ACQUISITION

3 Months Ended

Dec. 31, 2011

ACQUISITION

ACQUISITION

2. ACQUISITION

ACQUISITION

In May 2011, the Company, through its wholly-owned subsidiary, acquired the convenience store distribution assets of L.P. Shanks Company Inc. (“LPS”). LPS was a wholesale distributor to convenience stores in Tennessee, Kentucky, Georgia, Virginia, West Virginia, and North Carolina with annual sales of approximately $200 million. In exchange for certain accounts receivable, inventory, property and equipment, and customer lists of LPS, the Company paid $13.4 million in cash, issued a $2.6 million note payable due to the seller due in quarterly installments over three years and bearing interest at 4% annually, and will also pay a total of $0.5 million over five years in annual installments related to a non-competition agreement with the seller. The Company also entered into warehouse leases with the seller and assumed certain operating leases in conjunction with the transaction. No significant liabilities were assumed in connection with the transaction and the costs incurred to effectuate the acquisition were expensed as incurred. The transaction was funded through the Company’s existing credit facility and the issuance of a note payable to the seller. The acquisition expands the Company’s strategic footprint in the Southeastern portion of the United States and enhances our ability to service customers in that region.

The following table summarizes the consideration paid for the acquired assets and their related acquisition date fair values. The fair value of the assets acquired have been measured in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” In valuing identifiable intangible assets, the Company has estimated the fair value using the discounted cash flows methodology. The acquired assets are reported as a component of our Wholesale Segment.

Total Consideration	Amount(in millions)
Cash	$	13.4
Note payable	2.6
Fair value of non-competition agreement	0.4
Total fair value of consideration transferred	$	16.4

Recognized amounts of identifiable assets acquired

	Amount (in millions)			WeightedAverageAmortizationPeriod
Accounts receivable	$	8.9		—
Inventory	4.6			—
Property and equipment	1.8			5 years
Identifiable intangible assets:
Non-competition agreement	0.5			5 years
Customer relationships	0.5			8 years
Liabilities	(0.1		)
Total identifiable net assets	16.2
Goodwill	0.2
Total identifiable assets and goodwill	$	16.4

Goodwill totaling approximately $0.2 million arose from the acquisition and primarily represents synergies and economies of scale expected to be generated through reductions in selling, general, and administrative expenses. This goodwill has been assigned to the Company’s Wholesale Segment and is expected to be deductible for tax purposes.  No significant measurement adjustments related to this transaction were recorded during Q1 2012.

The following table sets forth the unaudited actual revenue and earnings included in the Company’s statement of operations related to the acquisition and the pro forma revenue and earnings of the combined entity if the acquisition had occurred as of the beginning of the Company’s prior fiscal year. These pro forma amounts do not purport to be indicative of the actual results that would have been obtained had the acquisition occurred at that time.

	Three months ended
	December
(In millions)	2011		2010
Revenue — Actual Results	$	283.6	$	245.0
Revenue — Supplemental pro forma results	$	283.6	$	292.6
Net Income — Actual Results	$	1.4	$	1.8
Net Income — Supplemental pro forma results	$	1.4	$	1.7