XML 21 R14.htm IDEA: XBRL DOCUMENT
v3.25.2

Acquisitions | 6 Months Ended
--- | ---
Jul. 12, 2025
Business Combination [Abstract] |
Mergers Acquisitions And Dispositions Disclosures | Note 4 – Acquisitions 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 |  |  | 8,571 |
Inventory |  |  | 36,606 |
Prepaid expenses |  |  | 1,404 |
Intangible assets |  |  | 32,750 |
Operating lease assets |  |  | 78,788 |
Property and equipment |  |  | 66,385 |
Other assets |  |  | 259 |
Accounts payable |  |  | (14,968 | )
Accrued payroll and benefits |  |  | (5,036 | )
Other accrued expenses |  |  | (6,208 | )
Deferred income taxes |  |  | (8,126 | )
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 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 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. 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. The goodwill related to the Markham acquisition is deductible for tax purposes, while the goodwill related to the Metcalfe's acquisition is not deductible for tax purposes. The majority of the goodwill for the Fresh Encounter acquisition is not deductible for tax purposes. 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.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration