The Company acquired all of the outstanding shares of Metcalfe Markets, Inc. ("Metcalfe's") and Fresh Encounter Inc. ("Fresh Encounter") on May 19, 2024 and November 30, 2024, respectively. On December 9, 2024, the Company acquired certain assets and assumed certain liabilities of Markham Enterprises ("Markham"). The acquisitions were funded with proceeds from the Company’s Revolving Credit Facility. The following table provides the purchase price and the fair value of identified assets and acquired liabilities assumed at the date of acquisition:


(In thousands)	Total Acquisitions
Consideration
Cash paid at closing	$	122,741
Less: Cash acquired		(4,804	)
Acquisitions, net of cash acquired		117,937

Contingent consideration arrangement		3,000
Purchase price adjustments		8,395
Fair value of total consideration transferred		129,332

Identifiable assets acquired and liabilities assumed, net of cash acquired:
Accounts receivable		8,430
Inventory		36,606
Prepaid expenses		1,404
Intangible assets		32,750
Operating lease assets		78,788
Property and equipment		70,785
Other assets		259
Accounts payable		(14,968	)
Accrued payroll and benefits		(5,036	)
Other accrued expenses		(6,660	)
Deferred income taxes		(11,933	)
Operating lease liabilities		(78,788	)
Other long-term liabilities		(894	)
Long-term debt and finance lease liabilities		(26,002	)
Total identifiable assets		84,741

Goodwill	$	44,591

Note: Purchase price adjustments include non-cash settlements of prior accounts receivable balances, as well as net working capital adjustments.

The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition dates based on preliminary estimates. These estimates are subject to revision upon the finalization of the valuations of the certain acquired assets including property and equipment, intangible assets, working capital and related deferred tax liabilities. Any adjustments will be made prior to the ends of respective one-year measurement periods. The excess of the purchase price over the fair value of net assets acquired was recorded as goodwill in the consolidated balance sheet and allocated to the Retail segment. The goodwill related to the Markham acquisition is deductible for tax purposes, while the goodwill related to the Metcalfe's and Fresh Encounter acquisitions is not deductible for tax purposes. During the fourth quarter of fiscal 2024, the Company determined that the Retail reporting unit's carrying value exceeded its fair value. Accordingly, the goodwill associated with these acquisitions was fully impaired.

Metcalfe's currently operates three stores in Wisconsin with approximately 500 employees. Metcalfe's was not previously a customer of the Company's Wholesale segment. The acquisition expands the Company's Retail segment further into Wisconsin.

Fresh Encounter currently operates 49 stores in Ohio, Indiana and Kentucky with approximately 2,500 employees under the retail store banners Community Markets, Remke Markets, Chief Markets and Needler's Fresh Market. Prior to the acquisition, Fresh Encounter was an independent retailer and customer of the Company’s Wholesale segment. The acquisition expanded the footprint of the Company’s Retail segment into Kentucky and grew the existing footprint in Ohio and Indiana.

Markham currently operates three fuel centers/convenience stores, in addition to providing fuel distribution services, in mid-Michigan, with approximately 40 employees. Markham was not previously a customer of the Company's Wholesale segment. The acquisition expanded the footprint of the Company's Retail segment, specifically fuel centers, further into mid-Michigan.

Consistent with other corporate-owned retail stores and fuel centers, intercompany sales between the Wholesale segment and Metcalfe's, Fresh Encounter, and Markham are eliminated.