ACQUISITIONS

12 Months Ended

Sep. 30, 2012

ACQUISITIONS

ACQUISITIONS

2. ACQUISITIONS

During fiscal 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, inventories, fixed assets, 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 $0.5 million in quarterly installments over five years 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 in addition to a range of qualitative considerations such as macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company's products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and historical financial performance. The acquired assets are reported as a component of our Wholesale Segment.

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

Recognized amounts of identifiable net assets acquired

	Amount (in millions)			Weighted Average Amortization Period
Accounts Receivable	$	8.9			—
Inventories		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 net 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 was assigned to the Company's Wholesale Segment and is deductible for tax purposes. No significant measurement adjustments related to this transaction were recorded during either fiscal 2012 or fiscal 2011.

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.

	Twelve Months Ended September
(In millions)	2012		2011
Revenue—Actual Results	$	1,174.2	$	1,041.6
Revenue—Supplemental pro forma results	$	1,174.2	$	1,175.4
Net Income—Actual Results	$	7.4	$	8.1
Net Income—Supplemental pro forma results	$	7.4	$	7.9