Acquisition

Acquisition of Pine State Convenience

On June 6, 2016, the Company acquired substantially all of the assets of Pine State Convenience ("Pine State"), a division of Pine State Trading Company, located in Gardiner, Maine. The acquisition was accounted for as a business combination in accordance with ASC 805 - Business Combinations. The acquisition increased the Company’s market presence primarily in the North Eastern US and further enhanced the Company’s ability to cost effectively service national and regional retailers. The total purchase consideration was $89.2 million, of which $88.4 million was paid at closing. The acquisition was funded through a combination of cash on hand and borrowings under the Company's revolving credit facility. The total purchase price consideration included $0.8 million of contingent payments.

The following table presents the assets acquired and liabilities assumed, based on their preliminary estimated fair values and purchase consideration.



	June 6, 2016
Accounts receivable	$	35.5
Inventory	20.9
Prepaid expenses / other assets	0.5
Property, plant and equipment	9.8
Goodwill	11.6
Intangible Assets	13.3
Less : Other current liabilities	2.4
Total consideration	$	89.2

The Company determined the estimated fair values of intangible assets acquired, and contingent payments, with the assistance of independent valuation consultants. Based on the preliminary valuation, intangible assets received include the following:



	Fair Value in Millions		Useful Life in Years
Customer relationships	$	10.0	13
Trade names	0.5		1 - 2
Non-competition agreements	2.8		5
Total intangible assets	$	13.3

The results of Pine State operations have been included in the Company’s unaudited condensed consolidated interim financial statements since the date of acquisition. The Company incurred $0.8 million and $1.4 million of acquisition related costs, which are included in our selling, general and administrative expenses for the three and six months ended June 30, 2016, respectively. The Company did not consider the Pine State acquisition to be a material business combination and therefore has not disclosed pro-forma results of operations for the acquired business. Simultaneous with the closing of the acquisition, the Company entered into an operating lease arrangement for a warehouse facility in Gardenier, Maine, with certain former owners of Pine State. The term of the lease is for 15 years.