Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Core-Mark Holding Company, Inc. | |
Trading Symbol | CORE | |
Entity Central Index Key | 1,318,084 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 45,933,731 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 33.2 | $ 41.6 |
Accounts receivable, net of allowance for doubtful accounts of $6.8 and $7.3 as of June 30, 2018 and December 31, 2017, respectively | 462.8 | 442.3 |
Other receivables, net | 83.1 | 94.4 |
Inventories, net (Note 4) | 504.4 | 689.1 |
Deposits and prepayments | 151.5 | 108 |
Total current assets | 1,235 | 1,375.4 |
Property and equipment, net | 237.5 | 249 |
Goodwill | 72.8 | 72.8 |
Other intangible assets, net | 55.3 | 59.1 |
Other non-current assets, net | 27.2 | 26.2 |
Total assets | 1,627.8 | 1,782.5 |
Current liabilities: | ||
Accounts payable | 224.4 | 169.9 |
Book overdrafts | 45.4 | 45.3 |
Cigarette and tobacco taxes payable | 245.5 | 304.5 |
Accrued liabilities | 127.7 | 124.8 |
Total current liabilities | 643 | 644.5 |
Long-term debt (Note 5) | 363.3 | 512.9 |
Deferred income taxes | 28 | 27.4 |
Other long-term liabilities | 16.8 | 16.2 |
Claims liabilities | 28.8 | 26.3 |
Total liabilities | 1,079.9 | 1,227.3 |
Contingencies (Note 6) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value (150,000,000 and 100,000,000 shares authorized, 52,509,932 and 52,397,668 shares issued; 45,921,165 and 46,165,009 shares outstanding at June 30, 2018 and December 31, 2017, respectively) (Note 11) | 0.5 | 0.5 |
Additional paid-in capital | 279.6 | 276.8 |
Treasury stock at cost (6,588,767 and 6,232,659 shares of common stock at June 30, 2018 and December 31, 2017, respectively) | (82.6) | (75.1) |
Retained earnings | 356.5 | 355.1 |
Accumulated other comprehensive loss | (6.1) | (2.1) |
Total stockholders’ equity | 547.9 | 555.2 |
Total liabilities and stockholders’ equity | $ 1,627.8 | $ 1,782.5 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Allowance for doubtful accounts | $ 6.8 | $ 7.3 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 52,509,932 | 52,397,668 |
Common stock, shares outstanding (in shares) | 45,921,165 | 46,165,009 |
Treasury stock, shares (in shares) | 6,588,767 | 6,232,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 4,226.5 | $ 3,800.7 | $ 8,032.4 | $ 7,304.9 |
Cost of goods sold | 4,009.6 | 3,614.6 | 7,615.7 | 6,944.8 |
Gross profit | 216.9 | 186.1 | 416.7 | 360.1 |
Warehousing and distribution expenses | 134.3 | 118 | 266.6 | 232.7 |
Selling, general and administrative expenses | 61.7 | 54.2 | 125.1 | 109.5 |
Amortization of intangible assets | 2.6 | 1.8 | 5.1 | 3.6 |
Total operating expenses | 198.6 | 174 | 396.8 | 345.8 |
Income from operations | 18.3 | 12.1 | 19.9 | 14.3 |
Interest expense, net | (3.4) | (2) | (7.2) | (3.9) |
Foreign currency transaction gains, net | 0.5 | 1.1 | 0.9 | 1.7 |
Income before income taxes | 15.4 | 11.2 | 13.6 | 12.1 |
Provision for income taxes (Note 7) | (4.4) | (4.3) | (3.9) | (3.1) |
Net income | $ 11 | $ 6.9 | $ 9.7 | $ 9 |
Basic and diluted net income per common share (in dollars per share) (Note 9) | $ 0.24 | $ 0.15 | $ 0.21 | $ 0.20 |
Basic weighted-average shares (in shares) (Note 9) | 46 | 46.3 | 46.1 | 46.3 |
Diluted weighted-average shares (in shares) (Note 9) | 46.1 | 46.4 | 46.2 | 46.4 |
Dividends declared per common share (in dollars per share) (Note 11) | $ 0.10 | $ 0.09 | $ 0.20 | $ 0.18 |
Dividends paid per common share (in dollars per share) (Note 11) | $ 0.10 | $ 0.09 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 11 | $ 6.9 | $ 9.7 | $ 9 |
Defined benefit plans adjustments | 0 | 0.1 | 0 | 0.1 |
Foreign currency translation loss, net | (1.4) | (2.2) | (4) | (1.6) |
Other comprehensive loss, net of tax | (1.4) | (2.1) | (4) | (1.5) |
Comprehensive income | $ 9.6 | $ 4.8 | $ 5.7 | $ 7.5 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 9.7 | $ 9 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
LIFO and inventory provisions | 13.1 | 8.8 |
Amortization of debt issuance costs | 0.4 | 0.4 |
Stock-based compensation expense | 4.4 | 2.3 |
Bad debt expense, net | 1.4 | 0.4 |
Loss on disposals | 0.4 | 0 |
Depreciation and amortization | 29.6 | 24.3 |
Foreign currency gains, net | (0.9) | (1.7) |
Deferred income taxes | 0.6 | 0.6 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (27.4) | (46.8) |
Other receivables, net | 11.1 | 16.6 |
Inventories, net | 167.6 | 60 |
Deposits, prepayments and other non-current assets | (46.7) | (17.3) |
Accounts payable | 55 | 66.1 |
Cigarette and tobacco taxes payable | (56.6) | (1.8) |
Claims, accrued and other long-term liabilities | 7.6 | (12.9) |
Net cash provided by operating activities | 169.3 | 108 |
Cash flows from investing activities: | ||
Additions to property and equipment, net | (9.2) | (30.8) |
Capitalization of software and related development costs | (1.2) | (2.8) |
Net cash used in investing activities | (10.4) | (33.6) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facility | 867.5 | 616.2 |
Repayments under revolving credit facility | (1,015.7) | (731.7) |
Payments of financing costs | 0 | (1.8) |
Payments on capital leases | (1.3) | (1) |
Dividends paid | (9.3) | (8.4) |
Repurchases of common stock | (7.5) | 0 |
Tax withholdings related to net share settlements of restricted stock units | (1.4) | (3.6) |
Increase in book overdrafts | 0.1 | 56.9 |
Net cash used in financing activities | (167.6) | (73.4) |
Effects of changes in foreign exchange rates | 0.3 | (1.6) |
Change in cash and cash equivalents | (8.4) | (0.6) |
Cash and cash equivalents, beginning of period | 41.6 | 41.7 |
Cash and cash equivalents, end of period | 33.2 | 41.1 |
Cash received (paid) during the period for: | ||
Income taxes, net | 9.9 | (10.3) |
Interest, net | (5.9) | (3.1) |
Non-cash capital lease obligations incurred | 0.1 | 0.6 |
Unpaid property and equipment purchases included in accrued liabilities | 1.1 | 4.1 |
Non-cash adjustment between accounts receivable and accrued liabilities | $ 4.2 | $ 0 |
Summary of Company Information
Summary of Company Information | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Company Information | Summary of Company Information Business Core-Mark Holding Company, Inc., together with its subsidiaries (referred to herein as “the Company” or “Core-Mark”), is one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North America. The Company offers a full range of products, marketing programs and technology solutions to approximately 45,000 customer locations in the United States (“U.S.”) and Canada. The Company’s customers include traditional convenience stores, drug stores, big box or supercenter stores, grocery stores, liquor stores and other specialty and small format stores that carry convenience products. The Company’s product offering includes cigarettes, other tobacco products, alternative nicotine delivery products, candy, snacks, fast food, groceries, fresh products, dairy, bread, beverages, general merchandise and health and beauty care products. The Company operates a network of 32 distribution centers in the U.S. and Canada (excluding two distribution facilities it operates as a third-party logistics provider). Twenty-seven distribution centers are located in the U.S. and five |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated balance sheet as of June 30, 2018 , the unaudited condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 , and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017 , have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain footnotes and other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted. The unaudited condensed consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited financial statements, which are included in its 2017 Annual Report on Form 10-K filed with the SEC on March 1, 2018 . The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017 . The unaudited condensed consolidated interim financial statements include all adjustments necessary for the fair presentation of the Company's consolidated results of operations, financial position, comprehensive income and cash flows. Results for the interim periods are not necessarily indicative of results to be expected for the full year or any other future periods. All intercompany balances and transactions have been eliminated in the unaudited condensed consolidated interim financial statements. Certain prior period amounts included in the consolidated financial statements have been reclassified to conform to the current period presentation. Adoption of ASC 606 On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers : (Topic 606) ("ASU 2014-09"), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The Company adopted this pronouncement using the modified retrospective method effective January 1, 2018. Pursuant to Topic 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The Company reviewed the following areas: (i) presentation of certain items, including excise taxes on a gross or net basis; (ii) deferral and amortization of contract fulfillment costs; (iii) recognition of contract assets and liabilities for certain contracts that are performed but not completed; and (iv) timing of recognition of variable consideration received from vendors and paid to customers. The adoption of this pronouncement did not have any material impacts related to the above-noted areas, nor any impact to opening retained earnings as of January 1, 2018. Additionally, there were no material impacts on the amount and timing of revenue recognized in the Company's consolidated financial statements. Revenue Recognition A contract with a customer exists when a customer invoice is generated. The Company considers each item on an invoice as an individual performance obligation. The Company recognizes revenue for each performance obligation when ordered items are delivered, control is transferred, and legal right of ownership passes to the customer. The Company continues to include fees charged to customers for shipping and handling activities in net sales and the related costs in cost of goods sold upon transfer of control of ordered products to a customer. Revenues will also continue to be reported net of customer incentives, discounts and returns, including an allowance for estimated returns. The allowance for sales returns is calculated based on the Company’s returns experience, which has historically not been significant. The Company also earns management service fee revenue from operating third-party distribution centers belonging to certain customers. These revenues represented less than 1% of the Company's total net sales for the three and six months ended June 30, 2018 . Service fee revenue is recognized as earned on a monthly basis in accordance with the terms of the management service fee contracts and is included in net sales on the accompanying condensed consolidated statements of operations. See Note 12 - Segment and Geographic Information for the disaggregation of net sales for each of the two geographic areas in which the Company operates and also by major product category. Customers ’ Sales Incentives The Company also provides consideration to customers, such as sales allowances or discounts to its customers on a regular basis. Under ASU 2014-09, these customers’ sales incentives are recorded as a reduction to net sales as the sales incentive is earned by the customer. Customer sales incentives include volume-based rebates that are accounted for as variable consideration. Additionally, the Company may provide allowances for the customers' commitments to continue using Core-Mark as the supplier. These incentives are known as racking allowances. These allowances may be paid at the inception of the agreement or on a periodic basis. Allowances paid at the inception of the agreement are deferred and amortized over the period of the distribution agreement as a reduction to sales. Excise Taxes As part of the implementation of ASU 2014-09, the Company determined it is primarily responsible for collecting and remitting state, local and provincial excise taxes on cigarette and other tobacco products and will continue to present excise taxes as part of revenue and remittances as part of cost of goods sold. These excise taxes are a significant component of the Company’s net sales and cost of goods sold. Additionally, federal excise taxes are levied on the manufacturers who, in turn, pass the tax on to the Company as part of the product cost. As a result, federal excise taxes are not a component of the Company’s excise taxes. Contract Costs Under ASU 2014-09, contract costs such as future business expansion and integration costs with customers may be capitalized when they are considered to generate or enhance resources of the Company that will be used in satisfying its performance obligations in the future. These capitalized costs may include customer-specific hiring and training expenses and personnel-related customer information technology costs. Any capitalized costs will be amortized over the initial term of the customer agreement. Costs to obtain and fulfill customer contracts were not material as of January 1, 2018, or for the three and six months ended June 30, 2018 . Adoption of Other Accounting Pronouncements On March 10, 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Benefit Cost . The Company adopted this pronouncement effective January 1, 2018. The new guidance requires employers that sponsor defined benefit pension and other post retirement plans to present the service cost component of net benefit cost in the same income statement line item as other employee compensation costs arising from services rendered. The other components of the net periodic benefit cost must be presented separately from the line item that includes the service cost component and outside of the income from operations subtotal. Service cost will continue to be recognized in the Company’s consolidated statements of operations within selling, general and administrative expenses. This change had no impact on consolidated net income. The reclassification of other components of net periodic benefit costs were not material for the Company with the exception of the non-cash pension termination charge during the fourth quarter of 2017 related to the termination of the defined-benefit pension plan. The 2017 pension termination charge will be reclassified in the fourth quarter of 2018 from selling, general and administrative expenses to a new financial statement line item, “Pension Termination Charge.” On February 14, 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02 addresses the income tax accounting treatment of the stranded tax effects within other comprehensive income due to the newly enacted federal corporate tax rate included in the 2017 Tax Cuts and Jobs Act. The Company adopted this pronouncement on a prospective basis effective January 1, 2018 and it did not have a material impact for the Company. Additionally, ASU 2018-02 requires disclosure of the Company’s existing policy of releasing income tax effects from Accumulated Other Comprehensive Income as individual items are adjusted. Recent Accounting Standards or Updates Not Yet Effective On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which supersedes existing lease guidance. The new guidance requires lessees to recognize right-of-use assets and corresponding lease liabilities, which the Company believes will have a material impact on its consolidated balance sheets. The Company is currently evaluating the adoption of this ASU, including the impact it will have on its financial statements and internal controls, as well as several practical expedients which are permitted related to the adoption. In addition, the Company is in the process of implementing software to assist with future reporting. As of December 31, 2017, the Company had $363.9 million of minimum future lease commitments under non-cancelable lease agreements, which primarily pertain to warehouse facilities and vehicles. A substantial portion of these minimum future lease commitments will be subject to ASU 2016-02 once adopted. This standard is effective for annual periods beginning after December 15, 2018, although early adoption is permitted. The Company expects to adopt ASU 2016-02 in fiscal 2019 using the modified retrospective approach. On January 26, 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. ASU 2017-04 requires prospective application and is effective for annual periods beginning after December 15, 2019. ASU 2017-04 will require the Company to amend its methodology for determining any goodwill impairment calculations beginning in 2020. Concentration of Credit Risks Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments, accounts receivable and other receivables. The Company places its cash and cash equivalents in short-term instruments with high-quality financial institutions and limits the amount of credit exposure in any one financial instrument. The Company pursues amounts and incentives due from vendors in the normal course of business and is often allowed to deduct these amounts and incentives from payments made to vendors. A credit review is completed for new customers and ongoing credit evaluations of each customer’s financial condition are performed periodically, with reserves maintained for potential credit losses. Credit limits given to customers are based on a risk assessment of their ability to pay and other factors. Accounts receivable are typically not collateralized, but the Company may require prepayments or other guarantees whenever deemed necessary. Murphy U.S.A., the Company's largest customer, accounted for approximately 12% of the Company’s net sales for the three and six months ended June 30, 2018 and approximately 13% of the Company’s net sales for the three and six months ended June 30, 2017 . No other customers individually accounted for more than 10% of sales for these periods. No single customer accounted for 10% or more of the Company’s accounts receivables as of June 30, 2018 or December 31, 2017 |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On July 10, 2017 , the Company completed the acquisition of substantially all of the assets of Farner-Bocken Company ("Farner-Bocken"), a regional convenience wholesaler headquartered in Carroll, Iowa. The acquisition increased the Company’s market presence primarily in the Midwestern U.S. and has further enhanced the Company’s ability to cost effectively service national and regional retailers. The acquisition was accounted for as a business combination in accordance with ASC 805 - Business Combinations . The total purchase consideration was approximately $174.0 million , of which $169.0 million was paid at closing. The remaining $5.0 million indemnity holdback will be released in annual installments over two years from the date of the agreement, less amounts related to indemnification claims made pursuant to the purchase agreement, if any. In July 2018, the Company released $2.5 million as the first annual installment against the indemnity holdback. The acquisition was funded through borrowings under the Company's revolving credit facility. The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. The following table presents the assets acquired and liabilities assumed, based on their fair values and purchase consideration as of the acquisition date (in millions): July 10, 2017 Accounts receivable $ 43.2 Other receivables 0.4 Inventories 35.5 Deposits and prepayments 10.2 Property and equipment 43.1 Goodwill (tax deductible) 36.8 Other intangible assets 22.6 Less: Capital lease liability (15.8 ) Less: Accrued liabilities and other (2.0 ) Total consideration $ 174.0 Based on the valuation, intangible assets acquired include the following (in millions): Fair Value Useful Life in Years Customer relationships $ 19.7 9-11 Non-competition agreements 0.1 4-6 Trade names 2.8 1-2 Total other intangible assets $ 22.6 The results of Farner-Bocken's operations have been included in the Company’s unaudited condensed consolidated interim financial statements since the date of acquisition. Simultaneous with the closing of the acquisition, the Company executed a capital lease for a warehouse facility in Carroll, Iowa. The lease had an initial 15 year term and, as of June 30, 2018 , a capital lease obligation of $15.0 million |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories consist of the following (in millions): June 30, December 31, Inventories at FIFO, net of reserves $ 669.1 $ 841.0 Less: LIFO reserve (164.7 ) (151.9 ) Total inventories, net of reserves $ 504.4 $ 689.1 Cost of goods sold reflects the application of the last-in, first-out (“LIFO”) method of valuing inventories in the U.S. based upon estimated annual producer price indexes. Inventories in Canada are valued on a first-in, first-out (“FIFO”) basis, as LIFO is not a permitted inventory valuation method in Canada. During periods of rising prices, the LIFO method of costing inventories generally results in higher current costs being charged against income while lower costs are retained in inventories. Conversely, during periods of decreasing prices, the LIFO method of costing inventories generally results in lower current costs being charged against income and higher stated inventories. If the FIFO method had been used for valuing inventories in the U.S., inventories would have been approximately $164.7 million and $151.9 million higher as of June 30, 2018 and December 31, 2017 , respectively. The Company recorded LIFO expense of $6.9 million and $4.6 million for the three months ended June 30, 2018 and 2017 , respectively, and $12.8 million and $8.8 million |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt consists of the following (in millions): June 30, December 31, Amounts borrowed (Credit Facility) $ 340.0 $ 488.2 Obligations under capital leases 23.3 24.7 Total long-term debt $ 363.3 $ 512.9 The Company has a revolving credit facility (“Credit Facility”) with a capacity of $750.0 million as of June 30, 2018 , limited by a borrowing base consisting of eligible accounts receivable and inventories. The Credit Facility expires in March 2022 and has an expansion feature which permits an increase of $200.0 million , subject to borrowing-base requirements. All obligations under the Credit Facility are secured by first-priority liens on substantially all of the Company’s present and future assets. The terms of the Credit Facility permit prepayment without penalty at any time (subject to customary breakage costs with respect to London Interbank Offered Rate ("LIBOR") or Canadian Dollar Offered Rate ("CDOR") based loans prepaid prior to the end of an interest period). Amounts borrowed, outstanding letters of credit and amounts available to borrow, net of certain reserves required under the Credit Facility, were as follows (in millions): June 30, December 31, Amounts borrowed $ 340.0 $ 488.2 Outstanding letters of credit 16.8 14.2 Amounts available to borrow (1) 330.0 152.1 ___________________________________________ (1) Excluding expansion feature of $200.0 million . Average borrowings during the three and six months ended June 30, 2018 were $ 316.2 million and $ 388.7 million , respectively, with amounts borrowed at any one time outstanding ranging from $232.0 million to $575.0 million . For the three and six months ended June 30, 2017 , average borrowings were $223.7 million and $253.6 million , respectively, with amounts borrowed at any one time outstanding ranging from $165.0 million to $336.0 million . The weighted-average interest rates on the Credit Facility for the three and six months ended June 30, 2018 were 3.1% and 2.9% compared to 2.3% and 2.1% for the same periods in 2017 . The weighted-average interest rate is calculated based on the daily cost of borrowing, reflecting a blend of prime and LIBOR rates. The Company paid fees for unused facility and letter of credit participation, which are included in interest expense, of $0.3 million and $ 0.5 million during the three and six months ended June 30, 2018 , and $ 0.4 million and $ 0.6 million during the three and six months ended June 30, 2017 . The Company recorded charges related to amortization of debt issuance costs, which are included in interest expense, of $0.2 million and $ 0.4 million for the three and six months ended June 30, 2018 , respectively, compared to $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2017, respectively. Unamortized debt issuance costs were $2.9 million and $3.3 million as of June 30, 2018 and December 31, 2017 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Litigation |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes A reconciliation of the statutory federal income tax rate to the Company's effective income tax rate and income tax provision is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Federal income tax provision at the statutory rate $ 3.2 21.0 % $ 3.9 35.0 % $ 2.9 21.0 % $ 4.2 35.0 % State income taxes, net 0.8 5.0 0.4 3.4 0.6 4.8 0.4 3.0 Excess tax deficiency (benefit) from stock-based award payments — — — — 0.3 2.2 (1.5 ) (12.4 ) Other, net 0.4 2.6 — — 0.1 0.7 — — Provision for income taxes $ 4.4 28.6 % $ 4.3 38.4 % $ 3.9 28.7 % $ 3.1 25.6 % |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company sponsored a qualified defined-benefit pension plan and a post-retirement benefit plan ("the Pension Plans"). The Pension Plans were frozen as of September 30, 1986, and since then there have been no new entrants to the Pension Plans. As of December 31, 2017, the Company had settled its qualified defined-benefit plan through annuities, and as a result had no pension costs for the three and six months ended June 30, 2018 |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share The following table sets forth the computation of basic and diluted net income per common share (dollars and shares in millions, except per share amounts): Three Months Ended June 30, 2018 2017 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 11.0 46.0 $ 0.24 $ 6.9 46.3 $ 0.15 Effect of dilutive common share equivalents: Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 11.0 46.1 $ 0.24 $ 6.9 46.4 $ 0.15 ___________________________________________ (1) Basic and diluted income per share ("EPS") is calculated based on unrounded actual amounts. Six Months Ended June 30, 2018 2017 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 9.7 46.1 $ 0.21 $ 9.0 46.3 $ 0.20 Effect of dilutive common share equivalents: Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 9.7 46.2 $ 0.21 $ 9.0 46.4 $ 0.20 ___________________________________________ (1) Basic and diluted income per share ("EPS") is calculated based on unrounded actual amounts. The number of unvested common shares that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive were 424,354 and 486,269 , respectively, for the three and six months ended June 30, 2018 and 157,118 and 279,198 |
Stock-based Compensation Plans
Stock-based Compensation Plans | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Plans | Stock-based Compensation Plans Grant Activities During the six months ended June 30, 2018 and 2017 , the Company granted 317,420 and 167,586 time-vesting restricted stock units to employees and non-employee directors under the 2010 Long-Term Incentive Plan at a weighted-average grant date fair value of $23.77 and $38.77 , respectively. For the six months ended June 30, 2018 , the Company granted 175,581 performance-based restricted stock units to certain of its employees at a weighted-average grant date fair value of $23.78 . The 175,581 performance shares represent the maximum number that can be earned. The number of performance shares that employees ultimately earn will be based on the Company’s achievement of certain specified performance targets for the full year of 2018 , to be measured in early 2019 . For the six months ended June 30, 2017 , the Company granted 126,220 performance-based shares to certain of its employees at a weighted-average grant date fair value of $39.34 , of which none were ultimately earned, and the shares were consequently forfeited. Stock-based Compensation Cost Total stock-based compensation cost included in selling, general and administrative expenses was $2.5 million and $1.2 million for the three months ended June 30, 2018 and 2017 , respectively. During the six months ended June 30, 2018 and 2017 , the Company recognized stock compensation cost of $4.4 million and $2.3 million , respectively. Total unrecognized compensation cost related to unvested share-based compensation arrangements was $12.9 million at June 30, 2018 , which is expected to be recognized over a weighted-average period of 2.2 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Amendment to the Certificate of Incorporation On May 22, 2018, the Company's stockholders approved an amendment to the Certificate of Incorporation increasing the total number of authorized shares of common stock to 150,000,000 from 100,000,000 . Dividends The Board of Directors approved the following cash dividends in 2018 (in millions, except per share data): Declaration Date Dividends Per Share Record Date Cash Payment Amount Payment Date February 28, 2018 $0.10 March 12, 2018 $4.6 March 29, 2018 May 7, 2018 $0.10 May 24, 2018 $4.6 June 15, 2018 August 6, 2018 $0.10 August 28, 2018 N/A (1) September 14, 2018 ___________________________________________ (1) Amount will be determined based on common stock outstanding as of the record date. Repurchase of Common Stock On August 28, 2017 , the Company's Board of Directors authorized a new $40.0 million stock repurchase program (the "Program"). At the time of approval, the Company had $0.2 million remaining under its prior stock repurchase program, that was subsequently retired unused. The timing, price and volume of purchases under the Program are based on market conditions, cash and liquidity requirements, relevant securities laws and other factors. The Program may be discontinued or amended at any time. The Program has no expiration date and terminates when the amount authorized has been expended or the Board of Directors withdraws its authorization. As of June 30, 2018 , there was $30.3 million available for future share repurchases under the Program. The following table summarizes the Company's stock repurchase activities (in millions, except share and per share data): Three Months Ended Six Months Ended June 30, (1) June 30, (1) 2018 2017 2018 2017 Number of shares repurchased 232,817 — 356,108 — Average price per share $ 20.01 $ — $ 21.01 $ — Total repurchase costs $ 4.7 $ — $ 7.5 $ — ___________________________________________ (1) |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company identifies its operating segments based primarily on the way the Chief Operating Decision Maker (“CODM”) evaluates performance and makes decisions. The Chief Executive Officer of the Company has been identified as the CODM. From the perspective of the CODM, the Company is engaged primarily in the business of distributing packaged consumer products to convenience retail stores in the U.S. and Canada (collectively “North America”), which consists of customers that have similar characteristics. Therefore, the Company has determined that it has two operating segments, U.S. and Canada, that aggregate to one reportable segment. Additionally, the Company presents its segment reporting information based on business operations for each of the two geographic areas in which it operates and also by major product category. Information about the Company’s business operations based on geographic areas is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net sales: United States $ 3,821.0 $ 3,445.2 $ 7,283.3 $ 6,635.3 Canada 391.5 347.5 722.8 650.6 Corporate (1) 14.0 8.0 26.3 19.0 Total $ 4,226.5 $ 3,800.7 $ 8,032.4 $ 7,304.9 Income before income taxes: United States $ 25.0 $ 12.6 $ 28.8 $ 15.6 Canada 2.5 2.4 3.2 4.1 Corporate (2) (12.1 ) (3.8 ) (18.4 ) (7.6 ) Total $ 15.4 $ 11.2 $ 13.6 $ 12.1 Interest expense, net: United States $ 13.4 $ 10.6 $ 27.2 $ 21.5 Canada 0.2 0.2 0.5 0.4 Corporate (3) (10.2 ) (8.8 ) (20.5 ) (18.0 ) Total $ 3.4 $ 2.0 $ 7.2 $ 3.9 Depreciation and amortization: United States $ 10.5 $ 8.7 $ 20.7 $ 17.4 Canada 0.6 0.6 1.2 1.2 Corporate (4) 3.7 2.9 7.7 5.7 Total $ 14.8 $ 12.2 $ 29.6 $ 24.3 Capital expenditures: United States $ 2.1 $ 16.5 $ 8.5 $ 29.9 Canada 0.2 0.6 0.7 0.9 Total $ 2.3 $ 17.1 $ 9.2 $ 30.8 ___________________________________________ (1) Consists primarily of external sales made by the Company’s consolidating warehouses, management service fee revenue, allowance for sales returns and certain other sales adjustments. (2) Consists primarily of expenses and other income, such as corporate incentives and salaries, LIFO expense, health care costs, insurance and workers’ compensation adjustments, elimination of overhead allocations and foreign exchange gains or losses. (3) Consists primarily of intercompany eliminations for interest. (4) Consists primarily of depreciation for the consolidation centers and amortization of intangible assets. Consolidation centers buy products from the Company’s suppliers in bulk quantities and then redistribute the products to many of its other distribution centers. Identifiable assets by geographic area are as follows (in millions): June 30, December 31, 2017 (1) Identifiable assets: United States $ 1,515.8 $ 1,630.9 Canada 112.0 151.6 Total $ 1,627.8 $ 1,782.5 ___________________________________________ (1) Subsequent to the issuance of the financial statements for the year ended December 31, 2017 , the Company identified an error in the previously reported identifiable assets between United States and Canada as of December 31, 2017 , which were previously reported as $1,510.5 million and $272.0 million , respectively. The Company has corrected the allocation of the prior period amounts in the table above. The correction was made in Q1 2018 and did not change previously reported total assets as of December 31, 2017 . The net sales mix for the Company’s primary product categories is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, Product Category 2018 2017 2018 2017 Cigarettes $ 2,842.7 $ 2,666.2 $ 5,380.2 $ 5,152.9 Food 426.9 363.3 818.4 698.3 Fresh 121.4 102.5 232.3 200.1 Candy 259.9 199.5 501.2 352.2 Other tobacco products 360.9 303.2 691.4 581.9 Health, beauty & general 160.5 118.0 312.0 236.1 Beverages 53.3 48.4 92.4 83.9 Equipment/other 0.9 (0.4 ) 4.5 (0.5 ) Total food/non-food products 1,383.8 1,134.5 2,652.2 2,152.0 Total net sales $ 4,226.5 $ 3,800.7 $ 8,032.4 $ 7,304.9 |
Basis of Presentation and Pri19
Basis of Presentation and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited condensed consolidated balance sheet as of June 30, 2018 , the unaudited condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 , and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017 , have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain footnotes and other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted. The unaudited condensed consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited financial statements, which are included in its 2017 Annual Report on Form 10-K filed with the SEC on March 1, 2018 . The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017 . |
Principles of Consolidation | All intercompany balances and transactions have been eliminated in the unaudited condensed consolidated interim financial statements. |
Reclassification | Certain prior period amounts included in the consolidated financial statements have been reclassified to conform to the current period presentation. |
Revenue Recognition, Customers' Sales Incentives, Excise Taxes, and Contract Costs | Revenue Recognition A contract with a customer exists when a customer invoice is generated. The Company considers each item on an invoice as an individual performance obligation. The Company recognizes revenue for each performance obligation when ordered items are delivered, control is transferred, and legal right of ownership passes to the customer. The Company continues to include fees charged to customers for shipping and handling activities in net sales and the related costs in cost of goods sold upon transfer of control of ordered products to a customer. Revenues will also continue to be reported net of customer incentives, discounts and returns, including an allowance for estimated returns. The allowance for sales returns is calculated based on the Company’s returns experience, which has historically not been significant. The Company also earns management service fee revenue from operating third-party distribution centers belonging to certain customers. These revenues represented less than 1% of the Company's total net sales for the three and six months ended June 30, 2018 . Service fee revenue is recognized as earned on a monthly basis in accordance with the terms of the management service fee contracts and is included in net sales on the accompanying condensed consolidated statements of operations. See Note 12 - Segment and Geographic Information for the disaggregation of net sales for each of the two geographic areas in which the Company operates and also by major product category. Customers ’ Sales Incentives The Company also provides consideration to customers, such as sales allowances or discounts to its customers on a regular basis. Under ASU 2014-09, these customers’ sales incentives are recorded as a reduction to net sales as the sales incentive is earned by the customer. Customer sales incentives include volume-based rebates that are accounted for as variable consideration. Additionally, the Company may provide allowances for the customers' commitments to continue using Core-Mark as the supplier. These incentives are known as racking allowances. These allowances may be paid at the inception of the agreement or on a periodic basis. Allowances paid at the inception of the agreement are deferred and amortized over the period of the distribution agreement as a reduction to sales. Excise Taxes As part of the implementation of ASU 2014-09, the Company determined it is primarily responsible for collecting and remitting state, local and provincial excise taxes on cigarette and other tobacco products and will continue to present excise taxes as part of revenue and remittances as part of cost of goods sold. These excise taxes are a significant component of the Company’s net sales and cost of goods sold. Additionally, federal excise taxes are levied on the manufacturers who, in turn, pass the tax on to the Company as part of the product cost. As a result, federal excise taxes are not a component of the Company’s excise taxes. Contract Costs Under ASU 2014-09, contract costs such as future business expansion and integration costs with customers may be capitalized when they are considered to generate or enhance resources of the Company that will be used in satisfying its performance obligations in the future. These capitalized costs may include customer-specific hiring and training expenses and personnel-related customer information technology costs. Any capitalized costs will be amortized over the initial term of the customer agreement. Costs to obtain and fulfill customer contracts were not material as of January 1, 2018, or for the three and six months ended June 30, 2018 |
Adoption of ASC 606, Adoption of Other Accounting Pronouncements, and Recent Accounting Standards or Updates Not Yet Effective | Adoption of Other Accounting Pronouncements On March 10, 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Benefit Cost . The Company adopted this pronouncement effective January 1, 2018. The new guidance requires employers that sponsor defined benefit pension and other post retirement plans to present the service cost component of net benefit cost in the same income statement line item as other employee compensation costs arising from services rendered. The other components of the net periodic benefit cost must be presented separately from the line item that includes the service cost component and outside of the income from operations subtotal. Service cost will continue to be recognized in the Company’s consolidated statements of operations within selling, general and administrative expenses. This change had no impact on consolidated net income. The reclassification of other components of net periodic benefit costs were not material for the Company with the exception of the non-cash pension termination charge during the fourth quarter of 2017 related to the termination of the defined-benefit pension plan. The 2017 pension termination charge will be reclassified in the fourth quarter of 2018 from selling, general and administrative expenses to a new financial statement line item, “Pension Termination Charge.” On February 14, 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02 addresses the income tax accounting treatment of the stranded tax effects within other comprehensive income due to the newly enacted federal corporate tax rate included in the 2017 Tax Cuts and Jobs Act. The Company adopted this pronouncement on a prospective basis effective January 1, 2018 and it did not have a material impact for the Company. Additionally, ASU 2018-02 requires disclosure of the Company’s existing policy of releasing income tax effects from Accumulated Other Comprehensive Income as individual items are adjusted. Recent Accounting Standards or Updates Not Yet Effective On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which supersedes existing lease guidance. The new guidance requires lessees to recognize right-of-use assets and corresponding lease liabilities, which the Company believes will have a material impact on its consolidated balance sheets. The Company is currently evaluating the adoption of this ASU, including the impact it will have on its financial statements and internal controls, as well as several practical expedients which are permitted related to the adoption. In addition, the Company is in the process of implementing software to assist with future reporting. As of December 31, 2017, the Company had $363.9 million of minimum future lease commitments under non-cancelable lease agreements, which primarily pertain to warehouse facilities and vehicles. A substantial portion of these minimum future lease commitments will be subject to ASU 2016-02 once adopted. This standard is effective for annual periods beginning after December 15, 2018, although early adoption is permitted. The Company expects to adopt ASU 2016-02 in fiscal 2019 using the modified retrospective approach. On January 26, 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers : (Topic 606) |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments, accounts receivable and other receivables. The Company places its cash and cash equivalents in short-term instruments with high-quality financial institutions and limits the amount of credit exposure in any one financial instrument. The Company pursues amounts and incentives due from vendors in the normal course of business and is often allowed to deduct these amounts and incentives from payments made to vendors. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the assets acquired and liabilities assumed, based on their fair values and purchase consideration as of the acquisition date (in millions): July 10, 2017 Accounts receivable $ 43.2 Other receivables 0.4 Inventories 35.5 Deposits and prepayments 10.2 Property and equipment 43.1 Goodwill (tax deductible) 36.8 Other intangible assets 22.6 Less: Capital lease liability (15.8 ) Less: Accrued liabilities and other (2.0 ) Total consideration $ 174.0 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Based on the valuation, intangible assets acquired include the following (in millions): Fair Value Useful Life in Years Customer relationships $ 19.7 9-11 Non-competition agreements 0.1 4-6 Trade names 2.8 1-2 Total other intangible assets $ 22.6 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in millions): June 30, December 31, Inventories at FIFO, net of reserves $ 669.1 $ 841.0 Less: LIFO reserve (164.7 ) (151.9 ) Total inventories, net of reserves $ 504.4 $ 689.1 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following (in millions): June 30, December 31, Amounts borrowed (Credit Facility) $ 340.0 $ 488.2 Obligations under capital leases 23.3 24.7 Total long-term debt $ 363.3 $ 512.9 June 30, December 31, Amounts borrowed $ 340.0 $ 488.2 Outstanding letters of credit 16.8 14.2 Amounts available to borrow (1) 330.0 152.1 ___________________________________________ (1) Excluding expansion feature of $200.0 million |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company's effective income tax rate and income tax provision is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Federal income tax provision at the statutory rate $ 3.2 21.0 % $ 3.9 35.0 % $ 2.9 21.0 % $ 4.2 35.0 % State income taxes, net 0.8 5.0 0.4 3.4 0.6 4.8 0.4 3.0 Excess tax deficiency (benefit) from stock-based award payments — — — — 0.3 2.2 (1.5 ) (12.4 ) Other, net 0.4 2.6 — — 0.1 0.7 — — Provision for income taxes $ 4.4 28.6 % $ 4.3 38.4 % $ 3.9 28.7 % $ 3.1 25.6 % |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Common Share | The following table sets forth the computation of basic and diluted net income per common share (dollars and shares in millions, except per share amounts): Three Months Ended June 30, 2018 2017 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 11.0 46.0 $ 0.24 $ 6.9 46.3 $ 0.15 Effect of dilutive common share equivalents: Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 11.0 46.1 $ 0.24 $ 6.9 46.4 $ 0.15 ___________________________________________ (1) Basic and diluted income per share ("EPS") is calculated based on unrounded actual amounts. Six Months Ended June 30, 2018 2017 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 9.7 46.1 $ 0.21 $ 9.0 46.3 $ 0.20 Effect of dilutive common share equivalents: Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 9.7 46.2 $ 0.21 $ 9.0 46.4 $ 0.20 ___________________________________________ (1) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Dividends | The Board of Directors approved the following cash dividends in 2018 (in millions, except per share data): Declaration Date Dividends Per Share Record Date Cash Payment Amount Payment Date February 28, 2018 $0.10 March 12, 2018 $4.6 March 29, 2018 May 7, 2018 $0.10 May 24, 2018 $4.6 June 15, 2018 August 6, 2018 $0.10 August 28, 2018 N/A (1) September 14, 2018 ___________________________________________ (1) |
Schedule of Stock Repurchase Activities | The following table summarizes the Company's stock repurchase activities (in millions, except share and per share data): Three Months Ended Six Months Ended June 30, (1) June 30, (1) 2018 2017 2018 2017 Number of shares repurchased 232,817 — 356,108 — Average price per share $ 20.01 $ — $ 21.01 $ — Total repurchase costs $ 4.7 $ — $ 7.5 $ — ___________________________________________ (1) |
Segment and Geographic Inform26
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Business Operations Based on Geographic Area | Information about the Company’s business operations based on geographic areas is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net sales: United States $ 3,821.0 $ 3,445.2 $ 7,283.3 $ 6,635.3 Canada 391.5 347.5 722.8 650.6 Corporate (1) 14.0 8.0 26.3 19.0 Total $ 4,226.5 $ 3,800.7 $ 8,032.4 $ 7,304.9 Income before income taxes: United States $ 25.0 $ 12.6 $ 28.8 $ 15.6 Canada 2.5 2.4 3.2 4.1 Corporate (2) (12.1 ) (3.8 ) (18.4 ) (7.6 ) Total $ 15.4 $ 11.2 $ 13.6 $ 12.1 Interest expense, net: United States $ 13.4 $ 10.6 $ 27.2 $ 21.5 Canada 0.2 0.2 0.5 0.4 Corporate (3) (10.2 ) (8.8 ) (20.5 ) (18.0 ) Total $ 3.4 $ 2.0 $ 7.2 $ 3.9 Depreciation and amortization: United States $ 10.5 $ 8.7 $ 20.7 $ 17.4 Canada 0.6 0.6 1.2 1.2 Corporate (4) 3.7 2.9 7.7 5.7 Total $ 14.8 $ 12.2 $ 29.6 $ 24.3 Capital expenditures: United States $ 2.1 $ 16.5 $ 8.5 $ 29.9 Canada 0.2 0.6 0.7 0.9 Total $ 2.3 $ 17.1 $ 9.2 $ 30.8 ___________________________________________ (1) Consists primarily of external sales made by the Company’s consolidating warehouses, management service fee revenue, allowance for sales returns and certain other sales adjustments. (2) Consists primarily of expenses and other income, such as corporate incentives and salaries, LIFO expense, health care costs, insurance and workers’ compensation adjustments, elimination of overhead allocations and foreign exchange gains or losses. (3) Consists primarily of intercompany eliminations for interest. (4) Consists primarily of depreciation for the consolidation centers and amortization of intangible assets. Consolidation centers buy products from the Company’s suppliers in bulk quantities and then redistribute the products to many of its other distribution centers. Identifiable assets by geographic area are as follows (in millions): June 30, December 31, 2017 (1) Identifiable assets: United States $ 1,515.8 $ 1,630.9 Canada 112.0 151.6 Total $ 1,627.8 $ 1,782.5 ___________________________________________ (1) Subsequent to the issuance of the financial statements for the year ended December 31, 2017 , the Company identified an error in the previously reported identifiable assets between United States and Canada as of December 31, 2017 , which were previously reported as $1,510.5 million and $272.0 million , respectively. The Company has corrected the allocation of the prior period amounts in the table above. The correction was made in Q1 2018 and did not change previously reported total assets as of December 31, 2017 . |
Schedule of Net Sales Mix for Primary Product Categories | The net sales mix for the Company’s primary product categories is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, Product Category 2018 2017 2018 2017 Cigarettes $ 2,842.7 $ 2,666.2 $ 5,380.2 $ 5,152.9 Food 426.9 363.3 818.4 698.3 Fresh 121.4 102.5 232.3 200.1 Candy 259.9 199.5 501.2 352.2 Other tobacco products 360.9 303.2 691.4 581.9 Health, beauty & general 160.5 118.0 312.0 236.1 Beverages 53.3 48.4 92.4 83.9 Equipment/other 0.9 (0.4 ) 4.5 (0.5 ) Total food/non-food products 1,383.8 1,134.5 2,652.2 2,152.0 Total net sales $ 4,226.5 $ 3,800.7 $ 8,032.4 $ 7,304.9 |
Summary of Company Information
Summary of Company Information (Details) location in Thousands | Jun. 30, 2018centerlocationfacility |
Revenue from External Customer [Line Items] | |
Number of customer locations | location | 45 |
Number of distribution centers | 32 |
Number of distribution facilities operating as a third party logistics provider | facility | 2 |
United States | |
Revenue from External Customer [Line Items] | |
Number of distribution centers | 27 |
Canada | |
Revenue from External Customer [Line Items] | |
Number of distribution centers | 5 |
Basis of Presentation and Pri28
Basis of Presentation and Principles of Consolidation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | |||||
Operating leases, future minimum payments due | $ 363.9 | ||||
Management service fee revenue as a percentage of total net sales, less than 1% | 1.00% | 1.00% | |||
Net sales | Customer Concentration Risk | Murphy USA | |||||
Concentration Risk [Line Items] | |||||
Major customer percentage of net sales | 12.00% | 13.00% | 12.00% | 13.00% |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Millions | Jul. 10, 2017 | Jul. 31, 2018 | Jun. 30, 2018 |
Business Acquisition [Line Items] | |||
Capital lease obligation term | 15 years | ||
Farner-Bocken Company | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 174 | ||
Cash paid at closing | 169 | ||
Indemnification holdback installment | $ 5 | ||
Indemnity holdback annual installment period | 2 years | ||
Capital lease obligations | $ 15 | ||
Subsequent Event | Farner-Bocken Company | |||
Business Acquisition [Line Items] | |||
Indemnification holdback installment | $ 2.5 |
Acquisition - Assets Acquired a
Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | Jul. 10, 2017 |
Business Acquisition [Line Items] | |||
Goodwill (tax deductible) | $ 72.8 | $ 72.8 | |
Farner-Bocken Company | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 43.2 | ||
Other receivables | 0.4 | ||
Inventories | 35.5 | ||
Deposits and prepayments | 10.2 | ||
Property and equipment | 43.1 | ||
Goodwill (tax deductible) | 36.8 | ||
Other intangible assets | 22.6 | ||
Less: Capital lease liability | (15.8) | ||
Less: Accrued liabilities and other | (2) | ||
Total consideration | $ 174 |
Acquisition - Intangible Assets
Acquisition - Intangible Assets Acquired (Details) $ in Millions | Jul. 10, 2017USD ($) |
Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Fair Value | $ 22.6 |
Customer relationships | Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Fair Value | $ 19.7 |
Customer relationships | Minimum | Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Useful Life in Years | 9 years |
Customer relationships | Maximum | Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Useful Life in Years | 11 years |
Non-competition agreements | Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Fair Value | $ 0.1 |
Non-competition agreements | Minimum | Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Useful Life in Years | 4 years |
Non-competition agreements | Maximum | Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Useful Life in Years | 6 years |
Trade names | Farner-Bocken Company | |
Business Acquisition [Line Items] | |
Fair Value | $ 2.8 |
Trade names | Minimum | |
Business Acquisition [Line Items] | |
Useful Life in Years | 1 year |
Trade names | Maximum | |
Business Acquisition [Line Items] | |
Useful Life in Years | 2 years |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Inventory [Line Items] | |||||
Inventories at FIFO, net of reserves | $ 669.1 | $ 669.1 | $ 841 | ||
Less: LIFO reserve | (164.7) | (164.7) | (151.9) | ||
Total inventories, net of reserves | 504.4 | 504.4 | 689.1 | ||
LIFO expense | 6.9 | $ 4.6 | 12.8 | $ 8.8 | |
United States | |||||
Inventory [Line Items] | |||||
Less: LIFO reserve | $ (164.7) | $ (164.7) | $ (151.9) |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Amounts borrowed | $ 363,300,000 | $ 512,900,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, potential additional borrowing capacity | 200,000,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Amounts borrowed | 340,000,000 | 488,200,000 |
Outstanding letters of credit | 16,800,000 | 14,200,000 |
Amounts available to borrow | 330,000,000 | 152,100,000 |
Obligations under capital leases | ||
Debt Instrument [Line Items] | ||
Amounts borrowed | $ 23,300,000 | $ 24,700,000 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 400,000 | $ 400,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, maximum borrowing capacity | $ 750,000,000 | 750,000,000 | |||
Revolving credit facility, potential additional borrowing capacity | 200,000,000 | 200,000,000 | |||
Revolving credit facility, average borrowings | $ 316,200,000 | $ 223,700,000 | 388,700,000 | 253,600,000 | |
Minimum amount borrowed at any one time outstanding | 232,000,000 | 165,000,000 | |||
Maximum amount borrow at any one time outstanding | $ 575,000,000 | $ 336,000,000 | |||
Revolving credit facility, weighted-average interest rate (percent) | 3.10% | 2.30% | 2.90% | 2.10% | |
Total unused facility fees and letter of credit participation fees | $ 300,000 | $ 400,000 | $ 500,000 | $ 600,000 | |
Amortization of debt issuance costs | 200,000 | $ 200,000 | 400,000 | $ 400,000 | |
Unamortized debt issuance costs | $ 2,900,000 | $ 2,900,000 | $ 3,300,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Federal income tax provision at the statutory rate | $ 3.2 | $ 3.9 | $ 2.9 | $ 4.2 |
State income taxes, net | 0.8 | 0.4 | 0.6 | 0.4 |
Excess tax deficiency (benefit) from stock-based award payments | 0 | 0 | 0.3 | (1.5) |
Other, net | 0.4 | 0 | 0.1 | 0 |
Provision for income taxes | $ 4.4 | $ 4.3 | $ 3.9 | $ 3.1 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Federal income tax provision at the statutory rate | 21.00% | 35.00% | 21.00% | 35.00% |
State income taxes, net | 5.00% | 3.40% | 4.80% | 3.00% |
Excess tax deficiency (benefit) from stock-based award payments | 0.00% | 0.00% | 2.20% | (12.40%) |
Other, net | 2.60% | 0.00% | 0.70% | 0.00% |
Provision for income taxes | 28.60% | 38.40% | 28.70% | 25.60% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)entrant | Jun. 30, 2018USD ($)entrant | |
Defined Benefit Plan Disclosure [Line Items] | ||
Number of new entrants after pension plans were frozen | entrant | 0 | 0 |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension costs | $ | $ 0 | $ 0 |
Net Income Per Share - Computat
Net Income Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income, basic EPS | $ 11 | $ 6.9 | $ 9.7 | $ 9 |
Weighted-average shares outstanding, basic EPS (in shares) | 46 | 46.3 | 46.1 | 46.3 |
Net income per common share, basic EPS (in dollars per share) | $ 0.24 | $ 0.15 | $ 0.21 | $ 0.20 |
Effect of dilutive common share equivalents: | ||||
Net income, diluted EPS | $ 11 | $ 6.9 | $ 9.7 | $ 9 |
Weighted-average shares outstanding, diluted EPS (in shares) | 46.1 | 46.4 | 46.2 | 46.4 |
Diluted income per share (in dollars per share) | $ 0.24 | $ 0.15 | $ 0.21 | $ 0.20 |
Performance Shares | ||||
Effect of dilutive common share equivalents: | ||||
Incremental common shares attributable to share-based payment arrangements (in shares) | 0.1 | 0.1 | 0.1 | 0.1 |
Net income per common share, share-based payment arrangements (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Net Income Per Share - Narrativ
Net Income Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive securities not included in the computation of diluted earnings per share (in shares) | 424,354 | 157,118 | 486,269 | 279,198 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation cost | $ 2.5 | $ 1.2 | $ 4.4 | $ 2.3 |
Total unrecognized compensation cost related to non-vested share-based compensation arrangements | $ 12.9 | $ 12.9 | ||
Compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, number of shares (in shares) | 317,420 | 167,586 | ||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 23.77 | $ 38.77 | ||
Performance-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, number of shares (in shares) | 175,581 | 126,220 | ||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 23.78 | $ 39.34 | ||
Shares earned (in shares) | 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Jun. 30, 2018 | May 22, 2018 | Dec. 31, 2017 | Aug. 28, 2017 |
Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 100,000,000 | |
Authorized increase to stock repurchase plan | $ 40,000,000 | |||
Common stock available for future share repurchases, amount | $ 30,300,000 | $ 200,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 06, 2018 | Jun. 15, 2018 | May 07, 2018 | Mar. 29, 2018 | Feb. 28, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Class of Stock [Line Items] | |||||||||
Dividends per share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.09 | $ 0.20 | $ 0.18 | |||
Cash payment amount | $ 4.6 | $ 4.6 | $ 9.3 | $ 8.4 | |||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends per share (in dollars per share) | $ 0.10 |
Stockholders' Equity - Repurcha
Stockholders' Equity - Repurchase Activities (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Equity [Abstract] | ||||
Number of shares repurchased (in shares) | 232,817 | 0 | 356,108 | 0 |
Average price per share (in dollars per share) | $ 20.01 | $ 0 | $ 21.01 | $ 0 |
Total repurchase costs | $ 4.7 | $ 0 | $ 7.5 | $ 0 |
Segment and Geographic Inform43
Segment and Geographic Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2018SegmentArea | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 1 |
Number of geographic operating areas | Area | 2 |
Segment and Geographic Inform44
Segment and Geographic Information - Information by Geographic Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 4,226.5 | $ 3,800.7 | $ 8,032.4 | $ 7,304.9 |
Income before income taxes | 15.4 | 11.2 | 13.6 | 12.1 |
Interest expense, net | 3.4 | 2 | 7.2 | 3.9 |
Depreciation and amortization | 14.8 | 12.2 | 29.6 | 24.3 |
Capital expenditures | 2.3 | 17.1 | 9.2 | 30.8 |
Operating Segment | United States Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3,821 | 3,445.2 | 7,283.3 | 6,635.3 |
Income before income taxes | 25 | 12.6 | 28.8 | 15.6 |
Interest expense, net | 13.4 | 10.6 | 27.2 | 21.5 |
Depreciation and amortization | 10.5 | 8.7 | 20.7 | 17.4 |
Capital expenditures | 2.1 | 16.5 | 8.5 | 29.9 |
Operating Segment | Canada Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 391.5 | 347.5 | 722.8 | 650.6 |
Income before income taxes | 2.5 | 2.4 | 3.2 | 4.1 |
Interest expense, net | 0.2 | 0.2 | 0.5 | 0.4 |
Depreciation and amortization | 0.6 | 0.6 | 1.2 | 1.2 |
Capital expenditures | 0.2 | 0.6 | 0.7 | 0.9 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 14 | 8 | 26.3 | 19 |
Income before income taxes | (12.1) | (3.8) | (18.4) | (7.6) |
Interest expense, net | (10.2) | (8.8) | (20.5) | (18) |
Depreciation and amortization | $ 3.7 | $ 2.9 | $ 7.7 | $ 5.7 |
Segment and Geographic Inform45
Segment and Geographic Information - Identifiable Assets (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Identifiable assets: | ||
Identifiable assets | $ 1,627.8 | $ 1,782.5 |
United States | ||
Identifiable assets: | ||
Identifiable assets | 1,515.8 | 1,630.9 |
Canada | ||
Identifiable assets: | ||
Identifiable assets | $ 112 | 151.6 |
Previously Reported | United States | ||
Identifiable assets: | ||
Identifiable assets | 1,510.5 | |
Previously Reported | Canada | ||
Identifiable assets: | ||
Identifiable assets | $ 272 |
Segment and Geographic Inform46
Segment and Geographic Information - Net Sales Mix By Primary Product Categories (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 4,226.5 | $ 3,800.7 | $ 8,032.4 | $ 7,304.9 |
Cigarettes | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 2,842.7 | 2,666.2 | 5,380.2 | 5,152.9 |
Food | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 426.9 | 363.3 | 818.4 | 698.3 |
Fresh | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 121.4 | 102.5 | 232.3 | 200.1 |
Candy | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 259.9 | 199.5 | 501.2 | 352.2 |
Other tobacco products | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 360.9 | 303.2 | 691.4 | 581.9 |
Health, beauty & general | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 160.5 | 118 | 312 | 236.1 |
Beverages | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 53.3 | 48.4 | 92.4 | 83.9 |
Equipment/other | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 0.9 | (0.4) | 4.5 | (0.5) |
Total food/non-food products | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 1,383.8 | $ 1,134.5 | $ 2,652.2 | $ 2,152 |