orders due to labor shortages in our warehouse operations,

risks associated with the Company's business model which since the onset of the ? COVID-19 pandemic has experienced both higher sales volumes and labor costs,

and the related risk of sales returning to more historical levels without the

Company being able to offset increases in its cost structure,






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risks associated with the acquisition of assets or new businesses or

investments in equity investees by either of our business segments including, ? but not limited to, risks associated with purchase price and business valuation

risks, vendor and customer retention risks, employee and technology integration

risks, and risks related to the assumption of certain liabilities or

obligations,

increasing competition and market conditions in our wholesale and retail health ? food businesses and any associated impact on the carrying value and any

potential impairment of assets (including intangible assets) within those


  businesses,



? that our repositioning strategy for our retail business will not be successful,

? risks associated with opening new retail stores,

if online shopping formats such as Amazon™ continue to grow in popularity and ? further disrupt traditional sales channels, it may present a significant direct

risk to our brick and mortar retail business and potentially to our wholesale


  distribution business,



the potential impact that ongoing, decreasing, or changing trade tariff and ? trade policies may have on our product costs or on consumer disposable income


  and demand,



increasing product and operational costs resulting from ongoing COVID-19

related supply chain disruptions, an intensely competitive labor market with a ? limited pool of qualified workers, and higher incremental costs associated with

the handling and transportation of certain product categories such as


  foodservice,



increases in state and federal excise taxes on cigarette and tobacco products ? and the potential impact on demand, particularly as it relates to current

legislation under consideration which could significantly increase such taxes,

? higher commodity prices and general inflation which could impact food

ingredient costs and demand for many of the products we sell,

regulations, potential bans and/or litigation related to the manufacturing, ? distribution, and sale of certain cigarette, tobacco, and e-cigarette/vaping

products by the United States Food and Drug Administration ("FDA"), state or

local governmental agencies, or other parties,

? increases in inventory carrying costs and customer credit risks,

? changes in pricing strategies and/or promotional/incentive programs offered by

cigarette and tobacco manufacturers,

? demand for the Company's products, particularly cigarette, tobacco and

e-cigarette/vaping products,

? risks that product manufacturers may begin selling directly to convenience

stores and bypass wholesale distributors,

? changes in laws and regulations and ongoing compliance related to health care


  and associated insurance,



? increasing health care costs for both the Company and consumers and its

potential impact on discretionary consumer spending,

? decreased availability of capital resources,

? domestic regulatory and legislative risks,

? poor weather conditions, and the adverse effects of climate change,

? consolidation trends within the convenience store, wholesale distribution, and

retail health food industries,






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natural disasters, and domestic or political unrest, or any restrictions, ? regulations, or security measures implemented by governmental bodies in


  response to these items,



? other risks over which the Company has little or no control, and any other

factors not identified herein.

Changes in these factors could result in significantly different results. Consequently, future results may differ from management's expectations. Moreover, past financial performance should not be considered a reliable indicator of future performance. Any forward-looking statement contained herein is made as of the date of this document. Except as required by law, the Company undertakes no obligation to publicly update or correct any of these forward-looking statements in the future to reflect changed assumptions, the occurrence of material events or changes in future operating results, financial conditions or business over time.





CRITICAL ACCOUNTING ESTIMATES


Certain accounting estimates used in the preparation of the Company's condensed consolidated unaudited financial statements ("financial statements") require us to make judgments and estimates and the financial results we report may vary depending on how we make these judgments and estimates. Our critical accounting estimates are set forth in our annual report on Form 10-K for the fiscal year ended September 30, 2021, as filed with the Securities and Exchange Commission. There have been no significant changes with respect to these policies during the three months ended December 2021.

FIRST FISCAL QUARTER 2022 (Q1 2022)

The following discussion and analysis includes the Company's results of operations for the three months ended December 2021 and December 2020:





Wholesale Segment


Our Wholesale Segment is one of the largest wholesale distributors in the United States serving approximately 4,100 retail outlets including convenience stores, grocery stores, liquor stores, drug stores, and tobacco shops. We currently distribute over 17,700 different consumer products, including cigarettes and tobacco products, candy and other confectionery, beverages, groceries, paper products, health and beauty care products, frozen and refrigerated products and institutional foodservice products. Convenience stores represent our largest customer category. In December 2021, Convenience Store News ranked us as the sixth (6th) largest convenience store distributor in the United States based on annual sales.

Our Wholesale Segment offers retailers the ability to take advantage of manufacturer and Company sponsored sales and marketing programs, merchandising and product category management services, and the use of information systems and data services that are focused on minimizing retailers' investment in inventory, while seeking to maximize their sales and profits. In addition, our wholesale distributing capabilities provide valuable services to both manufacturers of consumer products and convenience retailers. Manufacturers benefit from our broad retail coverage, inventory management, efficiency in processing small orders, and frequency of deliveries. Convenience retailers benefit from our distribution capabilities by gaining access to a broad product line, inventory optimization and merchandising expertise, information systems, and accessing trade credit.

Our Wholesale Segment operates six distribution centers located in Illinois, Missouri, Nebraska, North Dakota, South Dakota, and Tennessee. These distribution centers, combined with cross-dock facilities, include approximately 685,000 square feet of permanent floor space. Our principal suppliers include Altria, RJ Reynolds, ITG Brands, Hershey, Kelloggs, Kraft, and Mars Wrigley. We also market private label lines of water, candy products, batteries, and other products. We do not maintain any long-term purchase contracts with our suppliers.





Retail Segment



Our Retail Segment, through our Healthy Edge, Inc. subsidiary, is a specialty retailer of natural/organic groceries and dietary supplements which focuses on providing high quality products at affordable prices, with an exceptional level of customer service and nutritional consultation. All of the products carried in our stores must meet strict quality and ingredient guidelines, and include offerings such as gluten-free and antibiotic-free groceries and meat products, as well as



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products containing no artificial colors, flavors, preservatives, or partially hydrogenated oils. We design our retail sites in an efficient and flexible small-store format, which emphasizes a high energy and shopper-friendly environment.

We operate within the natural products retail industry, which is a subset of the U.S. grocery industry. This industry includes conventional, natural, gourmet and specialty food markets, mass and discount retailers, warehouse clubs, health food stores, dietary supplement retailers, drug stores, farmers markets, mail order and online retailers, and multi-level marketers.

Our Retail Segment operates twenty retail health food stores as Chamberlin's Natural Foods ("Chamberlin's"), Akin's Natural Foods ("Akin's"), and Earth Origins Market ("EOM"). These stores carry over 35,000 different national and regionally branded and private label products including high-quality natural, organic, and specialty foods consisting of produce, baked goods, frozen foods, nutritional supplements, personal care items, and general merchandise. Chamberlin's, which was established in 1935, has a total of seven locations in and around Orlando, Florida. Akin's, which was also established in 1935, has a total of six locations in Arkansas, Missouri, and Oklahoma. EOM has a total of seven locations in Florida.

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