2012 Annual Report
$8,500
$7,500
$6,500
$5,500
$4,500
$3,500
$2,500
$120
$105
$90
$75
$60
$45
$30
Core-Mark Annual Net Sales
Annual Net Sales with & without Excise Taxes ($M)
CAGR 10%
$8,892
$8,115
2012 Highlights:
• Revenue Growth
of ~10% to $8.9 Billion
• Remaining Gross
Profits Increased 10%
$7,267
$5,510
$6,532
$5,016
$6,045
$4,571
$6,905
$6,163
• Diluted EPS Increased 30.5%;
Diluted EPS excluding LIFO
Expense, up 12%
2008
2009
2010
2011
2012
• Adjusted EBITDA up 9.7%
Total Net Sales
Net Sales Less Excise Tax
• Strong Balance Sheet
& Free Cash Flows
Please refer to the full 10-K for defined terms
Adjusted EBITDA*
*Excludes LIFO Expense ($M)
CAGR 13%
$95.5
$100.8
$91.9
$62.4
$70.0
2008
2009
2010
2011
2012
Adjusted EBITDA
Non-Cig Holding Gain
Cig Holding Gain
Letter to Shareholders
Dear Shareholders,
I feel very fortunate to have been promoted to CEO at a time when the Company is in
such a healthy position as we enter our 125th year in this business. I believe we have
the right strategies and management team to lead us as we continue to take market
share and create innovative ways to increase our customers’ profits. I am very thankful
to Michael Walsh, the former CEO, for all that he has done for this organization, and I
think the shareholders feel the same way. It is now my responsibility to continue this
legacy and take it to the next level. I embrace that challenge.
Strategy
Our four primary objectives continue to be to increase our market share, our profits
and our importance to the marketplace by providing our valued customers the
products and services that enable them to grow their profits and enhance their
offerings to the consumer.
Our Vendor Consolidation Initiative (VCI) program, which we established several
years ago, is designed to reduce costs in our customers’ highly fragmented and
inefficient supply chain. This program greatly reduces the inefficiencies and the
costs of deliveries to the retailer and also reduces the customers’ investments in
inventories and out of stocks. In 2012 we developed a VCI analytical tool for the
independent retailer which will enables our sales force to individualize participation
in VCI. We believe this will greatly increase the number of independent store
owners participating in this VCI program.
Our second important initiative, which builds on our first, is our “Fresh” program.
This program provides our customers the ability to offer fresh and healthy foods
to the consumer. We believe there is an increasing trend among consumers to
purchase high-quality fresh foods from convenience and other channels. In order
to satisfy this demand, we have invested significant capital in our refrigerated infra-
structure over the last several years, giving us the ability to deliver a wide range of
chilled items. For both the retailer and wholesaler, these chilled products are more
profitable than other traditional categories.
In 2011 we developed our third strategy called Focused Marketing Initiative (FMI).
This program provides a detailed store analysis and allows us to be the business
consultant and category manager for the single store owner. The profit impacts for
the stores that have participated in this program have been substantial, and the
program has significantly increased our sales in those stores.
Our final key strategic initiative is focused primarily on growing market share by
expanding our footprint in the East where convenience store density is high.
We intend to meet this objective through the acquisition of selected wholesale
distributors. We completed our fifth acquisition in December of 2012.
Continue on next page
Letter to Shareholders continued
Results & Financial Strengths
Overall, we are very pleased with our record revenues in 2012, which grew at about 10%. Non-cigarette sales increased at
nearly 15%, while cigarette sales increased about half that rate. Same store non-cigarettes increased at a healthy pace while
same store cartons were down approximately in-line with the industry.
Gross profit dollars, after the normal adjustments, were up about 10%. We think this is pretty impressive when you consider
the significant decrease in non-cigarette inventory holding gains this year compared to the previous year. More importantly,
gross profit margins improved substantially in the fourth quarter as we lapped the Southeastern expansion. Our operating
expenses, as a percentage to sales, were essentially flat for the year once adjusted for unusual items.
Adjusted EBITDA, ended the year at our guidance of $102mm, excluding the startup costs associated with our most recent
acquisition. The 10% EBITDA growth was driven by strong revenue and increases in non-cigarette gross profit dollars. This was
the largest EBITDA profit the Company has posted in its history and an important milestone for the organization. Similarly
Diluted EPS, excluding LIFO expense, grew 12% driven by the same factors.
Equally important, we continue to generate a healthy level of cash, more than ample to fund our working capital needs and
our capital expenditures. Our primary intention for the use of our excess cash is to fund the purchase of acquisitions, but our
secondary intention is to further increase shareholder value through our dividend and share repurchase programs.
The Company remains financially strong and well positioned to capitalize on value opportunities.
The Year Ahead
In 2013, we expect at least 10% increase in both our revenues and profits. Revenues are expected to approach $10 billion
while Adjusted EBITDA is expected to exceed $112mm-both new records for the Company. Contributions from our most
recent acquisition, market share gains and inflation are all expected to increase our sales and profits in 2013. We will continue
to focus on improving our profits as well as those of our customers and maintain our competitive advantage in the market
place that we serve. We appreciate your support.
Thomas B. Perkins
President and Chief Executive Officer
Today, we are motivated by three basic values:
Grow our customers’ sales profitably.
Make it easy for our customers to do business with us.
Do the distribution fundamentals well.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Annual Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2012
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FORM 10-K
For the transition period from to .
Commission File Number: 000-51515
CORE-MARK HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
395 Oyster Point Boulevard, Suite 415
South San Francisco, California 94080
(Address of Principal Executive Offices, including Zip Code)
20-1489747
(I.R.S. Employer Identification No.)
(650) 589-9445
(Registrant's Telephone Number, including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
No
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 29, 2012,
the last business day of the registrant's most recently completed second fiscal quarter: $537,841,165
No
As of February 28, 2013, the registrant had 11,500,301 shares of its common stock outstanding.
The information called for by Part III of this Form 10-K will be included in an amendment to this Form 10-K or incorporated by
reference to the registrant's 2013 definitive proxy statement to be filed pursuant to Regulation 14A.
DOCUMENTS INCORPORATED BY REFERENCE
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2012
TABLE OF CONTENTS
PART I
ITEM 1.
BUSINESS
ITEM 1.A.
RISK FACTORS
ITEM 1.B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
PROPERTIES
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4.
MINE SAFETY DISCLOSURES
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7.A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9.A.
CONTROLS AND PROCEDURES
ITEM 9.B.
OTHER INFORMATION
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Page
1
10
17
17
17
17
18
21
23
43
44
81
81
81
82
82
82
82
82
83
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this Annual Report on Form 10-K that are not statements of historical fact are forward-looking statements
made pursuant to the safe-harbor provisions of the Exchange Act of 1934 and the Securities Act of 1933.
Forward-looking statements in some cases can be identified by the use of words such as “may,” “will,” “should,” “potential,”
“intend,” “expect,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “would,” “project,” “predict,” “continue,” “plan,”
“propose” or other similar words or expressions. Forward-looking statements are made only as of the date of this Form 10-K and
are based on our current intent, beliefs, plans and expectations. They involve risks and uncertainties that could cause actual results
to differ materially from historical results or those described in or implied by such forward-looking statements.
A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such
forward-looking statements is included in Part I, Item 1A, “Risk Factors” of this Form 10-K. Except as required by law, we
undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
SEC Regulation G - Non-GAAP Information
The financial statements in this Annual Report are prepared in accordance with generally accepted accounting principles in
the United States of America (“GAAP”). Core-Mark Holding Company, Inc. (“Core-Mark”) uses certain non-GAAP financial
measures including remaining gross profit, remaining gross profit margin, Adjusted EBITDA and net sales, less excise taxes. We
believe these non-GAAP financial measures provide meaningful supplemental information for investors regarding the performance
of our business and facilitates a meaningful period to period evaluation. Management uses these non-GAAP financial measures
in order to have comparable financial results to analyze changes in our underlying business. These non-GAAP measures should
be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with
GAAP.
ii
Table of Contents
ITEM 1.
BUSINESS
PART I
Unless the context indicates otherwise, all references in this Annual Report on Form 10-K to Core-Mark, the Company, we,
us, or our refer to Core-Mark Holding Company, Inc. and its subsidiaries.
Company Overview
Core-Mark is one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North
America in terms of annual sales, providing sales and marketing, distribution and logistics services to customer locations across
the U.S. and Canada. Our origins date back to 1888, when Glaser Bros., a family-owned-and-operated candy and tobacco distribution
business, was founded in San Francisco, California.
Core-Mark offers retailers the ability to take advantage of manufacturer and Company-sponsored sales and marketing
programs, merchandising and product category management services and the use of information systems and data services that
are focused on minimizing retailers' investment in inventory, while seeking to maximize their sales and profits. In addition, our
wholesale distributing capabilities provide valuable services to both manufacturers of consumer products and convenience retailers.
Manufacturers benefit from our broad retail coverage, inventory management, efficiency in processing small orders and frequency
of deliveries. Convenience retailers benefit from our distribution capabilities by gaining access to a broad product line, optimizing
inventory management and accessing trade credit.
We operate in an industry where, in 2011, based on the NACS Association for Convenience and Fuel Retailing 2012 State
of the Industry (“SOI”) Report, total in-store sales at convenience retail locations in the U.S. increased 2.4% to approximately
$195.0 billion and were generated through approximately 148,000 stores. According to a more recent report from NACS, the
number of convenience stores in the U.S. grew 0.7% in 2012 to approximately 149,000 stores. The U.S. convenience retail industry
gross profit for in-store sales increased 5.3% to approximately $63.3 billion in 2011 from $60.1 billion in 2010. Over the ten years
from 2001 through 2011, U.S. convenience in-store sales increased by a compounded annual growth rate of 5.7%. In Canada,
based on the CCSA Canadian Convenience Store Association 2012 Industry Report, we estimate that total in-store sales at
convenience locations were approximately $23.0 billion generated through approximately 23,000 stores. The Canadian convenience
retail industry gross profit for in-store sales was approximately $6.3 billion.
We operate a network of 28 distribution centers (excluding two distribution facilities we operate as a third party logistics
provider) in the U.S. and Canada, which distribute a diverse line of national, regional and private label convenience store products
to over 29,000 customer locations in 50 states in the U.S. and five Canadian provinces. The products we distribute include cigarettes,
other tobacco products, candy, snacks, fast food, groceries, fresh products, dairy, bread, beverages, general merchandise and health
and beauty care products. Cigarettes comprised approximately 69.0% of total net sales in 2012, while approximately 68.3% of our
gross profit in 2012 was generated from our food/non-food products.
We service traditional convenience stores as well as alternative outlets selling consumer packaged goods in a convenient
setting. We estimate that between 45% to 50% of the products sold in convenience stores are supplied by broad-line wholesale
distributors such as Core-Mark. Our traditional convenience store customers include many of the major national and super-regional
convenience store operators, as well as thousands of multi- and single-store customers. Our alternative outlet customers comprise
a variety of store formats, including grocery stores, drug stores, liquor stores, cigarette and tobacco shops, hotel gift shops, military
exchanges, college bookstores, casinos, movie theaters, hardware stores, airport concessions and other specialty and small format
stores that carry convenience products.
Our net sales have grown from $7.3 billion in 2010 to $8.9 billion in 2012, yielding an annual compounded growth rate of
approximately 10%, while our Adjusted EBITDA(1) increased from $70.0 million to $100.8 million, or 20%, compounded annually
during the same period. Our growth has been driven primarily by our business strategies described more fully below. We believe
these strategies have positioned us to continue to grow our approximate 4% market share of total in-store sales within the convenience
store channel and to take advantage of growth opportunities with other retail store formats.
________________________________________
(1) Adjusted EBITDA is a non-GAAP financial measure and should be considered as a supplement to, and not as a substitute for,
or superior to, financial measures calculated in accordance with GAAP. Adjusted EBITDA is equal to net income adding back
interest expense, net, provision for income taxes, depreciation and amortization, LIFO expense, stock-based compensation
expense and foreign currency transaction losses (gains), net.
1
Competitive Strengths
We believe we have the following fundamental competitive strengths which form the foundation for our business strategy:
Experience in the Industry. Our origins date back to 1888, when Glaser Bros., a family-owned-and-operated candy and
tobacco distribution business, was founded in San Francisco, California. The executive management team, as of the end of 2012,
comprised of our CEO and 14 senior managers, has an average tenure of 20 years and applies its expertise to critical functional
areas including logistics, sales and marketing, purchasing, information technology, finance, business development, human resources
and retail store support.
Innovation & Flexibility. Wholesale distributors typically provide convenience retailers access to a broad product line, the
ability to place small quantity orders, inventory management and access to trade credit. As a large, full-service wholesale distributor
we offer retailers a wide array of manufacturer and Company-sponsored sales and marketing programs, merchandising and product
category management services and the use of information systems that are focused on minimizing retailers' investment in inventory,
while seeking to maximize their sales and profit.
Distribution Capabilities. The wholesale distribution industry is highly fragmented and historically has consisted of a large
number of small, privately-owned businesses and a small number of large, full-service wholesale distributors serving multiple
geographic regions. Relative to smaller competitors, large distributors such as Core-Mark benefit from several competitive
advantages including: increased purchasing power, the ability to service large national chain accounts, economies of scale in sales
and operations, the ability to spread fixed costs over a larger revenue base and the resources to invest in information technology
and other productivity enhancing technology.
Business Strategy
Our objective is to increase overall return to shareholders by growing market share, revenues and profitability. To achieve
that objective, we have become one of the largest marketers of fresh and broad-line supply solutions to the convenience retail
industry in North America and have continued to expand sales into other retail channels. In order to further enhance our value to
retailers, we plan to:
Leverage our Vendor Consolidation Initiative (“VCI”). We expect our VCI program will allow us to grow by capitalizing
on the highly fragmented supply chain that services the convenience retail industry. A convenience retailer generally receives store
merchandise through a large number of unique deliveries. This represents a highly inefficient and costly process for the individual
stores. Today, we estimate that Core-Mark sells between 45% to 50% of what a convenience retailer purchases from their vendors.
Our VCI program offers the retailer the ability to receive multiple weekly deliveries for the bulk of their products, including dairy
and other merchandise they would historically purchase from direct-store-delivery companies. This simplifies the supply chain
and provides retailers with an opportunity to improve inventory turns and working capital, eliminate operational and transaction
costs, and greatly diminish their out-of-stocks on best-selling items.
Deliver Fresh Products. We believe there is an increasing trend among consumers to purchase fresh food and dairy products
from convenience and other stores. To meet this expected demand, we have modified and upgraded our refrigerated capacity,
including investing in chill docks and tri-temperature trailers, which provides the infrastructure to deliver a significant range of
chilled items including milk, produce and other fresh foods to retail outlets. We have established partnerships with strategically
located dairies, commissaries and bakeries to further enable us to deliver the freshest product possible, with premium consumer
items such as sandwiches, wraps, cut-fruit, parfaits, pastries, doughnuts, bread and home meal replacement solutions. We continue
to expand the array of fresh products through the development of unique and comprehensive marketing programs, including
equipment programs that assist the retailer in showcasing their “fresh” product offering. We believe our investments in infrastructure,
combined with our strategically located suppliers and in-house expertise, position us as the leader in providing fresh products and
programs to convenience stores. Proper execution of VCI, with the cornerstone being dairy distribution, affords Core-Mark the
critical mass necessary to offer retailers a multiple weekly delivery platform, which facilitates the proper handling and dating of
"Fresh" products.
Expand our Presence Eastward. We believe there is significant opportunity for us to enhance the products and services that
we offer to our customers, increase our market presence and revenue growth by continuing to expand our presence east of Mississippi
River. According to the 2012 SOI Report, during 2011, aggregate U.S. traditional convenience retail in-store sales were
approximately $195.0 billion through approximately 148,000 stores with the majority of those stores located in the eastern portion
of the country. We believe our expansion eastward will be accomplished by gaining new customers, both national and regional,
through a combination of exemplary service, VCI programs, fresh product deliveries, innovative marketing strategies, competitive
pricing and acquisitions of regional distributors.
2
Table of Contents
Recent examples of our eastward expansion include:
• On December 17, 2012, we acquired J.T. Davenport & Sons, Inc. (“Davenport”), a large convenience wholesaler, located
in North Carolina, which services approximately 1,800 customers in the eight states of North Carolina, South Carolina,
Georgia, Maryland, Ohio, Kentucky, West Virginia and Virginia. This acquisition increased Core-Mark's market presence
primarily in the Southeastern United States and further supported our ability to cost effectively service national and
regional retailers (see Note 3 -- Acquisitions to our consolidated financial statements).
• On September 7, 2011, we signed a distribution agreement (“the Customer Agreement”) with Alimentation Couche-Tard
Inc. ("Couche-Tard") to service Couche-Tard corporate stores, under the Circle K brand, within Couche-Tard's Southeast,
Gulf Coast and Florida markets. As of December 31, 2012, we serviced approximately 990 Circle K stores in these
markets. This Customer Agreement led to the addition of a new distribution facility located in Tampa, Florida.
•
In May 2011, we acquired Forrest City Grocery Company (“FCGC”), a regional wholesale distributor which has provided
Core-Mark with additional infrastructure and market share by servicing customers in Arkansas, Mississippi, Tennessee
and the surrounding states (See Note 3 - Acquisitions to our consolidated financial statements).
Continue Building Sustainable Competitive Advantage. We believe our ability to increase sales and profitability with existing
and new customers is highly dependent upon our ability to deliver consistently high levels of service, innovative marketing
programs, technology solutions and logistics support. To that fundamental end, we are committed to further improving operational
efficiencies in our distribution centers while containing our costs in order to enhance profitability. To further enhance our competitive
advantage, we have been one of the first to recognize emerging trends and to offer retailers our unique marketing programs such
as VCI and Fresh. In addition, we continue to leverage our Focused Marketing Initiative (“FMI”). This program is designed to
drive deeper entrenchment with our customer base and to further differentiate ourselves in the market place. The FMI program is
centered on increasing the sales and profitability of the independent store through improved category insights, optimized retail
price strategy, demographic decision making along with providing Core-Mark's marketing solutions to create a complete retail
marketing strategy. We believe our innovative approach which focuses on building a trusted partnership with our customers has
established us as the market leader in providing valuable marketing and supply chain solutions to the convenience retail industry.
Customers, Products and Suppliers
We service over 29,000 customer locations in 50 states in the U.S. and five Canadian provinces. Our customers represent
many of the large national and regional convenience retailers in the U.S. and Canada and leading alternative outlet customers. Our
top ten customers accounted for 37.5% of our net sales in 2012 including Couche-Tard, our largest customer, which accounted for
13.7% of our total net sales.
Below is a comparison of our net sales mix by primary product category for the last three years (in millions):
Year Ended December 31,
2012
2011
2010
Product Category
Cigarettes
Food
Candy
Other tobacco products
Health, beauty & general
Beverages
Equipment/other
Net Sales
$ 6,139.4
% of Net
Sales
Net Sales
% of Net
Sales
Net Sales
% of Net
Sales
69.0% $ 5,710.6
70.4% $ 5,119.7
1,178.6
13.4
489.5
687.8
269.2
125.6
2.3
5.5
7.7
3.0
1.4
—
995.7
459.8
607.9
237.5
100.9
2.5
12.3
5.7
7.5
2.9
1.2
—
840.9
426.0
503.6
220.6
152.0
4.0
70.5%
11.6
5.8
6.9
3.0
2.1
0.1
Total food/non-food products
2,753.0
31.0
2,404.3
29.6
2,147.1
29.5
Total net sales
$ 8,892.4
100.0% $ 8,114.9
100.0% $ 7,266.8
100.0%
Cigarette Products. We purchase cigarette products from major U.S. and Canadian manufacturers. With cigarettes accounting
for approximately $6,139.4 million, or 69.0% of our total net sales, and 31.7% of our total gross profit in 2012, we control major
purchases of cigarettes centrally in order to optimize inventory levels and purchasing opportunities. The daily replenishment of
inventory and brand selection is controlled by our distribution centers.
3
Table of Contents
U.S. and Canadian cigarette consumption has generally declined over the last ten years. Based on 2012 statistics provided
by the Tobacco Merchants Association (“TMA”) published in early 2013 and compiled from the U.S. Department of Agriculture
- Economic Research Service, total cigarette consumption in the U.S. declined from 425 billion cigarettes in 2002 to 294 billion
cigarettes in 2012, or a compounded annual decline of approximately 3.6%. Total cigarette consumption also declined in Canada
from 37 billion cigarettes in 2002 to 25 billion cigarettes in 2012, or a compounded annual decline of approximately 3.8% in
consumption, based on the statistics provided by TMA. Our total cigarette carton sales increased 5.9% in 2012 attributable primarily
to our expansion in the Southeastern U.S. in the later part of 2011, driven by our new Customer Agreement, the establishment of
a new operating division in Tampa, Florida and incremental sales associated with FCGC. Excluding these items, our carton sales
in the U.S. declined 1.4%. Our carton sales in Canada decreased 7.5% in 2012 on a comparative basis to last year due primarily
to the loss of one customer, representing less than 0.3% of total cartons sold by the Company, and a focused reduction in service
to certain customers which resulted in improved profitability for the Canadian region in 2012. Although we anticipate overall
cigarette consumption will continue to decline, we expect to offset these declines through market share expansion, growth in our
non-cigarette categories and incremental gross profit that results from cigarette manufacturer price increases. We expect cigarette
manufacturers will raise prices as carton sales decline in order to maintain or enhance their overall profitability.
We have no long-term cigarette purchase agreements and buy substantially all of our products on an as needed basis. Cigarette
manufacturers historically have offered structured incentive programs to wholesalers based on maintaining market share and
executing promotional programs. These programs are subject to change by the manufacturers without notice.
Excise taxes are levied on cigarettes and other tobacco products by the U.S. and Canadian federal governments and are also
imposed by the various states, localities and provinces. We collect state, local and provincial excise taxes from our customers and
remit these amounts to the appropriate authorities. Excise taxes are a significant component of our net sales and cost of sales.
During 2012, we included in net sales approximately $1,987.0 million of state, local and provincial excise taxes. As of December 31,
2012, state cigarette excise taxes in the U.S. jurisdictions we serve ranged from $0.17 per pack of 20 cigarettes in the state of
Missouri to $4.35 per pack of 20 cigarettes in the state of New York. In the Canadian jurisdictions we serve, provincial excise
taxes ranged from C$2.47 per pack of 20 cigarettes in Ontario to C$5.72 per pack of 20 cigarettes in the Northwest Territories.
Federal excise taxes are levied on the manufacturers who pass the tax on to us as part of the product cost and thus are not a
component of our excise taxes.
Food/Non-food Products. Our food products include fast food, candy, snacks, groceries, beverages, fresh products such as
sandwiches, juices, salads, produce, dairy and bread. Our non-food products include cigars, tobacco, health and beauty care
products, general merchandise and equipment. Net sales of the combined food/non-food product categories grew 14.5% in 2012
to $2,753.0 million, which was 31.0% of our total net sales. More specifically, food grew 18.4% to $1,178.6 million, by far the
largest contributor to our overall food/non-food sales improvement. This is consistent with our strategy to grow food/non-food
products at a faster pace than cigarettes through a combination of market share gains and execution of our VCI, Fresh, FMI and
acquisitions strategies.
Gross profits for food/non-food categories grew $29.1 million, or 9.8%, to $325.8 million in 2012, which was 68.3% of our
total gross profit. Food/non-food products generated gross margins of 12.78% excluding excise taxes in 2012, while the cigarette
category generated gross margins of 3.47% excluding excise taxes. The significant differences in these margins is part of what we
considered when developing these strategies. In order to take advantage of the significantly higher margins earned by food/non-
food products, two of our key business strategies, VCI and the delivery of fresh products, focus primarily on the highest margin
categories in the food/non-food group. These categories include milk, fresh bread, fresh sandwiches, fresh fruit, fresh produce,
fresh baked goods, home meal replacements and other fresh and natural products. We have invested a significant amount of capital
to position our Company with the proper infrastructure to successfully deliver these highly perishable items.
Another primary aspect of our VCI strategy is to take cost out of the supply chain by putting more of the product that the
retailer purchases on our trucks. We have targeted $100 million of incremental sales for the last five years, and this has
contributed to the growth in our food/non-food sales and gross profit dollars. In addition, our FMI strategy was created to assist
our independent retailer to sell more food/non-food items and to increase profitability.
We have completed five acquisitions since 2006. This has allowed us to bring our strategies to more stores. While these
businesses contribute to our food/non-food sales growth, their sales mix toward higher margin food/non-food items increases as
they implement our marketing programs. In addition, we have taken considerable market share over the last several years assisted
by our best in class offering. We believe Core-Mark is considered the market share leader in the industry for our capability to
deliver fresh and perishable categories. We believe, based on industry indications, that fresh items are driving consumer decisions,
and fresh is, therefore, an important category going forward. We are seeing some channel blurring in different types of retail
locations that present an opportunity for Core-Mark. In addition, we are seeing certain retail locations that do not historically sell
highly perishable items, now doing so, and we see retail locations that historically have not sold cigarettes, now selling them. We
believe these developments may provide very sizable opportunities for Core-Mark.
4
Table of Contents
Our Suppliers. We purchase products for resale from approximately 4,400 trade suppliers and manufacturers located across
the U.S. and Canada. In 2012, we purchased approximately 64% of our products from our top 20 suppliers, with our top two
suppliers, Philip Morris USA, Inc. and R.J. Reynolds Tobacco Company, representing approximately 27% and 14% of our purchases,
respectively. We coordinate our purchasing from suppliers by negotiating, on a corporate-wide basis, special arrangements to
obtain volume discounts and additional incentives, while also taking advantage of promotional and marketing incentives offered
to us as a wholesale distributor. In addition, buyers in each of our distribution facilities purchase products, particularly food, directly
from the manufacturers, improving product mix and availability for individual markets.
Seasonality
We typically generate slightly higher net sales and higher gross profits during the warm weather months (May through
September) than in other times throughout the year. We believe this occurs because the convenience store industry which we serve
tends to be busier during this period due to vacations and travel by consumers. We generated approximately 52% of our net sales
during the second and third quarters of 2012 and 53% during the second and third quarters of both 2011 and 2010.
Operations
We operate a network of 28 distribution centers in the U.S. and Canada (excluding two distribution facilities we operate as
a third party logistics provider). In 2012, as a result of the Davenport acquisition, we added one distribution center in North Carolina.
Twenty-four of our distribution centers are located in the U.S. and four are located in Canada. The map below depicts the scope
of our operations and the names of our distribution centers.
Map of Operations
__________________________________________
Three of the facilities we operate in the U.S., Artic Cascade, Allied Merchandising Industry (AMI) and AMI-Artic East, are
consolidating warehouses which buy products from our suppliers in bulk quantities and then distribute the products to many of
our other distribution centers. By using Artic Cascade, located in Sacramento, California, to obtain products at lower cost from
frozen product vendors, we are able to offer a broader selection of quality products to retailers at more competitive prices. AMI,
located in Corona, California, purchases a portion of our non-cigarette products, primarily health and beauty care and general
merchandise items for our distribution centers enabling us to optimize our inventory to meet the needs of our customers. In 2012
we opened a third consolidating warehouse, AMI-Artic East located in Forrest City, Arkansas. AMI-Artic East purchases similar
products to both Artic Cascade and AMI and distributes those products primarily to distribution centers in the Eastern United
States. We operate two additional facilities as a third party logistics provider. One distribution facility located in Phoenix, Arizona,
referred to as the Arizona Distribution Center (“ADC”), is dedicated solely to supporting the logistics and management requirements
of one of our major customers, Couche-Tard. The second distribution facility located in San Antonio, Texas, referred to as the
Retail Distribution Center (“RDC”), is dedicated solely to supporting another major customer, Valero Energy Corporation.
5
Table of Contents
We purchase a variety of brand name and private label products, in excess of 48,000 SKUs, including over 1,900 cigarette
products, from our suppliers and manufacturers. We offer customers a variety of food/non-food products, including fast food,
candy, snacks, groceries, fresh products, dairy, bread, beverages, other tobacco products, general merchandise and health and
beauty care products.
A typical convenience store order consists of a mix of dry, frozen and chilled products. Our receivers, stockers, order selectors,
stampers, forklift drivers and loaders received, stored and picked approximately 551 million, 476 million and 454 million items
(a carton of 10 packs of cigarettes is one item) or 86 million, 71 million and 71 million cubic feet of product, during the years
ended December 31, 2012, 2011 and 2010, respectively, while limiting the service error rate to less than 3 errors per thousand
items shipped in 2012.
Our proprietary Distribution Center Management System platform provides our distribution centers with the flexibility to
adapt to our customers' information technology requirements in an industry that does not have a standard information technology
platform. Actively integrating our customers onto our platform is a priority which enables fast, efficient and reliable service.
Distribution
At December 31, 2012, we had 1,174 transportation department personnel, including delivery drivers, shuttle drivers, routers,
training supervisors and managers who focus on achieving safe, on-time deliveries. Our daily orders are picked and loaded nightly
in reverse order of scheduled delivery. At December 31, 2012, our trucking fleet consisted of approximately 860 tractors, trucks
and vans, of which mostly all were leased. We have made a significant investment over the past few years in upgrading our trailer
fleet to tri-temperature (“tri-temp”) which gives us the capability to deliver frozen, chilled and non-refrigerated goods in one
delivery. As of December 31, 2012, approximately 70% of our trailers were tri-temp, with the remainder capable of delivering
refrigerated and non-refrigerated foods. This provides us the multiple temperature zone capability needed to support our focus on
delivering fresh products to our customers. Our fuel consumption costs for 2012 totaled approximately $14.6 million, net of fuel
surcharges passed on to customers, which represented an increase of approximately $1.6 million, from $13.0 million in 2011, due
primarily to a 13.3% increase in miles driven to support the growth in our business and slightly higher fuel prices.
Competition
We estimate that, as of December 31, 2012, there were approximately 300 wholesale distributors serving traditional
convenience retailers in the U.S. and Canada. We believe McLane Company, Inc., a subsidiary of Berkshire Hathaway, Inc., and
Core-Mark are the two largest convenience wholesale distributors (measured by annual sales) in North America. There are two
other large regional companies that provide products to specific areas of the country, H.T. Hackney Company in the Southeast and
Eby-Brown Company in the Midwest and Mid-Atlantic regions. In addition there are several hundred local distributors serving
small regional chains and independent convenience retailers. In Canada, there are two large regional players, aside from Core-
Mark, that make up the competitive landscape, Karrys Bros., Limited and Wallace & Carey, Inc.
Beyond the traditional wholesale supply channels, we face potential competition from at least three other supply avenues.
First, certain manufacturers such as Budweiser, Miller-Coors, Coca-Cola, Frito-Lay and PepsiCo deliver their products directly
to convenience retailers. Secondly, club wholesalers such as Costco and Sam's Club provide a limited selection of products at
generally competitive prices, however, they often have limited delivery options and often no services. Finally, some large
convenience retail chains have chosen self-distribution due to the geographic density of their stores and their belief that they can
economically service such locations.
Competition within the industry is based primarily on the range and quality of the services provided, price, product selection
and the reliability of wholesalers' logistics. We operate from a perspective that focuses heavily on flexibility and providing
outstanding customer service through our distribution centers, order fulfillment rates, on-time delivery performance using delivery
equipment sized for the small format store, innovative marketing solutions and merchandising support, as well as competitive
pricing. We believe this represents a contrast to some large competitors that offer a standardized logistics approach, with emphasis
on uniformity of product lines, and company determined delivery schedules using large delivery equipment designed for large
format stores. While this emphasis on a standardized logistics approach allows for competitive pricing, we do not believe it is best
suited for retailers looking for more customized solutions and support from their supply partners in addition to competitive pricing.
Alternatively, some small competitors focus on customer service and long-standing customer relationships but often lack the range
of offerings of the larger distributors. We believe that our unique combination of service, marketing solutions and price is a
compelling combination that is highly attractive to retailers and helps to enhance their growth and profitability.
In the U.S. we purchase cigarettes primarily from manufacturers covered by the tobacco industry's Master Settlement
Agreement (“MSA”), which was signed in November 1998. Competition amongst cigarette wholesalers is based primarily on
service, price and variety, whereas competition amongst manufacturers for cigarette sales is based primarily on brand positioning,
price, product attributes, consumer loyalty, promotions, marketing and retail presence. Cigarette brands produced by the major
6
Table of Contents
tobacco product manufacturers generally require competitive pricing, substantial marketing support, retail programs and other
financial incentives to maintain or improve a brand's market position. Historically, major tobacco product manufacturers have had
a competitive advantage in the U.S. because significant cigarette marketing restrictions and the scale of investment required to
compete made gaining consumer awareness and trial of new brands difficult.
We face competition from the diversion into the U.S. and Canadian markets of cigarettes intended for sale outside of such
markets, including the sale of cigarettes in non-taxable jurisdictions, inter-state/provincial and international smuggling of cigarettes,
the sale of counterfeit cigarettes by third parties, increased imports of foreign low priced brands, the sale of cigarettes by third
parties over the internet and by other means designed to avoid collection of applicable taxes. The competitive environment has
been characterized by a continued influx of cheap products that challenge sales of higher priced and fully taxed cigarettes.
We also believe the competitive environment has been impacted by alternative smoking products, such as snus, snuff and
electronic cigarettes. In addition, cigarette prices continue to rise due to continuing pressure on taxing jurisdictions to raise revenues
through excise taxes. Further, cigarette list prices have historically increased for those manufacturers who are parties to the MSA.
As a result, the lower priced products of numerous small share brands manufactured by non-MSA participants have held their
market share, putting profitability pressure on MSA products.
Working Capital Practices
We sell products on credit terms to our customers that averaged, as measured by days sales outstanding, about nine days for
2012, 2011 and 2010. Credit terms may impact pricing and are competitive within our industry. An increasing number of our
customers remit payment electronically, which facilitates efficient and timely monitoring of payment risk. Canadian days sales
outstanding in receivables tend to be lower as Canadian industry practice is for shorter credit terms than in the U.S.
We maintain our inventory of products based on the level of sales of the particular product and manufacturer replenishment
cycles. The number of days a particular item of inventory remains in our distribution centers varies by product and is principally
driven by the turnover of that product and economic order quantities. We typically order and carry in inventory additional amounts
of certain critical products to assure high order fulfillment levels for these items. Periodically, we may carry higher levels of
inventory to take advantage of manufacturer price increases. The number of days of cost of sales in inventory averaged about 16
days in each of 2012 and 2011, respectively, and about 15 days in 2010.
We obtain terms from our vendors and certain taxing jurisdictions based on industry practices, consistent with our credit
standing. We take advantage of the full complement of term offerings, which may include enhanced cash discounts for earlier
payment. Terms for our accounts payable and cigarette and tobacco taxes payable range anywhere from three days prepaid to 60
days credit. Days payable outstanding for both categories, excluding the impact of prepayments, during 2012, 2011 and 2010
averaged about 11 days.
Employees
The following chart provides a breakdown of our employees by function and geographic region (including employees at our
third party logistic facilities) as of December 31, 2012:
TOTAL EMPLOYEES BY BUSINESS FUNCTIONS
Sales and Marketing
Warehousing and Distribution
Management, Administration, Finance and Purchasing
Total Categories
U.S.
Canada
Total
1,204
3,001
605
4,810
61
244
110
415
1,265
3,245
715
5,225
Three of our distribution centers, Hayward, Las Vegas and Calgary, have employees who are covered by collective bargaining
agreements with local affiliates of The International Brotherhood of Teamsters (Hayward and Las Vegas) and United Food and
Commercial Workers (Calgary). Approximately 198 employees, or 4% of our workforce, are unionized. There have been no
disruptions in customer service, strikes, work stoppages or slowdowns as a result of union activities, and we believe we have
satisfactory relations with our employees.
7
Table of Contents
Regulation
As a distributor of food products in the U.S., we are subject to the Federal Food, Drug and Cosmetic Act and regulations
promulgated by the U.S. Food and Drug Administration (“FDA”). The FDA regulates the holding requirements for foods through
its current good manufacturing practice regulations, specifies the standards of identity for certain foods and prescribes the format
and content of certain information required to appear on food product labels. A limited number of the over-the-counter medications
that we distribute are subject to the regulations of the U.S. Drug Enforcement Administration. In Canada, similar standards related
to food and over-the-counter medications are governed by Health Canada. The products we distribute are also subject to federal,
state, provincial and local regulation through such measures as the licensing of our facilities, enforcement by state, provincial and
local health agencies of relevant standards for the products we distribute and regulation of our trade practices in connection with
the sale of our products. Our facilities are inspected periodically by federal, state, provincial and local authorities, including the
Occupational Safety and Health Administration under the U.S. Department of Labor, which require us to comply with certain
health and safety standards to protect our employees.
We are also subject to regulation by numerous other federal, state, provincial and local regulatory agencies including, but
not limited to, the U.S. Department of Labor, which sets employment practice standards for workers, the U.S. and Canadian
Departments of Transportation, which regulate transportation of perishable goods, and similar state, provincial and local agencies.
Non-compliance with, or significant changes to, these laws or the implementation of new laws, could have a material effect on
our results of operations.
In September 2011, the Tobacco Products Labeling Regulations (Cigarettes and Little Cigars) came into force in Canada
with strengthened labeling requirements for cigarettes and little cigar packages. The requirements include graphic health warnings
and health information messages which are prominently displayed on the front and back of most tobacco packages and primarily
focus on the health hazards posed by tobacco use.
We voluntarily participate in random quality inspections of all of our distribution centers, conducted by the American Institute
of Baking (“AIB”). The AIB publishes standards as a tool to permit operators of distribution centers to evaluate the food safety
risks within their operations and determine the levels of compliance with the standards. AIB conducts an inspection which is
composed of food safety and quality criteria. AIB conducts its inspections based on five categories: adequacy of the company's
food safety program, pest control, operational methods and personnel practices, maintenance of food safety and cleaning practices.
Within these five categories, the AIB evaluates over 100 criteria items. In 2012, 92% of the audits of our distribution centers
received a score of 900 or greater (on a possible 1,000 point scale).
Registered Trademarks
We have registered trademarks including the following: Arcadia Bay®, Arcadia Bay Coffee Company®, Cable Car®, Core-
Mark®, Core-Mark International®, EMERALD®, Fresh and Local™, Java Street®, QUICKEATS®, Richland Valley™, SmartStock®,
Tastefully Yours® and COASTERS®..
Segment and Geographic Information
We operate in two geographic areas -- the U.S. and Canada. See Note 16 - Segment and Geographic Information to our
consolidated financial statements.
Corporate and Available Information
The office of our corporate headquarters is located at 395 Oyster Point Boulevard, Suite 415, South San Francisco, California,
94080 and the telephone number is (650) 589-9445.
Our internet website address is www.core-mark.com. We provide free access to various reports that we file with or furnish
to the U.S. Securities and Exchange Commission (“SEC”) through our website, as soon as reasonably practicable after they have
been filed or furnished. These reports include, but are not limited to, our annual reports on Form 10-K, quarterly reports on Form
10-Q and any amendments to those reports. Our SEC reports can be accessed through the “Investor Relations” section of our
website under “Corporate Governance”, or through www.sec.gov. Also available on our website are printable versions of Core-
Mark's Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter,
Code of Business Conduct and Ethics, Corporate Governance Guidelines and Principles and other corporate information. Copies
of these documents may also be requested from:
Core-Mark International
395 Oyster Point Blvd, Suite 415
South San Francisco, CA 94080
Attention: Investor Relations
8
Table of Contents
Corporate Governance--Code of Business Conduct and Ethics and Whistle Blower Policy:
Our Code of Business Conduct and Ethics is designed to promote honest, ethical and lawful conduct by all employees,
officers and directors and is available on the “Investor Relations” section of our website at www.core-mark.com under “Corporate
Governance.”
Additionally, the Audit Committee (“Audit Committee”) of the Board of Directors of Core-Mark has established procedures
to receive, retain, investigate and act on complaints and concerns of employees, shareholders and others regarding accounting,
internal accounting controls and auditing matters, including complaints regarding attempted or actual circumvention of internal
accounting controls or complaints regarding violations of the Company's accounting policies. The procedures are also described
on our website at www.core-mark.com under Corporate Governance in the “Investor Relations” section.
9
Table of Contents
ITEM 1. A.
RISK FACTORS
Our business is subject to a variety of risks. Set forth below are certain of the important risks that we face, the occurrence
of which may have a material adverse effect on our business, financial condition or results of operations. These risks are not the
only ones we face. We could also be affected by additional factors that are presently unknown to us or that we currently believe
to be immaterial to our business.
Risks Related to Our Business and Industry
Protracted challenging economic conditions may reduce demand for our products and increase credit risks.
Protracted challenging economic conditions, including high unemployment and underemployment rates, depressed real estate
values, losses to consumer retirement and investment accounts, increases in food and other commodity prices and the outcome of
political events (e.g. resolution of the national debt ceiling) may result in weakened consumer confidence and curtailed consumer
spending in certain sectors. If these economic conditions are severe and/or persist for a prolonged period, we expect that our
customers would experience reduced sales, which, in turn, would adversely affect demand for our products and could lead to
reduced sales and increased pressures on our margins. In addition, severe adverse economic conditions may place a number of our
convenience retail customers under financial stress, which could increase our credit risk and potential bad debt exposure. These
economic and market conditions may have a material adverse effect on our business and operating results.
We are dependent on the convenience retail industry for our revenues, and our results of operations could suffer if there
is an overall decline or consolidation in the convenience retail industry.
The majority of our sales are made under purchase orders and short-term contracts with convenience retail stores which
inherently involve significant risks. These risks include declining sales in the convenience retail industry due to general economic
conditions, including rising gasoline prices which may impact in-store retail sales, credit exposure from our customers, termination
of customer relationships without notice and consolidation of our customer base. Any of these factors could negatively affect our
results of operations.
Many of the markets in which we compete are highly competitive and we may lose market share and suffer a decline in
sales and profitability in these markets if we are unable to outperform our competition.
Our distribution centers operate in highly competitive markets. We face competition from local, regional and national tobacco
and consumable products distributors on the basis of service, price and variety of products offered, and schedules and reliability
of deliveries. We also face competition from club stores and alternate sources of consumable products that sell to convenience
retailers. Some of our competitors, including McLane Company, Inc. (a subsidiary of Berkshire Hathaway Inc.), have substantial
financial resources and long-standing customer relationships. In addition, heightened competition among our existing competitors,
or by new entrants into the distribution market, could create additional competitive pressures that may reduce our margins and
adversely affect our business. If we fail to successfully respond to these competitive pressures or to implement our strategies
effectively, we may lose market share and our results of operations could suffer.
We may lose business if manufacturers convert to direct distribution of their products.
In the past, certain large manufacturers have elected to engage in direct distribution of their products and eliminate distributors
such as Core-Mark. If other manufacturers make similar elections in the future, our revenues and profits would be adversely
affected and there can be no assurance that we will be able to mitigate such losses.
Some of our distribution centers are dependent on a few relatively large customers, and our failure to maintain our
relationships with these customers could substantially harm our business and prospects.
Some of our distribution centers are dependent on relationships with a single customer or a few major customers, and we
expect our reliance on these relationships to continue for the foreseeable future. Any termination, non-renewal or reduction in
services that we provide to such customers could cause revenues generated by certain of our distribution centers to decline and
our operating results to suffer.
Our business is sensitive to fuel prices and related transportation costs, which could adversely affect our business.
Our operating results are sensitive to, and may be adversely affected by, unexpected increases in fuel or other transportation-
related costs, including costs from the use of third party carriers, temporary staff and overtime. Historically, we have been able to
pass on a substantial portion of increases in our own fuel or other transportation costs to our customers in the form of fuel surcharges,
but our ability to continue to pass through price increases, either from manufacturers or costs incurred in the business, including
fuel costs, is not assured. If we are unable to continue to pass on fuel and transportation-related cost increases to our customers,
our operating results could be materially and adversely affected. As part of our efforts to minimize the adverse impact of increases
in diesel fuel prices, we expect to convert a large percentage of our trucks to operate on natural gas over the next two years.
10
Table of Contents
Cigarette and consumable goods distribution is a low-margin business sensitive to inflation and deflation.
We derive most of our revenues from the distribution of cigarettes, other tobacco products, candy, snacks, fast food, groceries,
fresh products, dairy, beverages, general merchandise and health and beauty care products. Our industry is characterized by a high
volume of sales with low profit margins. Our food/non-food sales are generally priced based on the manufacturer's cost of the
product plus a percentage markup. As a result, our profit levels may be negatively impacted during periods of cost deflation or
stagnation for these products, even though our gross profit as a percentage of the price of goods sold may remain relatively constant.
In addition, periods of product cost inflation may have a negative impact on our gross profit margins with respect to sales of
cigarettes because gross profit on cigarette sales are generally fixed on a cents per carton basis. Therefore, as cigarette prices
increase, gross profit generally decreases as a percentage of sales. In addition, if the cost of the cigarettes that we purchase increases
due to manufacturer price increases, reduced or eliminated manufacturer discounts and incentive programs or increases in applicable
excise tax rates, our inventory carrying costs and accounts receivable could rise pressuring our need to fund working capital. To
the extent that we are unable to pass on product cost increases and underlying carrying costs to our customers, our profit margins
and earnings could be negatively impacted.
We rely on manufacturer discount and incentive programs and cigarette excise stamping allowances, and any material
changes in these programs could adversely affect our results of operations.
We receive payments from the manufacturers on the products we distribute for allowances, discounts, volume rebates and
other merchandising and incentive programs. These payments are a substantial benefit to us. The amount and timing of these
payments are affected by changes in the programs by the manufacturers, our ability to sell specified volumes of a particular product,
attaining specified levels of purchases by our customers and the duration of carrying a specified product. In addition, we receive
discounts from certain taxing jurisdictions in connection with the collection of excise taxes. If the manufacturers or taxing
jurisdictions change or discontinue these programs or change the timing of payments, or if we are unable to maintain the volume
of our sales required by such programs, our results of operations could be negatively affected.
We depend on relatively few suppliers for a large portion of our products, and any interruptions in the supply of the
products that we distribute could adversely affect our results of operations.
We obtain the products we distribute from third party suppliers. At December 31, 2012, we had approximately 4,400 vendors,
and during 2012 we purchased approximately 64% of our products from our top 20 suppliers, with our top two suppliers, Philip
Morris USA, Inc. and R.J. Reynolds Tobacco Company, representing approximately 27% and 14% of our purchases, respectively.
We do not have any long-term contracts with our suppliers committing them to provide products to us. Our suppliers may not
provide the products we distribute in the quantities we request on favorable terms, or at all. We are also subject to delays caused
by interruption in production due to conditions outside our control, such as slow-downs or strikes by employees of suppliers,
inclement weather, transportation interruptions, regulatory requirements and natural disasters. Our inability to obtain adequate
supplies of the products we distribute could cause us to fail to meet our obligations to our customers and reduce the volume of our
sales and profitability.
Our ability to operate effectively could be impaired by the risks and costs associated with the efforts to grow our business
through acquisitions.
One of our key business strategies is to grow our market share through acquisitions. This entails various risks such as
identifying suitable candidates, realizing acceptable rates of return on the investment, obtaining adequate financing, negotiating
acceptable terms and conditions and successfully integrating operations post-acquisition. We may not realize the anticipated benefits
or savings from an acquisition to the extent or in the time frame anticipated, if at all. Further, we may realize higher costs than
anticipated, including the potential impairment of assets. In addition, we may assume both known and unknown liabilities as part
of an acquisition, which may increase the associated costs and risks related to those liabilities.
We may be subject to product liability claims and counterfeit product claims which could materially adversely affect our
business, and our operations could be subject to disruptions as a result of manufacturer recalls of products.
Core-Mark, as a distributor of food and consumer products, faces the risk of exposure to product liability claims in the event
that the use of products sold by us causes injury or illness. In addition, certain products that we distribute may be subject to
counterfeiting. Our business could be adversely affected if consumers lose confidence in the safety and quality of the food and
other products we distribute. This risk may increase as we continue to expand our distribution of fresh products. If we do not have
adequate insurance, if contractual indemnification from the supplier or manufacturer of the defective, contaminated or counterfeit
product is not available, or if a supplier or manufacturer cannot fulfill its indemnification obligations to us, the liability relating
to such products could materially adversely impact our results of operations.
In addition, we may be required to manage a recall of products on behalf of a supplier or manufacturer. Managing a recall
could disrupt our operations as we might be required to devote substantial resources toward implementing the recall. Costs
11
Table of Contents
associated with a potential product recall, to the extent they are not reimbursable by the supplier or manufacturer, could adversely
affect our operating results.
We may not be able to achieve the expected benefits from the implementation of marketing initiatives.
We are continuously improving our competitive performance through a series of strategic marketing initiatives. The goal of
this effort is to develop and implement a comprehensive and competitive business strategy, addressing the special needs of the
convenience industry environment, increasing our market position within the industry and ultimately creating increased shareholder
value.
We may not be able to successfully execute our marketing initiatives to realize the intended synergies, business opportunities
and growth prospects. Many of the risk factors mentioned, such as increased competition, may limit our ability to capitalize on
business opportunities or expand our business. Customer acceptance of new distribution formats that we implement may not be
executed as anticipated, hampering our ability to attract new customers or maintain our existing customer base. If these or other
factors limit our ability to execute our strategic initiatives, our efforts may not bring the intended results and expectations of future
results of operations, including expected revenue growth and cost savings, may not be met.
Our information technology systems may be subject to failure, disruptions or security breaches which could compromise
our ability to conduct business, seriously harm our business and adversely affect our financial results.
Our business is highly dependent on our customized enterprise information technology systems. We rely on our information
technology systems and our internal information technology staff to maintain the information required to operate our distribution
centers and to provide our customers with fast, efficient and reliable deliveries. We have taken steps to increase redundancy in our
information technology systems and have disaster recovery plans in place to mitigate unforeseen events that could disrupt our
systems' service. However, if our systems fail or are not reliable, we may suffer disruptions in service to our customers and our
results of operations could suffer.
In addition, we retain sensitive data, including intellectual property, proprietary business information and personally
identifiable information, in our secure data centers and on our networks. We may face threats to our data centers and networks of
unauthorized access, security breaches and other system disruptions. Despite our security measures, our infrastructure may be
vulnerable to attacks by hackers or other disruptive problems. Any such security breach may compromise information stored on
our networks and may result in significant data losses or theft of our, our customers', our business partners' or our employees'
intellectual property, proprietary business information or personally identifiable information.
We may be subject to various claims and lawsuits that could result in significant expenditures.
The nature of our business exposes us to the potential for various claims and litigation related to labor and employment,
personal injury, property damage, business practices, environmental liability and other matters. Any material litigation or a
catastrophic accident or series of accidents could have a material adverse effect on our business, financial position and results of
operations.
We depend on our senior management and other key personnel.
We substantially depend on the continued services and performance of our senior executive officers as named in our Proxy
Statement and other key employees. We do not maintain key person life insurance policies on these individuals, and we do not
have employment agreements with any of them. The loss of the services of any of our senior executive officers or other key
personnel could harm our business.
Shortages of qualified labor could negatively impact our business and profitability.
Our continued success will depend partly on our ability to attract and retain qualified personnel. We compete with other
businesses in each of our markets with respect to attracting and retaining qualified employees. A shortage of qualified employees,
especially drivers, in a market could require us to enhance our wage and benefit packages in order to compete effectively in the
hiring and retention of qualified employees or to hire more expensive temporary employees. Any such shortage of qualified
employees could decrease our ability to effectively serve our customers and might lead to lower earnings because of higher labor
costs.
Unions may attempt to organize our employees.
As of December 31, 2012, 198, or 4%, of our employees were covered by collective bargaining agreements with labor
organizations, which expire at various times. We cannot assure you that we will be able to renew our respective collective bargaining
agreements on favorable terms that employees at other facilities will not unionize and that our labor costs will not increase. In
addition, the National Labor Relations Board is becoming more active with the passage of administrative rules that could impact
our ability to manage our labor force. To the extent we suffer business interruptions as a result of strikes or other work stoppages
12
Table of Contents
or slow downs, or our labor costs increase and we are not able to recover such increases through increased prices charged to
customers or offsets by productivity gains, our results of operations could be materially adversely affected.
Employee health benefit costs represent a significant expense to us and may negatively affect our profitability.
With over 3,100 employees participating in our health benefits, our expenses relating to employee health benefits are
substantial. In past years, we have experienced significant increases in certain of these costs, largely as a result of economic factors
beyond our control, including, in particular, ongoing increases in health care costs well in excess of the rate of inflation. While
we have been successful in controlling these costs in recent years through modifications to insurance coverage, including increasing
co-pays and deductibles, there can be no assurance that we will be as successful in controlling such costs in the future. Continued
increasing health care costs, as well as changes in laws, regulations and assumptions used to calculate health and benefit expenses,
may adversely affect our business, financial position and results of operations. In addition, the Patient Protection and Affordable
Care Act as well as other healthcare reform legislation being considered by Congress and state legislatures may increase our
employee healthcare-related costs. While the most significant costs of the recent healthcare legislation enacted will not occur until
after 2013 due to provisions of the legislation being phased in over time, changes to our healthcare costs structure could negatively
impact our profitability.
If we are unable to comply with governmental regulations that affect our business or if there are substantial changes in
these regulations, our business could be adversely affected.
As a distributor of food and other consumable products, we are subject to regulation by the FDA, Health Canada and similar
regulatory authorities at the state, provincial and local levels. In addition, our employees operate tractor trailers, trucks, forklifts
and various other powered material handling equipment and we are therefore subject to regulation by the U.S. and Canadian
Departments of Transportation. Our operations are also subject to regulation by the Occupational Safety and Health Administration,
the Drug Enforcement Agency and other federal, state, provincial and local agencies. Each of these regulatory authorities has broad
administrative powers with respect to our operations. Regulations, and the costs of complying with those regulations, have been
increasing in recent years. If we fail to adequately comply with government regulations, we could experience increased inspections
or audits, regulatory authorities could take remedial action including imposing fines or shutting down our operations or we could
be subject to increased compliance costs. If any of these events were to occur, our results of operations would be adversely affected.
Natural disaster damage could have a material adverse effect on our business.
Our headquarters and operations in California, as well as one of our data centers located in Richmond, British Columbia,
Canada, are located in or near high hazard earthquake zones. In addition, one of our data centers is located in Plano, Texas, which
is susceptible to wind storms. We also have operations in areas that have been affected by natural disasters such as hurricanes,
tornados, flooding, ice and snow storms. While we maintain insurance to cover us for such potential losses, our insurance may not
be sufficient in the event of a significant natural disaster or payments under our policies may not be received timely enough to
prevent adverse impacts on our business. Our customers could also be affected by like events, which could adversely impact our
sales.
Insurance and claims expenses could have a material adverse effect on us.
We have a combination of both self-insurance and high-deductible insurance programs for the risks arising out of the services
we provide and the nature of our operations throughout North America, including claims exposure resulting from personal injury,
property damage, business interruption and workers' compensation. Workers' compensation, automobile and general liabilities are
determined using actuarial estimates of the aggregate liability for claims incurred and an estimate of incurred but not reported
claims. Our accruals for insurance reserves reflect certain actuarial assumptions and management judgments, which are subject
to a high degree of variability. If the number or severity of claims for which we are retaining risk increases, our financial condition
and results of operations could be adversely affected. If we lose our ability to self-insure these risks, our insurance costs could
materially increase and we may find it difficult to obtain adequate levels of insurance coverage.
13
Table of Contents
Risks Related to the Distribution of Cigarettes and Other Tobacco Products
Our sales volume is largely dependent upon the distribution of cigarettes, sales of which are declining generally.
The distribution of cigarettes is currently a significant portion of our business. In 2012, approximately 69.0% of our net sales
(which includes excise taxes) and 31.7% of our gross profit were generated from the distribution of cigarettes. Due to increases
in the prices of cigarettes, restrictions on marketing and promotions by cigarette manufacturers, increases in cigarette regulation
and excise taxes, health concerns, increased pressure from anti-tobacco groups and other factors, cigarette consumption in the U.S.
and Canada has been declining gradually over the past few decades. We expect consumption trends of legal cigarette products will
continue to be negatively impacted by the factors described above. In addition, we expect rising prices may lead to a higher
percentage of consumers purchasing cigarettes from illicit markets. If we are unable to sell other products to make up for these
declines in cigarette unit sales, our operating results may suffer.
Legislation and other matters are negatively affecting the cigarette and tobacco industry.
The tobacco industry is subject to a wide range of laws and regulations regarding the marketing, distribution, sale, taxation
and use of tobacco products imposed by governmental entities. Various jurisdictions have adopted or are considering legislation
and regulations restricting displays and marketing of tobacco products, establishing fire safety standards for cigarettes, raising the
minimum age to possess or purchase tobacco products, requiring the disclosure of ingredients used in the manufacture of tobacco
products, imposing restrictions on public smoking, restricting the sale of tobacco products directly to consumers or other recipients
over the internet and other tobacco product regulation. In addition, the FDA has been empowered to regulate changes to nicotine
yields and the chemicals and flavors used in tobacco products (including cigars and pipe products), require ingredient listings be
displayed on tobacco products, prohibit the use of certain terms which may attract youth or mislead users as to the risks involved
with using tobacco products, as well as limit or otherwise impact the marketing of tobacco products by requiring additional labels
or warnings as well as pre-approval of the FDA. Such legislation and related regulation could adversely impact the market for
tobacco products and, accordingly, our sales of such products.
In Canada, many provinces have enacted legislation authorizing and facilitating the recovery by provincial governments of
tobacco-related health care costs from the tobacco industry by way of lawsuit. Some Canadian provincial governments have either
already initiated lawsuits or indicated an intention that such lawsuits will be filed. It is unclear at this time how such restrictions
and lawsuits may affect Core-Mark and its Canadian operations.
If excise taxes are increased or credit terms are reduced, our sales of cigarettes and other tobacco products could decline
and our liquidity could be negatively impacted.
Cigarettes and tobacco products are subject to substantial excise taxes in the U.S. and Canada. Significant increases in
cigarette-related taxes and/or fees have been proposed or enacted and are likely to continue to be proposed or enacted by various
taxing jurisdictions within the U.S. and Canada as a means of increasing government revenues. These tax increases are expected
to continue and are expected to negatively impact consumption. Additionally, they may cause a shift in sales from premium brands
to discount brands or illicit channels as smokers seek lower priced options.
Taxing jurisdictions have the ability to change or rescind credit terms currently extended for the remittance of tax that we
collect on their behalf. If these excise taxes are substantially increased or credit terms are substantially reduced, it could have a
negative impact on our liquidity. Accordingly, we may be required to obtain additional debt financing, which we may not be able
to obtain on satisfactory terms or at all.
Our distribution of cigarettes and other tobacco products exposes us to potential liabilities.
In June 1994, the Mississippi attorney general brought an action against various tobacco industry members on behalf of the
state to recover state funds paid for health care costs related to tobacco use. Most other states sued the major U.S. cigarette
manufacturers based on similar theories. In November 1998, the major U.S. tobacco product manufacturers entered into a Master
Settlement Agreement (“MSA”) with 46 states, the District of Columbia and certain U.S. territories. The other four states --
Mississippi, Florida, Texas and Minnesota (the “non-MSA states”) -- settled their litigations with the major cigarette manufacturers
by separate agreements. The MSA and the other state settlement agreements settled health care cost recovery actions and monetary
claims relating to future conduct arising out of the use of, or exposure to, tobacco products, imposed a stream of future payment
obligations on major U.S. cigarette manufacturers and placed significant restrictions on the ability to market and sell cigarettes.
The payments required under the MSA result in the products sold by the participating manufacturers to be priced at higher levels
than non-MSA manufacturers. In addition, the growth in market share of discount brands since the MSA was signed has had an
adverse impact on the total volume of the cigarettes that we sell.
In connection with the MSA, we were indemnified by most of the tobacco product manufacturers from which we purchase
cigarettes and other tobacco products for liabilities arising from our sale of the tobacco products that they supply to us. Should the
MSA ever be invalidated, we could be subject to substantial litigation due to our distribution of cigarettes and other tobacco
14
Table of Contents
products, and we may not be indemnified for such costs by the tobacco product manufacturers in the future. In addition, even if
we are indemnified by cigarette manufacturers that are parties to the MSA, future litigation awards against such cigarette
manufacturers and our Company could be so large as to eliminate the ability of the manufacturers to satisfy their indemnification
obligations.
Should the MSA ever be invalidated or challenged, we could be subject to substantial litigation due to our distribution of
cigarettes and other tobacco products. In such an event, we would seek indemnification from the MSA manufacturers. However,
we cannot give any assurances that such indemnification would be available or sufficient. Even if we are indemnified by cigarette
manufacturers that are parties to the MSA, future litigation awards against such cigarette manufacturers and us could be so large
as to eliminate the ability of the manufacturers to satisfy their indemnification obligations.
We face competition from sales of illicit and other low priced sales of cigarettes.
We also face competition from the diversion into the U.S. and Canadian markets of cigarettes intended for sale outside of
such markets, the sale of cigarettes in non-taxable jurisdictions, inter-state/provincial and international smuggling of cigarettes,
the sale of counterfeit cigarettes by third parties, increased imports of foreign low priced brands, the sale of lower cost brands from
non-MSA manufacturers who are not burdened with MSA related payments, and the sale of cigarettes by third parties over the
internet and by other means designed to avoid collection of applicable taxes. The competitive environment has been characterized
by a continued influx of cheap products that challenge sales of higher priced and fully taxed cigarettes. Increased sales of illicit
or other low priced alternatives by third parties, or sales by means to avoid the collection of applicable taxes, could have an adverse
effect on our results of operations.
Risks Related to Financial Matters, Financing and Foreign Exchange
Changes to federal, state or provincial income tax legislation could have a material adverse effect on our business and
results of operations.
From time to time, new tax legislation is adopted by the federal government and various states or other regulatory bodies.
Significant changes in tax legislation could adversely affect our business or results of operations in a material way. For example,
in the U.S. the federal government has proposed legislation which effectively could limit, or even eliminate, use of the LIFO
inventory method for financial and income tax purposes. Although the final outcome of these proposals cannot be ascertained at
this time, the ultimate impact to us of the transition from LIFO to another inventory method could be material.
Our pension plan is currently underfunded and we will be required to make cash payments to the plan, reducing the cash
available for our business.
We record a liability associated with the underfunded status of our pension plans when the benefit obligation exceeds the
fair value of the plan assets. Included in pension liabilities on our balance sheet as of December 31, 2012 is $10.0 million related
to the underfunded pension obligation compared with $9.3 million as of December 31, 2011. The Company contributed $3.7
million to its pension plans in 2012 compared with $3.2 million in 2011. If the performance of the assets in the plan does not meet
our expectations, or if other actuarial assumptions are modified, our future cash payments to the plan could be substantially higher
than we expect. The pension plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Under ERISA,
the Pension Benefit Guaranty Corporation (“PBGC”) has the authority to terminate an underfunded pension plan under limited
circumstances. In the event our pension plan is terminated for any reason while it is underfunded, we will incur a liability to the
PBGC that may be equal to the entire amount of the underfunding in the pension plan. If this were to occur, our working capital
and results of operations could be adversely impacted.
There can be no assurance that we will continue to declare cash dividends in the future or in any particular amounts and
if there is a reduction in dividend payments, our stock price may be harmed.
In October 2011, our Board of Directors approved the commencement of a quarterly cash dividend. We intend to continue
to pay quarterly dividends subject to capital availability and periodic determinations by our Board of Directors that cash dividends
are in the best interest of our stockholders and are in compliance with all applicable laws and agreements to which we are a party.
Future dividends may be affected by a variety of factors such as available cash, anticipated working capital requirements, overall
financial condition, credit agreement restrictions, future prospects for earnings and cash flows, capital requirements for acquisitions,
stock repurchase programs, reserves for legal risks and changes in federal and state income tax laws or corporate laws. Our Board
of Directors may, at its discretion, decrease or entirely discontinue the payment of dividends at any time. Any such action could
have a material, negative effect on our stock price.
15
Table of Contents
Currency exchange rate fluctuations could have an adverse effect on our revenues and financial results.
We generate a significant portion of our revenues in Canadian dollars, approximately 13% in 2012 and 15% in 2011. We
also incur a significant portion of our expenses in Canadian dollars. To the extent that we are unable to match revenues received
in Canadian dollars with costs paid in the same currency, exchange rate fluctuations in Canadian dollars could have an adverse
effect on our revenues and financial results. During times of a strengthening U.S. dollar, our reported sales and earnings from our
Canadian operations will be reduced because the Canadian currency will be translated into fewer U.S. dollars. Conversely, during
times of a weakening U.S. dollar, our reported sales and earnings from our Canadian operations will be increased because the
Canadian currency will be translated into more U.S. dollars. Accounting principles generally accepted in the United States of
America (“GAAP”) require that foreign currency transaction gains or losses on short-term intercompany transactions be recorded
currently as gains or losses within the income statement. To the extent we incur losses on such transactions, our net income and
earnings per share will be reduced.
We may not be able to borrow additional capital to provide us with sufficient liquidity and capital resources necessary to
meet our future financial obligations.
We expect that our principal sources of funds will be cash generated from our operations and, if necessary, borrowings under
our $200 million Credit Facility. While we believe our sources of liquidity are adequate, we cannot assure you that these sources
will be available or continue to provide us with sufficient liquidity and capital resources required to meet our future financial
obligations, or to provide funds for our working capital, capital expenditures and other needs. As such, additional equity or debt
financing may be necessary, but we may not be able to expand our existing Credit Facility or obtain new financing on terms
satisfactory to us.
Our operating flexibility is limited in significant respects by the restrictive covenants in our Credit Facility.
Our Credit Facility imposes restrictions on us that could increase our vulnerability to general adverse economic and industry
conditions by limiting our flexibility in planning for and reacting to changes in our business and industry. Specifically, these
restrictions place limits on our ability, among other things, to: incur additional indebtedness, pay dividends and make distributions,
issue stock of subsidiaries, make investments, repurchase stock, create liens, enter into transactions with affiliates, merge or
consolidate, or transfer and sell our assets. In addition, under our Credit Facility, under certain circumstances we are required to
meet a fixed charge coverage ratio. Our ability to comply with this covenant may be affected by factors beyond our control and a
breach of the covenant could result in an event of default under our Credit Facility, which would permit the lenders to declare all
amounts incurred thereunder to be immediately due and payable and terminate their commitments to make further extensions of
credit.
Changes to accounting rules or regulations may adversely affect our operating results and financial position.
Changes to GAAP arise from new and revised standards, interpretations and other guidance issued by the Financial
Accounting Standards Board (“FASB”), the SEC and others. For example, the U.S.-based FASB is currently working together
with the International Accounting Standards Board (“IASB”) on several projects to further align accounting principles and facilitate
more comparable financial reporting between companies who are required to follow GAAP under SEC regulations and those who
are required to follow International Financial Reporting Standards (“IFRS”) outside of the U.S. The effects of such changes may
include prescribing an accounting method where none had been previously specified, prescribing a single acceptable method of
accounting from among several acceptable methods that currently exist or revoking the acceptability of a current method and
replacing it with an entirely different method, among others. Such changes could result in unanticipated effects on our results of
operations, financial position and other financial measures, including significant additional costs to implement and maintain the
new accounting standards.
Our actual business and financial results could differ as a result of the accounting methods, estimates and assumptions
that we use in preparing our financial statements, which may negatively impact our results of operations and financial
condition.
To prepare financial statements in conformity with generally accepted accounting principles of the United States,
management is required to exercise judgment in selecting and applying accounting methodologies and making estimates and
assumptions. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any
of which may be reasonable under the circumstances, yet may result in our reporting materially different results than would have
been reported under a different alternative. These methods, estimates, and assumptions are subject to uncertainties and changes
which affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities.
Areas requiring significant estimates by our management include but are not limited to the following: allowance for doubtful
accounts, provisions for income taxes, vendor rebates and promotional allowances, impairment of goodwill, impairment of long-
lived and other intangible assets, valuation of assets and liabilities in connection with business combinations, pension obligations,
stock-based compensation expense and accruals for estimated liabilities, including litigation and insurance reserves.
16
Table of Contents
ITEM 1. B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our headquarters are located in South San Francisco, California, and consist of approximately 27,000 square feet of leased
office space. We also lease approximately 13,000 square feet for use by our information technology and tax personnel in Richmond,
British Columbia, approximately 6,000 square feet for use by our information technology personnel in Plano, Texas, and
approximately 3,000 and 2,000 square feet of additional office space in Fort Worth, Texas and Phoenix, AZ, respectively. We lease
approximately 3.4 million square feet and own approximately 0.7 million square feet of distribution space.
Distribution Center Facilities by City and State of Location(1)
Albuquerque, New Mexico
Atlanta, Georgia
Bakersfield, California
Corona, California(2)
Denver, Colorado
Forrest City, Arkansas(4)
Fort Worth, Texas
Grants Pass, Oregon
Hayward, California
Las Vegas, Nevada
Leitchfield, Kentucky
Los Angeles, California
Minneapolis, Minnesota
Portland, Oregon
Sacramento, California(3)
Salt Lake City, Utah
Sanford, North Carolina
Spokane, Washington
Tampa, Florida
Whitinsville, Massachusetts
Wilkes-Barre, Pennsylvania
Calgary, Alberta
Toronto, Ontario
Vancouver, British Columbia
Winnipeg, Manitoba
(1) Excluding outside storage facilities or depots and two distribution facilities that we operate as a third party logistics provider.
Depots are defined as a secondary location for a division which may include any combination of sales offices, operational
departments and/or storage. We own distribution center facilities located in Wilkes-Barre, Pennsylvania; Leitchfield, Kentucky;
and Forrest City, Arkansas. All other facilities listed are leased. The facilities we own are subject to encumbrances under our
principal credit facility.
(2) This location includes two facilities, a distribution center and our AMI consolidating warehouse.
(3) This facility includes a distribution center and our Artic Cascade consolidating warehouse.
(4) This facility includes a distribution center and our AMI-Artic East consolidating warehouse.
We also operate distribution centers on behalf of two of our major customers, one in Phoenix, Arizona for Couche-Tard, and
one in San Antonio, Texas for Valero Energy Corporation. Each facility is leased by the specific customer solely for their use and
operated by Core-Mark.
ITEM 3.
LEGAL PROCEEDINGS
The Company is a plaintiff in a lawsuit against Sonitrol Corporation. The case arose from the December 21, 2002 arson fire
at the Denver warehouse in which Sonitrol failed to detect and respond to a four-hour burglary and subsequent arson. In 2010, a
jury found in favor of the Company and our insurers. Sonitrol appealed the judgment to the Colorado Appellate Court and on July
19, 2012, the Appellate Court upheld the trial court's ruling on two of the three issues being appealed but set aside the judgment
and remanded the case back to the District Court for trial on the sole issue of damages. The Appellate Court's ruling was appealed
by Sonitrol to the Colorado Supreme Court on September 21, 2012. We are unable to predict when this litigation will be finally
resolved and the ultimate outcome. Any monetary recovery from the lawsuit would be recognized only if and when it is finally
paid to the Company.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
17
Table of Contents
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market and Stockholders
Our common stock trades on the NASDAQ Global Market under the symbol “CORE.” According to the records of our
transfer agent, we had 2,127 stockholders of record as of February 28, 2013.
The following table provides the range of high and low sales prices of our common stock as reported by NASDAQ for the
periods indicated:
Fiscal 2012
4th Quarter
3rd Quarter
2nd Quarter
1st Quarter
Fiscal 2011
4th Quarter
3rd Quarter
2nd Quarter
1st Quarter
$
$
Low
Price
High
Price
Low
Price
$
$
40.06
43.29
34.78
37.01
29.57
30.33
32.41
31.61
49.24
50.56
48.17
42.74
High
Price
40.52
38.69
35.84
36.10
18
Table of Contents
PERFORMANCE COMPARISON
The graph below presents a comparison of cumulative total return to stockholders for Core-Mark's stock at the end of each
year from 2007 through 2012, as well as the cumulative total returns of the NASDAQ Non-Financial Stock Index, the Russell
2000 Index and a peer group of companies (“the Performance Peer Group”).
Cumulative total return to stockholders is measured by the change in the share price for the period, plus any dividends,
divided by the share price at the beginning of the measurement period. Core-Mark's cumulative stockholder return is based on an
investment of $100 on December 31, 2007, and is compared to the total return of the NASDAQ Non-Financial Stock Index, the
Russell 2000 Index, and the weighted-average performance of the Performance Peer Group over the same period with a like amount
invested, including the assumption that any dividends have been reinvested. We regularly compare our performance to the Russell
2000 Index since it includes primarily companies with relatively small market capitalization similar to us.
The companies composing the Performance Peer Group are Sysco Corp. (SYY), Nash Finch Company (NAFC), United
Natural Foods, Inc. (UNFI) and AMCON Distributing Co. (DIT).
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG CORE-MARK, NASDAQ NON-FINANCIAL STOCK AND RUSSELL 2000 INDEXES AND THE
PERFORMANCE PEER GROUP
12/31/07
12/31/08
12/31/09
12/31/10
12/30/11
12/31/12
CORE
NASDAQ Index
Russell 2000
Performance Peer Group
$
$
$
$
100.00
100.00
100.00
100.00
$
$
$
$
74.93
58.78
66.21
75.27
$
$
$
$
114.76
88.64
84.20
95.17
$
$
$
$
123.92
105.21
106.82
105.35
$
$
$
$
138.48
105.08
102.36
108.32
$
$
$
$
168.86
122.88
119.09
122.28
Investment Value at
19
Table of Contents
Dividends
On October 19, 2011, we announced the commencement of a quarterly dividend program. On the same day, the Board of
Directors declared a quarterly cash dividend of $0.17 per common share, which resulted in a total payment of approximately $1.9
million during 2011. In 2012, the Board of Directors declared quarterly cash dividends of $0.17 per common share on February 3,
2012, May 3, 2012 and August 3, 2012, and a cash dividend of $0.19 per common share on November 1, 2012. On December 6,
2012, in lieu of our first quarter of 2013 dividend, the Board of Directors declared an accelerated cash dividend of $0.19 per
common share that was paid on December 31, 2012. We paid total dividends of $10.3 million during 2012. Our Credit Facility
places certain limits on our ability to pay cash dividends on our common stock. The payment of any future dividends will be
determined by our Board of Directors in light of then existing conditions, including our earnings, financial condition and capital
requirements, strategic alternatives, restrictions in financing agreements, business conditions and other factors.
Issuer Purchases of Equity Securities
The following table provides the repurchases of common stock shares during the three months ended December 31, 2012:
Issuer Purchases of Equity Securities
Total Cost
of Shares
Approximate
Dollar Value
of Shares that
Purchased as
May Yet be
Part of Publicly
Purchased Under
Average
Announced Plans
the Plans
Total
Number
Calendar month
in which purchases were made:
of Shares
Repurchased (1)
Price Paid
per Share (2)
or Programs
(in millions)(1)
or Programs
(in millions) (3) (4)
October 1, 2012 to October 31, 2012
— $
— $
November 1, 2012 to November 30, 2012
December 1, 2012 to December 31, 2012
Total repurchases for the three months
ended December 31, 2012
82,000
19,000
43.43
46.54
101,000
$
44.02
$
— $
3.6
0.9
4.5
$
10.3
6.7
5.8
5.8
_____________________________________________
(1) All purchases were made as part of the share repurchase program announced on May 25, 2011.
(2) Includes related transaction fees.
(3) On May 24, 2011, our Board of Directors authorized the repurchase of up to $30 million of our common stock. The timing
and amount of the purchases are based on market conditions, our cash and liquidity requirements, relevant securities laws and
other factors. The share repurchase program may be discontinued or amended at any time. The program has no expiration
date and expires when the amount authorized has been expended or the Board withdraws its authorization.
(4) During the year ended December 31, 2012 we repurchased 118,800 shares of common stock under the share repurchase
program at an average price of $43.34 per share for a total cost of $5.2 million.
20
Table of Contents
ITEM 6.
SELECTED FINANCIAL DATA
Core-Mark Holding Company, Inc., or Core-Mark, is the ultimate parent holding company for Core-Mark International,
Inc. and our wholly-owned subsidiaries.
Basis of Presentation
The selected consolidated financial data for the five years from 2008 to 2012 are derived from Core-Mark's audited
consolidated financial statements included in our Annual Reports on Form 10-K. The following financial data should be read in
conjunction with the consolidated financial statements and notes thereto and with Item 7, Management's Discussion and Analysis
of Financial Condition and Results of Operations.
SELECTED CONSOLIDATED FINANCIAL DATA
Core-Mark Holding Company, Inc.
(in millions except per share amounts)
Statement of Operations Data:
2012(a)
Year Ended December 31,
2010(c)
2009(d)
2011(b)
2008(e)
$
8,892.4
$
8,114.9
$
7,266.8
$
6,531.6
$
6,044.9
Basic net income per common share
Diluted net income per common share
$
$
2.96
2.91
$
$
2.30
2.23
$
$
1.64
1.55
$
$
4.53
4.35
$
$
Net sales
Gross profit (f)
Warehousing and distribution expenses (f)
Selling, general and administrative expenses
Amortization of intangible assets
Income from operations
Interest expense, net (g)
Net income
Per share data:
Shares used to compute net income per share:
Basic
Diluted
Other Financial Data:
Excise taxes (h)
Cigarette inventory holding gains/FET (i)
OTP tax items (j)
LIFO expense
Depreciation and amortization (k)
Stock-based compensation
Capital expenditures
Adjusted EBITDA (l)
476.8
262.7
153.7
3.0
57.4
1.8
33.9
434.1
234.6
150.8
3.0
45.7
2.0
26.2
385.3
211.8
142.5
2.1
28.9
2.2
17.7
401.6
197.3
137.3
2.0
65.0
1.4
47.3
359.1
197.6
129.4
2.0
30.1
1.2
17.9
1.71
1.64
10.5
10.9
11.5
11.6
11.4
11.7
10.8
11.4
10.5
10.9
$
1,987.0
$
1,951.5
$
1,756.5
$
1,516.0
$
1,474.4
7.8
—
12.3
25.3
5.8
28.6
100.8
8.2
0.8
18.3
22.4
5.5
24.1
91.9
6.1
0.6
16.6
19.7
4.8
13.9
70.0
25.2
0.6
6.7
18.7
5.1
21.1
95.5
3.1
1.4
11.0
17.4
3.9
19.9
62.4
2012
2011
2010
2009
2008
December 31,
Balance Sheet Data:
Total assets
$
919.2
$
870.2
$
708.8
$
677.9
$
Total debt, including current maturities
85.6
63.3
1.0
20.0
______________________________________________
612.6
30.8
(a) The selected consolidated financial data for 2012 includes the results of operations of J.T. Davenport & Sons, Inc., which was
acquired on December 17, 2012.
21
Table of Contents
(b) The selected consolidated financial data for 2011 includes the results of operations of FCGC, which was acquired in May
2011, and the Tampa, Florida division, which commenced operations in September 2011.
(c) The selected consolidated financial data for 2010 includes approximately $105.9 million of incremental sales related to
increased cigarette prices by manufacturers in response to the increase in federal excise taxes mandated by the State Children's
Health Insurance Program (“SCHIP”) legislation. The 2010 data also includes the results of operations of Finkle Distributors,
Inc., which was acquired in August 2010.
(d) The selected consolidated financial data for 2009 includes approximately $534.0 million of incremental sales related to
increased cigarette prices by manufacturers in response to the increase in federal excise taxes mandated by the SCHIP legislation
and $36.7 million of related cigarette inventory holding gains, offset by $11.5 million of net floor stock tax.
(e) The selected consolidated financial data for 2008 includes the results of operations of the Toronto division, which commenced
operations in late January 2008, and also the New England division following its acquisition in June 2008.
(f) Gross profit may not be comparable to those of other entities because warehousing and distribution expenses are not included
as a component of our cost of goods sold.
(g) Interest expense, net, is reported net of interest income.
(h) State, local and provincial excise taxes (predominantly cigarettes and tobacco) paid by the Company are included in net sales
and cost of goods sold.
(i) Cigarette inventory holding gains represent income related to cigarette and excise tax stamp inventories on hand at the time
either cigarette manufacturers increase their prices or states increase their excise taxes, for which the Company is able to pass
such increases on to its customers. This income is recorded as an offset to cost of goods sold and recognized as the inventory
is sold. Although we have realized cigarette inventory holding gains in each of the last five years, this income is not predictable
and is dependent on inventory levels and the timing of manufacturer price increases or state excise tax increases. In 2009, we
realized significant cigarette inventory holding gains due to the price increases in response to the federal excise taxes (“FET”)
levied on manufacturers by the SCHIP legislation.
(j) We received an Other Tobacco Products (“OTP”) tax settlement of $0.8 million in 2011. We recognized a $0.6 million OTP
tax gain resulting from a state tax method change in 2010 and received OTP tax refunds of $0.6 million in 2009 and $1.4
million in 2008.
(k) Depreciation and amortization includes depreciation on property and equipment and amortization of purchased intangibles.
(l) Adjusted EBITDA is a non-GAAP measure and should be considered as a supplement to, and not as a substitute for, or superior
to, financial measures calculated in accordance with GAAP. Adjusted EBITDA is equal to net income adding back interest
expense, net, provision for income taxes, depreciation and amortization, LIFO expense, stock-based compensation expense
and foreign currency transaction losses (gains), net.
22
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should
be read in conjunction with the accompanying audited consolidated financial statements and notes thereto that are included under
Part II, Item 8, of this Form 10-K. Also refer to “Special Note Regarding Forward-Looking Statements,” which is included after
Table of Contents in this Form 10-K.
Our Business
Core-Mark is one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North
America. We offer a full range of products, marketing programs and technology solutions to over 29,000 customer locations in
the U.S. and Canada. Our customers include traditional convenience stores, grocery stores, drug stores, liquor stores and other
specialty and small format stores that carry convenience products. Our product offering includes cigarettes, other tobacco products,
candy, snacks, fast food, groceries, fresh products, dairy, bread, beverages, general merchandise and health and beauty care products.
We operate a network of 28 distribution centers in the U.S. and Canada (excluding two distribution facilities we operate as a third
party logistics provider).
Our objective is to help our customers increase their sales and profitability, which will increase our overall return to
shareholders by growing our market share, revenues and profitability. To that end, we remained focused during 2012 on enhancing
our “Fresh” product offering, driving our Vendor Consolidation Initiative (“VCI”), providing category management consultations
and expanding our market presence.
Overview of 2012 Results
In 2012 we continued to benefit from our marketing initiatives as well as market share gains primarily in the Southeastern
U.S. (“Southeastern Expansion”), most recently with the acquisition of J.T. Davenport & Sons, Inc (“Davenport”) in December
2012, and in 2011 through our expanded agreement (“the Customer Agreement”) with Alimentation Couche-Tard, Inc. (“Couche-
Tard”) which led to the establishment of an operating division in Tampa, Florida. In addition we benefited from the addition of
the Forrest City Grocery Company (“FCGC”) which we acquired in May 2011. We believe our success in driving market share
growth will continue in 2013.
Net sales for 2012 increased 9.6%, or $777.5 million, to $8,892.4 million compared to $8,114.9 million for 2011. The primary
drivers of the increase were sales attributable to the aforementioned market share expansion, an additional 6.4% increase in food/
non-food sales and inflation in cigarette prices offset by a 2.1% decline in comparable cigarette carton sales which was below the
U.S. national consumption decline of 3.0%.
We believe food/non-food sales and gross profit were negatively impacted by the lack of price inflation in underlying
manufacturer costs during 2012 compared to prior year and historical levels. We believe food/non-food manufacturers will need
to raise prices at some point in the future. In addition to the level of inflation, our operating results may be impacted by significant
changes in other macroeconomic conditions including consumer confidence, spending, cigarette consumption, unemployment and
fuel prices.
Gross profit increased $42.7 million, or 9.8% to $476.8 million for 2012. Remaining gross profit(1) increased $43.8 million,
or 10.0%, to $481.3 million for 2012 from $437.5 million for 2011. The increase in remaining gross profit was driven by a $32.2
million, or 10.8%, increase in food/non-food remaining gross profit and a 2.3% per carton increase in cigarette remaining gross
profit. Remaining gross profit margin for 2012 increased slightly to 5.41% from 5.39% for 2011. The increase in remaining gross
profit margin was driven by our marketing strategies focused primarily on our food/non-food products offset by lower profit
margins under the Customer Agreement, lower income from manufacturer price increases as well as margin compression resulting
from price increases by cigarette manufacturers in 2012.
Our gross profit can be positively or negatively impacted on a comparable basis depending on the relative level of price
inflation or deflation period over period. Our cigarette categories are priced on cents-per-carton, whereas our food/non-food
categories are generally priced as a percentage mark-up on our cost. When cigarette product or tobacco tax increases, the gross
________________________________________
(1) Remaining gross profit and remaining gross profit margin are non-GAAP financial measures which we provide to segregate
the effects of cigarette inventory holding gains, LIFO expense and other items that significantly affect the comparability of
gross profit and related margins (see the calculation of remaining gross profit and remaining gross profit margin in “Comparison
of Sales and Gross Profit by Product Category” below).
23
Table of Contents
profit expansion is disproportionate to the selling price point and thus our overall gross margins are compressed due to the large
weighting of our cigarette volume. In addition, we tend to realize lower gross margins from large chain business; however, in both
cases we earn an overall favorable return as chain customers and our cigarette categories generally require a lower level of investment
in working capital.
Net income for 2012 increased $7.7 million, or 29.4% to $33.9 million, compared to $26.2 million for 2011. The increase
in net income resulted from a 9.8% increase in gross profit driven primarily by higher sales and margins in food/non-food, offset
partially by an increase in operating expenses of 8.0%. Operating expenses as a percentage of net sales improved to 4.7% in 2012
compared to 4.8% in 2011. Inflation from cigarette price increases in 2012 compressed operating expenses as a percent of sales
by five basis points.
Adjusted EBITDA(2) increased 9.7% to $100.8 million in 2012, including $1.3 million of Davenport acquisition costs, from
$91.9 million in 2011. Adjusted EBITDA for 2011 included $4.5 million of acquisition and start-up costs for FCGC and our Florida
distribution center. The increase in Adjusted EBITDA in 2012 was driven primarily by the Southeastern Expansion and an increase
in gross profit in our food/non-food commodities offset by a reduction in inventory holding profits of $9.9 million compared with
2011.
Business and Supply Expansion
We continued to benefit from the expansion of our business in the Southeastern U.S. during 2012. In addition, we continue
to execute our core strategies of enhancing our fresh product offering, leveraging our vendor consolidation initiative (“VCI”), and
providing category management expertise to our customers. Our strategies are designed to take cost and inefficiencies out of our
customers' supply chains, to provide them a means of offering fresh and attractive foods that consumers are demanding and partner
with the independent retailer to optimize how they manage what they bring to their customers. We believe each of these strategies,
when adopted, will provide an opportunity for the retailer to increase its profits.
Some of our more recent expansion activities include:
• On December 17, 2012, we acquired J.T. Davenport & Sons, Inc. (“Davenport”), a large convenience wholesaler, located
in North Carolina, which services approximately 1,800 customers in the eight states of North Carolina, South Carolina,
Georgia, Maryland, Ohio, Kentucky, West Virginia and Virginia. This acquisition increased Core-Mark's market presence
in the Southeastern United States and further supported our ability to cost effectively service national and regional retailers
(see Note 3 -- Acquisitions to our consolidated financial statements).
• Our sales of “Fresh” products increased 32% in 2012 compared to 2011. In part, we accomplished this by increasing the
number of stores participating in our proprietary “Fresh and Local™” program to over 8,800 participating stores as of
December 31, 2012. In 2012, we added breadth to the program by offering new fresh item solutions and we realized
positive margin growth in 2012 for “Fresh” by improving product assortment, in-store marketing efforts and spoils
management.
• On September 7, 2011, we signed the Customer Agreement with Couche-Tard to service their Couche-Tard corporate
stores, under the Circle K brand, within Couche-Tard's Southeast, Gulf Coast and Florida markets. As of December 31,
2012, we serviced approximately 990 Circle K stores in these markets. We began supplying the additional Circle K stores
in September 2011 through a new distribution center in Tampa, Florida and certain of our existing facilities. Effective
October 31, 2011, Core-Mark became an authorized wholesaler for the Couche-Tard chain of Circle K franchised stores
located throughout the eastern U.S. which allows us the opportunity to carry all Circle K franchise proprietary products.
On December 15, 2011, we finalized the renewal of our existing distribution agreements with Couche-Tard for stores
located in western Canada and the western U.S. Sales to Couche-Tard accounted for approximately 13.7% of our total
net sales for 2012.
• On May 2, 2011, we acquired FCGC, located in Forrest City, Arkansas. FCGC was a regional wholesale distributor
servicing customers in Arkansas, Mississippi, Tennessee and the surrounding states. This acquisition has allowed us to
increase our infrastructure and market share in the Southeastern U.S. FCGC's customers are located primarily in states
where cigarette pricing is regulated. Sales in these states, known as “fair trade” states, will likely result in higher cigarette
gross profits, in terms of cents per carton, and lower food/non-food gross profit margins. (see Note 3 -- Acquisitions to
our consolidated financial statements).
____________________________________________
(2) Adjusted EBITDA is a non-GAAP financial measure and should be considered as a supplement to, and not as a substitute for,
or superior to, financial measures calculated in accordance with generally accepted accounting principles in the United States
of America ("GAAP") (see the calculation of Adjusted EBITDA in “Liquidity and Capital Resources” below).
24
Table of Contents
Other Business Developments
Dividends
On October 19, 2011, we announced the commencement of a quarterly dividend program. On the same day, the Board of
Directors declared a quarterly cash dividend of $0.17 per common share, which resulted in a total payment of approximately $1.9
million during 2011. In 2012, the Board of Directors declared a quarterly cash dividend of $0.17 per common share on February 3,
2012, May 3, 2012 and August 3, 2012, and a cash dividend of $0.19 per common share on November 1, 2012. On December 6,
2012, in lieu of our first quarter of 2013 dividend, the Board of Directors declared an accelerated cash dividend of $0.19 per
common share that was paid on December 31, 2012. We paid total dividends of $10.3 million during 2012.
Share Repurchase Program
The share repurchase program was approved by our Board to enable the company to buy shares when we believe our stock
price is undervalued. Repurchases under the program also have the positive effect of offsetting the dilution associated with new
share issuances due to vesting of restricted stock and the exercise of stock options. During the year ended December 31, 2012 and
2011, we repurchased 118,800 and 542,415 shares of common stock, respectively, under the share repurchase program at an average
price of $43.34 and $35.03 per share for a total cost of $5.2 million and $19.0 million. No shares of common stock were repurchased
under our share repurchase program for the year ended December 31, 2010. As of December 31, 2012 there was $5.8 million
available for future share repurchases under our share repurchase program.
Results of Operations
Comparison of 2012 and 2011 (in millions) (1):
Amounts
Increase
(Decrease)
777.5
$
428.8
348.7
742.0
42.7
$
28.1
Net sales
Net sales — Cigarettes
Net sales — Food/non-food
Net sales, less excise taxes (2)
Gross profit (3)
Warehousing and
distribution expenses
Selling, general and
administrative expenses
Amortization of
intangible assets
Income from operations
Interest expense
Interest income
Foreign currency transaction
losses, net
Income before taxes
Net income
Adjusted EBITDA (4)
______________________________________________
(0.3)
12.2
7.7
8.9
—
11.7
(0.2)
—
2.9
8,892.4
6,139.4
2,753.0
6,905.4
476.8
262.7
153.7
3.0
57.4
(2.2)
0.4
(0.2)
55.4
33.9
100.8
2012
% of Net
sales
100.0%
69.0
31.0
77.7
5.4
% of Net
sales, less
excise
taxes
—% $
63.1
36.9
100.0
6.9
3.0
1.7
—
0.6
—
—
—
0.6
0.4
1.1
3.8
2.2
—
0.8
—
—
—
0.8
0.5
1.5
2011
% of Net
sales
100.0%
70.4
29.6
76.0
5.3
% of Net
sales, less
excise
taxes
—%
64.1
35.9
100.0
7.0
2.9
1.9
—
0.6
—
—
—
0.5
0.3
1.1
3.8
2.4
—
0.7
—
—
—
0.7
0.4
1.5
Amounts
8,114.9
5,710.6
2,404.3
6,163.4
434.1
234.6
150.8
3.0
45.7
(2.4)
0.4
(0.5)
43.2
26.2
91.9
(1) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.
25
Table of Contents
(2) Net sales, less excise taxes is a non-GAAP financial measure which we provide to separate the increase in sales due to
product sales growth and increases in state, local and provincial excise taxes which we are responsible for collecting and
remitting. Federal excise taxes are levied on the manufacturers who pass the taxes on to us as part of the product cost and
thus are not a component of our excise taxes. Although increases in cigarette excise taxes result in higher net sales, our
overall gross profit percentage may be reduced; however we do not expect increases in excise taxes to negatively impact
gross profit per carton (see Comparison of Sales and Gross Profit by Product Category, page 33).
(3) Gross profit may not be comparable to those of other entities because warehousing and distribution expenses are not included
as a component of our cost of goods sold.
(4) Adjusted EBITDA is a non-GAAP financial measure and should be considered as a supplement to, and not as a substitute
for, or superior to, financial measures calculated in accordance with GAAP (see calculation of Adjusted EBITDA in “Liquidity
and Capital Resources” below).
Net Sales. Net sales for 2012 increased by $777.5 million, or 9.6%, to $8,892.4 million from $8,114.9 million in 2011.
The increase was due primarily to our Southeastern Expansion, sales attributable to FCGC, cigarette price inflation and an additional
6.4% increase in food/non-food sales driven primarily by higher sales to new and existing customers.
Net Sales of Cigarettes. Net sales of cigarettes for 2012 increased by $428.8 million, or 7.5%, to $6,139.4 million from
$5,710.6 million in 2011. This increase in net cigarette sales in 2012 was driven by sales attributable to our Southeastern Expansion
and FCGC in 2012. In addition, there was a 2.4% increase in the average sales price per carton due primarily to cigarette manufacturer
price increases. Total carton sales during 2012 increased 5.9%, consisting of an increase of 7.5% in the U.S., offset by a decrease
of 7.5% in Canada. Excluding incremental carton sales attributable to the Southeastern Expansion and FCGC, carton sales declined
by 1.4% in the U.S., which was less than the overall industry decline of approximately 3.0%. The decline in Canada related primarily
to the loss of one customer, representing less than 0.3% of total cartons sold by the Company, and a focused reduction in service
to certain customers which resulted in improved profitability for the Canadian region in 2012. While we have experienced only
slight declines in carton sales on a comparative basis, we believe long-term cigarette consumption will be negatively impacted by
rising prices, legislative actions, diminishing social acceptance and sales through illicit markets. We expect cigarette manufacturers
will raise prices as carton sales decline in order to maintain or enhance their overall profitability, thus mitigating the effects of the
decline to the distributor. In addition, industry data indicates that convenience retailers are more than offsetting cigarette volume
profit declines through higher sales of food/non-food products. We expect this to continue as the convenience industry adjusts to
consumer demands. Total net cigarette sales as a percentage of total net sales were 69.0% in 2012 compared to 70.4% in 2011.
Net Sales of Food/Non-food Products. Net sales of food/non-food products for 2012 increased $348.7 million, or 14.5%,
to $2,753.0 million from $2,404.3 million in 2011. The following table provides net sales by product category for our food/non-
food products (in millions) (1):
Product Category
Food
Candy
Other tobacco products
Health, beauty & general
Beverages
Equipment/other
2012
Net Sales
2011
Net Sales
Increase / (Decrease)
Amounts
Percentage
$
1,178.6
$
489.5
687.8
269.2
125.6
2.3
$
995.7
459.8
607.9
237.5
100.9
2.5
182.9
29.7
79.9
31.7
24.7
(0.2)
348.7
18.4%
6.5
13.1
13.3
24.5
(8.0)
14.5%
Total Food/Non-food Products
$
2,753.0
$
2,404.3
$
______________________________________________
(1) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.
Sales associated with the Southeastern Expansion and FCGC represented approximately 59% of the increase in food/non-
food sales for 2012. The remaining 41% increase in food/non-food sales was due primarily to higher sales in our food category
driven by our sales and marketing initiatives with existing and new customers and higher sales of smokeless tobacco products
included in our OTP and health, beauty & general product categories, which we believe was driven primarily by increased restrictions
on where people are allowed to smoke in public. Total net sales of food/non-food products as a percentage of total net sales increased
to 31.0% for 2012 compared to 29.6% in 2011.
26
Table of Contents
Gross Profit. Gross profit represents the amount of profit after deducting cost of goods sold from net sales during the period.
Vendor incentives, inventory holding gains and changes in LIFO reserves are components of cost of goods sold and therefore part
of our gross profit. Gross profit for 2012 increased by $42.7 million, or 9.8%, to $476.8 million from $434.1 million in 2011 due
primarily to our Southeastern Expansion, FCGC and an increase in sales in our food/non-food category. Gross profit margin was
5.36% of total net sales for 2012 compared to 5.35% for 2011. Inflation from cigarette price increases in 2012 compressed our
gross profit margin by approximately four basis points.
The following table provides the components comprising the change in gross profit as a percentage of net sales for 2012 and
2011 (in millions)(1):
2012
2011
Increase
(Decrease)
Amounts
% of Net
sales
% of Net
sales, less
excise
taxes
Amounts
% of Net
sales
% of Net
sales, less
excise
taxes
$
Net sales
Net sales, less excise taxes (2)
Components of gross profit:
Cigarette inventory holding gains(3) $
Net candy holding gain (4)
OTP tax items (5)
LIFO expense
Remaining gross profit (6)
Gross profit
$
777.5
742.0
$ 8,892.4
100.0 %
— % $ 8,114.9
100.0 %
— %
6,905.4
77.7
100.0
6,163.4
76.0
100.0
(0.4) $
(5.9)
(0.8)
6.0
43.8
42.7
7.8
—
—
0.09 %
0.11 % $
—
—
—
—
(12.3)
(0.14)
(0.18)
481.3
476.8
$
5.41
5.36%
6.97
6.90% $
8.2
5.9
0.8
(18.3)
437.5
434.1
0.10 %
0.13 %
0.07
0.01
0.10
0.01
(0.22)
(0.30)
5.39
5.35%
7.10
7.04%
______________________________________________
(1) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.
(2) Net sales, less excise taxes is a non-GAAP financial measure which we provide to separate the increase in sales due to
product sales growth and increases in state, local and provincial excise taxes which we are responsible for collecting and
remitting. Federal excise taxes are levied on the manufacturers who pass the tax on to us as part of the product cost and thus
are not a component of our excise taxes. Although increases in cigarette excise taxes result in higher net sales, our overall
gross profit percentage may be reduced; however we do not expect increases in excise taxes to negatively impact gross profit
per carton (see Comparison of Sales and Gross Profit by Product Category, page 33).
(3) The amount of cigarette inventory holding gains attributable to the U.S. and Canada were $7.0 million and $0.8 million,
(4)
respectively, for 2012, compared to $7.4 million and $0.8 million, respectively, for 2011.
In 2011, we recognized a $5.9 million net candy holding gain resulting from U.S. manufacturer price increases. The net
candy holding gain was estimated as the amount in excess of our normal manufacturer incentives for those products sold
during the year.
(5) We received an OTP tax settlement of $0.8 million in 2011.
(6) Remaining gross profit is a non-GAAP financial measure which we provide to segregate the effects of LIFO expense, cigarette
inventory holding gains and other items that significantly affect the comparability of gross profit.
Remaining gross profit increased $43.8 million, or 10.0%, to $481.3 million for 2012 from $437.5 million in 2011. The
increase in remaining gross profit was driven by a $32.2 million, or 10.8%, increase in food/non-food remaining gross profit and
a 2.3% per carton increase in cigarette remaining gross profit. Remaining gross profit margin for 2012 increased slightly to 5.41%
from 5.39% for 2011. The increase in remaining gross profit margin was driven by our marketing strategies focused primarily on
our food/non-food commodities offset by lower profit margins under the Customer Agreement, lower income from manufacturer
price increases, as well as margin compression resulting from price increases by cigarette manufacturers in 2012.
Cigarette remaining gross profit increased 8.3% in 2012 compared to 2011 due primarily to a 5.9% increase in cartons sold,
driven by our Southeastern Expansion and sales by FCGC. On a per carton basis, cigarette remaining gross profit increased 2.3%
in 2012 compared to 2011.
Food/non-food remaining gross profit increased $32.2 million, or 10.8%, for 2012 compared to 2011, despite a decrease of
$3.6 million in inventory holding gains. The increase in food/non-food remaining gross profit was driven by our Southeastern
Expansion, FCGC and growth in sales to existing customers. Remaining gross profit margin for our food/non-food category for
2012 was 11.99% compared to 12.39% for 2011. The new Customer Agreement and business acquired with other larger chain
customers in 2012 compressed remaining gross profit for food/non-food by approximately 39 basis points. In addition, lower
27
Table of Contents
income from manufacturer price increases for food/non-food in 2012 reduced remaining gross profit margin by 17 basis points
compared to 2011. Our gross profit can be positively or negatively impacted on a comparable basis depending on the relative level
of price inflation or deflation period over period and the timing of certain vendor incentives. In addition, to the extent that we
continue to capture additional large chain business, our gross profit margins may be negatively impacted. However, large chain
customers generally require less working capital, allowing us, in most cases, to offer lower prices to achieve a favorable return on
our investment. Our focus is to strike a balance between large chain business, which generally have lower gross profit margins
and independently owned convenience stores, which generally have higher gross profit margins and comprise over 65% of the
overall convenience store market in the U.S.
In 2012, our remaining gross profit for food/non-food products was approximately 68.6% of our total remaining gross profit
compared to 68.1% in 2011.
Operating Expenses. Our operating expenses include costs related to Warehousing and Distribution, and Selling, General
and Administrative activities. In 2012, operating expenses increased $31.0 million, or 8.0%, to $419.4 million from $388.4 million
in 2011. The increase in operating expenses was due primarily to the new Florida distribution center, additional costs to support
the increased sales volume and the acquisition of FCGC in May 2011. Additional items impacting operating expenses for the year
ended December 31, 2012 are discussed below. As a percentage of net sales, total operating expenses declined to 4.7% for 2012
compared to 4.8% for 2011.
Warehousing and Distribution Expenses. Warehousing and distribution expenses in 2012 increased $28.1 million, or 12.0%,
to $262.7 million from $234.6 million in 2011. The increase in warehousing and distribution expenses was due primarily to the
new Florida distribution center, additional costs to support the increased sales volume, the addition of FCGC and a $2.5 million
increase in healthcare claims and workers compensation costs. In addition, warehousing and distribution expenses for 2012 were
impacted by temporary operational inefficiencies at certain divisions resulting primarily in higher labor costs, and a $1.0 million
increase in net fuel costs, due largely to an increase in miles driven. Although the price we pay for fuel increased only modestly
in 2012, future increases or decreases in fuel costs, or in the fuel surcharges we pass on to our customers, may materially impact
our financial results depending on the extent and timing of these changes. As a percentage of net sales, warehousing and distribution
expenses were 3.0% for 2012 compared to 2.9% for 2011.
Selling, General and Administrative (“SG&A”) Expenses. SG&A expenses in 2012 increased $2.9 million, or 1.9%, to
$153.7 million from $150.8 million in 2011. The increase in SG&A expenses was due primarily to the addition of the Florida
distribution center, the acquisition of FCGC and $1.3 million of Davenport acquisition costs, partially offset by a $1.8 million
reduction in expenses resulting from the favorable resolution of legacy workers' compensation and insurance claims. SG&A
expenses for 2011 included $2.7 million of acquisition and start-up costs related to FCGC and $1.8 million of costs related to the
start-up of the Florida distribution center and other infrastructure costs to support the Customer Agreement. As a percentage of
net sales, SG&A expenses declined to 1.7% for 2012 compared to 1.9% for 2011.
Interest Expense. Interest expense includes both interest and loan amortization fees related to borrowings and facility fees.
Interest expense was $2.2 million for 2012 compared to $2.4 million for 2011. The decrease was due primarily to lower fees for
unused facility and letter of credit participation, partially offset by an increase in average borrowings during 2012. Average
borrowings for 2012 were $26.3 million with an average interest rate of 2.1%, compared to average borrowings of $21.1 million
and an average interest rate of 2.2% for 2011.
Interest Income. Interest income was $0.4 million for both 2012 and 2011. Our interest income was derived primarily from
earnings on cash balances kept in trust, checking accounts and overnight deposits.
Foreign Currency Transaction Losses, Net. We realized foreign currency transaction losses of $0.2 million for 2012
compared to $0.5 million in 2011. The change was due primarily to the level of investment in our Canadian operations and the
fluctuation in the Canadian/U.S. exchange rate.
Income Taxes. Our effective tax rate was 38.8% for 2012 compared to 39.4% for 2011. The decrease in our effective tax
rate for 2012 was due primarily to a higher proportion of earnings from states with lower tax rates and the impact of non-deductible
acquisition related costs recognized in each period (see Note 10 - Income Taxes to our consolidated financial statements for a
reconciliation of the differences between the federal statutory tax rate and the effective tax rate).
In both 2012 and 2011, the provision for income taxes included a net benefit of $0.5 million related primarily to the expiration
of the statute of limitations for uncertain tax positions and adjustments of prior year's estimates.
28
Table of Contents
Results of Operations
Comparison 2011 and 2010 (in millions) (1):
2011
2010
Increase
(Decrease)
Amounts
% of Net
sales
% of Net
sales, less
excise
taxes
Amounts
% of Net
sales
% of Net
sales, less
excise
taxes
Net sales
$
Net sales — Cigarettes
Net sales — Food/non-food
Net sales, less excise taxes (2)
Gross profit (3)
Warehousing and
distribution expenses
Selling, general and
administrative expenses
Amortization of
intangible assets
Income from operations
Interest expense
Interest income
Foreign currency transaction
(losses) gains, net
Income before taxes
$
848.1
590.9
257.2
653.1
48.8
22.8
8.3
0.9
16.8
(0.2)
—
(1.0)
16.0
Net income
Adjusted EBITDA (4)
______________________________________________
21.9
8.5
8,114.9
5,710.6
2,404.3
6,163.4
434.1
234.6
150.8
3.0
45.7
(2.4)
0.4
(0.5)
43.2
26.2
91.9
100.0%
—% $
70.4
29.6
76.0
5.3
2.9
1.9
—
0.6
—
—
—
0.5
0.3
1.1
64.1
35.9
100.0
7.0
3.8
2.4
—
0.7
—
—
—
0.7
0.4
1.5
7,266.8
5,119.7
2,147.1
5,510.3
385.3
211.8
142.5
2.1
28.9
(2.6)
0.4
0.5
27.2
17.7
70.0
100.0%
—%
70.5
29.5
75.8
5.3
2.9
2.0
—
0.4
—
—
—
0.4
0.2
1.0
64.0
36.0
100.0
7.0
3.8
2.6
—
0.5
—
—
—
0.5
0.3
1.3
(1) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.
(2) Net sales, less excise taxes is a non-GAAP financial measure which we provide to separate the increase in sales due to
product sales growth and increases in state, local and provincial excise taxes which we are responsible for collecting and
remitting. Federal excise taxes are levied on the manufacturers who pass the taxes on to us as part of the product cost and
thus are not a component of our excise taxes. Although increases in cigarette excise taxes result in higher net sales, our
overall gross profit percentage may be reduced; however we do not expect increases in excise taxes to negatively impact
gross profit per carton (see Comparison of Sales and Gross Profit by Product Category, page 33).
(3) Gross profit may not be comparable to those of other entities because warehousing and distribution expenses are not included
as a component of our cost of goods sold.
(4) Adjusted EBITDA is a non-GAAP financial measure and should be considered as a supplement to, and not as a substitute
for, or superior to, financial measures calculated in accordance with GAAP (see calculation of adjusted EBITDA in “Liquidity
and Capital Resources” below).
Net Sales. Net sales for 2011 increased by $848.1 million, or 11.7%, to $8,114.9 million from $7,266.8 million in 2010.
Excluding the effects of foreign currency fluctuations, net sales increased 11.0% in 2011 compared to 2010, driven primarily by
sales attributable to the FCGC and Finkle Distributors, Inc. ("FDI") acquisitions, sales associated with the Customer Agreement
and increases in food/non-food sales to existing customers.
Net Sales of Cigarettes. Net sales of cigarettes for 2011 increased by $590.9 million, or 11.5%, to $5,710.6 million from
$5,119.7 million in 2010. Net cigarette sales for 2011 increased 10.9%, excluding the effects of foreign currency fluctuations. This
increase in net cigarette sales was driven by sales attributable to the FCGC and FDI acquisitions and sales associated with the
Customer Agreement. In addition, there was a 3.3% increase in the average sales price per carton due primarily to cigarette price
inflation and increases in excise taxes. Total carton sales in 2011 increased 9.2% in the U.S. and increased 1.3% in Canada.
Excluding incremental carton sales attributable to the FCGC and FDI acquisitions, carton sales associated with the Customer
Agreement and one additional selling day in 2011, carton sales declined by 1.9% in the U.S. While we have experienced only
slight declines in carton sales on a comparative basis, consistent with industry trends over the last several years, we believe long-
29
Table of Contents
term cigarette consumption will be negatively impacted by rising prices, legislative actions, diminishing social acceptance and
sales through illicit markets. We expect cigarette manufacturers will raise prices as carton sales decline in order to maintain or
enhance their overall profitability, thus mitigating the effects of the decline to the distributor. Total net cigarette sales as a percentage
of total net sales were 70.4% in 2011 compared to 70.5% in 2010.
Net Sales of Food/Non-food Products. Net sales of food/non-food products for 2011 increased $257.2 million, or 12.0%,
to $2,404.3 million from $2,147.1 million in 2010. Excluding the effects of foreign currency fluctuations, net sales of our food/
non-food products increased 11.3% in 2011. The following table provides net sales by product category for our food/non-food
products (in millions) (1):
Product Category
Food
Candy
Other tobacco products
Health, beauty & general
Beverages
Equipment/other
2011
Net Sales
2010
Net Sales
Increase / (Decrease)
Amounts
Percentage
$
$
995.7
459.8
607.9
237.5
100.9
2.5
$
840.9
426.0
503.6
220.6
152.0
4.0
154.8
33.8
104.3
16.9
(51.1)
(1.5)
257.2
18.4%
7.9
20.7
7.7
(33.6)
(37.5)
12.0%
Total Food/Non-food Products
$
2,404.3
$
2,147.1
$
______________________________________________
(1) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.
Net sales of food/non-food products increased 15.6% excluding sales of Gatorade, which was moved to a direct-store-
delivery ("DSD") format during the first quarter of 2011. The increase in food/non-food sales was driven primarily by sales
attributable to the FCGC and FDI acquisitions, the Customer Agreement and incremental sales driven by our sales and marketing
initiatives primarily impacting our food category. In addition, sales in our Other Tobacco Products ("OTP") category were positively
impacted by an increase in sales of smokeless tobacco products, which we believe is driven by increased regulation of where
people can smoke and an increase in excise taxes. Total net sales of food/non-food products as a percentage of total net sales
increased slightly to 29.6% for 2011 compared to 29.5% for 2010, despite the addition of FCGC which has a lower percentage of
food/non-food net sales.
Gross Profit. Gross profit represents the amount of profit after deducting cost of goods sold from net sales during the period.
Vendor incentives, inventory holding gains and changes in LIFO reserves are components of cost of goods sold and therefore part
of our gross profit. Gross profit for 2011 increased by $48.8 million, or 12.7%, to $434.1 million from $385.3 million in 2010.
The increase in gross profit for 2011 was driven primarily by a $42.3 million increase in remaining gross profit, incremental
cigarette inventory holding gains of $2.1 million and a net candy holding gain of $5.9 million, both resulting from manufacturer
price increases, which also contributed to a $1.7 million increase in LIFO expense. The increase in remaining gross profit was due
primarily to the addition of FCGC, the Customer Agreement and sales increases in our food/non-food category.
30
Table of Contents
The following table provides the components comprising the change in gross profit as a percentage of net sales for 2011
and 2010 (in millions)(1):
2011
2010
Increase
(Decrease)
Amounts
% of Net
sales
% of Net
sales, less
excise
taxes
Amounts
% of Net
sales
% of Net
sales, less
excise
$
Net sales
Net sales, less excise taxes (2)
Components of gross profit:
Cigarette inventory holding gains(3) $
Net candy holding gain (4)
OTP tax items (5)
LIFO expense
Remaining gross profit (6)
Gross profit
$
848.1
653.1
$ 8,114.9
100.0 %
— % $ 7,266.8
100.0 %
— %
6,163.4
76.0
100.0
5,510.3
75.8
100.0
2.1
5.9
0.2
(1.7)
42.3
48.8
$
$
8.2
5.9
0.8
0.10 %
0.13 % $
0.07
0.01
0.10
0.01
(18.3)
(0.22)
(0.30)
437.5
434.1
5.39
5.35%
7.10
7.04% $
6.1
—
0.6
(16.6)
395.2
385.3
0.08 %
0.11 %
—
0.01
—
0.01
(0.23)
(0.30)
5.44
5.30%
7.17
6.99%
______________________________________________
(1) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.
(2) Net sales, less excise taxes is a non-GAAP financial measure which we provide to separate the increase in sales due to
product sales growth and increases in state, local and provincial excise taxes which we are responsible for collecting and
remitting. Federal excise taxes are levied on the manufacturers who pass the tax on to us as part of the product cost and thus
are not a component of our excise taxes. Although increases in cigarette excise taxes result in higher net sales, our overall
gross profit percentage may be reduced; however we do not expect increases in excise taxes to negatively impact gross profit
per carton (see Comparison of Sales and Gross Profit by Product Category, page 33).
(3) The amount of cigarette inventory holding gains attributable to the U.S. and Canada were $7.4 million and $0.8 million,
respectively, for 2011, compared to $5.6 million and $0.5 million, respectively, for 2010.
(4) We recognized a $5.9 million net candy holding gain resulting from U.S. manufacturer price increases during 2011. The net
candy holding gain was estimated as the amount in excess of our normal manufacturer incentives for those products sold
during 2011.
(5) We received an OTP tax settlement of $0.8 million in 2011 and recognized a $0.6 million OTP tax gain resulting from a state
tax method change in 2010.
(6) Remaining gross profit is a non-GAAP financial measure which we provide to segregate the effects of LIFO expense, cigarette
inventory holding gains and other items that significantly affect the comparability of gross profit.
Remaining gross profit increased $42.3 million, or 10.7%, to $437.5 million for 2011 from $395.2 million in 2010. Remaining
gross profit margin was 5.39% of total net sales for 2011 compared with 5.44% in 2010. The addition of FCGC and the new
Couche-Tard business reduced remaining gross profit margin by five basis points in 2011. Inflation in cigarette prices compressed
our remaining gross profit margin by approximately eight basis points in 2011.
Cigarette remaining gross profit increased 12.0%, or 3.4% on a per carton basis, in 2011 compared to 2010 due primarily
to higher remaining gross profit per carton from FCGC, which operates primarily in fair trade states. As we expand our presence
into fair trade states cigarette margins will be positively impacted and food/non-food margins will generally be negatively impacted.
Food/non-food remaining gross profit increased $27.3 million, or 10.1%, for 2011 compared to 2010. The increase was
driven by the addition of FCGC, the new Couche-Tard business and by our sales and marketing initiatives. Remaining gross profit
margin for our food/non-food category decreased approximately 21 basis points in 2011 to 12.39% compared to 12.60% in 2010.
Excluding FCGC and the Customer Agreement, which have lower food/non-food margins than the rest of our business, food/non-
food remaining gross profit margins increased approximately 22 basis points.
In 2011, our remaining gross profit for food/non-food products was 68.1% of our total remaining gross profit compared to
68.5% in 2010. The decrease in 2011 was due primarily to the addition of FCGC, which derives a higher percentage of its remaining
gross profit from cigarettes.We expect FCGC's food/non-food remaining gross profit margin to increase over time as we introduce
and implement our marketing programs, including VCI and Fresh, to its customers.
31
Table of Contents
Operating Expenses. Our operating expenses include costs related to Warehousing and Distribution, and Selling, General
and Administrative activities. In 2011, operating expenses increased $32.0 million, or 9.0%, to $388.4 million from $356.4 million
in 2010. The majority of the increase in operating expenses was attributable to the addition of FCGC, FDI, the new Florida
distribution center and other infrastructure costs to support the Customer Agreement. Additional items impacting operating expenses
for the year ended December 31, 2011 are discussed below. As a percentage of net sales, total operating expenses declined to 4.8%
in 2011 compared to 4.9% in 2010.
Warehousing and Distribution Expenses. Warehousing and distribution expenses increased $22.8 million, or 10.8%, to
$234.6 million in 2011 from $211.8 million in 2010. The increase in warehousing and distribution expenses compared with 2010
was due primarily to the addition of FCGC, FDI, the new Florida distribution center and a $2.7 million increase in net fuel costs
excluding FCGC and Florida. As a percentage of net sales, warehousing and distribution expenses were 2.9% for both years,
including the impact of higher fuel costs. While the impact of fuel costs lessened in the second half of 2011 as prices stabilized,
future increases or decreases in fuel costs or in the fuel surcharges we pass on to our customers may materially impact our financial
results depending on the extent and timing of these changes.
Selling, General and Administrative (“SG&A”) Expenses. SG&A expenses increased $8.3 million, or 5.8%, in 2011 to
$150.8 million from $142.5 million in 2010. The increase in SG&A expenses in 2011 was due primarily to the addition of FCGC
including $2.7 million of transition costs, the addition of the Florida distribution center including $1.8 million of start-up costs,
other infrastructure costs to support the Customer Agreement and an increase of $2.7 million for employee bonus and stock-based
compensation expense, partially offset by a $1.2 million decrease in health and welfare costs. SG&A expenses for 2010 included
$2.8 million of FDI integration costs, $1.6 million of costs related to the settlement of insurance claims we inherited from Fleming,
our former parent company, and $1.1 million of expenses for advisory and due diligence activities necessary to analyze multiple
offers from potential acquirers. As a percentage of net sales, SG&A expenses were 1.9% for 2011 compared with 2.0% for 2010.
Interest Expense. Interest expense includes both interest and loan amortization fees related to borrowings and facility fees.
Interest expense was $2.4 million for 2011 compared to $2.6 million for 2010. Lower fees for unused facility and letter of credit
participation were offset in part by higher interest expense due to higher borrowings during 2011. Average borrowings for 2011
were $21.1 million with an average interest rate of 2.2%, compared to average borrowings of $3.1 million and an average interest
rate of 2.9% for the same period in 2010.
Interest Income. Interest income was $0.4 million for both 2011 and 2010. Our interest income was derived primarily from
earnings on cash balances kept in trust, checking accounts and overnight deposits.
Foreign Currency Transaction (Losses) Gains, Net. We realized foreign currency transaction losses of $0.5 million for
2011 compared to gains of $0.5 million in 2010. The fluctuation was due primarily to the level of investment in our Canadian
operations and to changes in the Canadian/U.S. exchange rate.
Income Taxes. Our effective tax rate was 39.4% for 2011 compared to 34.9% for 2010. The increase in our effective tax rate
for 2011 was due primarily to a higher proportion of earnings from our Canadian operations in 2011, the impact of uncertain tax
positions recognized in each period and non-deductible transaction costs related to our recent acquisition of FCGC (see Note 10
- Income Taxes to our consolidated financial statements for a reconciliation of the differences between the federal statutory tax
rate and the effective tax rate.)
In 2011, the provision for income taxes included a $0.5 million net benefit, including $0.1 million of interest recovery,
compared to a net benefit of $0.5 million, including $0.1 million of interest recovery, for 2010 related to the expiration of the
statute of limitations for uncertain tax positions.
32
Table of Contents
Comparison of Sales and Gross Profit by Product Category
The following table summarizes our cigarette and food/non-food product sales, LIFO expense, gross profit and other relevant
financial data for 2012, 2011 and 2010 (in millions)(1):
Cigarettes
Net sales
Excise taxes in sales (2)
Net sales, less excise taxes (3)
LIFO expense
Gross profit (4)
Gross profit %
Gross profit % less excise taxes
Remaining gross profit (6)
Remaining gross profit %
Remaining gross profit % less excise taxes
Food/Non-food Products
Net sales
Excise taxes in sales (2)
Net sales, less excise taxes (3)
LIFO expense
Gross profit (5)
Gross profit %
Gross profit % less excise taxes
Remaining gross profit (6)
Remaining gross profit %
Remaining gross profit % less excise taxes
Totals
Net sales
Excise taxes in sales (2)
Net sales, less excise taxes (3)
LIFO expense
Gross profit (4) (5)
Gross profit %
Gross profit % less excise taxes
Remaining gross profit (6)
Remaining gross profit %
Remaining gross profit % less excise taxes
______________________________________________
2012
2011
2010
$
6,139.4
$
5,710.6
$
5,119.7
1,782.4
4,357.0
8.0
151.0
1,762.1
3,948.5
10.4
137.4
1,594.2
3,525.5
11.3
119.4
2.46%
3.47%
2.41%
3.48%
2.33%
3.39%
$
151.2
$
139.6
$
124.6
2.46%
3.47%
2.44%
3.54%
2.43%
3.53%
$
2,753.0
$
2,404.3
$
2,147.1
204.6
2,548.4
4.3
325.8
189.4
2,214.9
7.9
296.7
162.3
1,984.8
5.3
265.9
11.83%
12.78%
12.34%
13.40%
12.38%
13.40%
$
330.1
$
297.9
$
270.6
11.99%
12.95%
12.39%
13.45%
12.60%
13.63%
$
8,892.4
$
8,114.9
$
7,266.8
1,987.0
6,905.4
12.3
476.8
1,951.5
6,163.4
18.3
434.1
1,756.5
5,510.3
16.6
385.3
5.36%
6.90%
5.35%
7.04%
5.30%
6.99%
$
481.3
$
437.5
$
395.2
5.41%
6.97%
5.39%
7.10%
5.44%
7.17%
(1) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.
(2) Excise taxes included in our net sales consist of state, local and provincial excise taxes which we are responsible for collecting
and remitting. Federal excise taxes are levied on the manufacturers who pass the tax on to us as part of the product cost and
thus are not a component of our excise taxes. Although increases in cigarette excise taxes result in higher net sales, our
overall gross profit percentage may be reduced since gross profit dollars generally remain the same.
(3) Net sales, less excise taxes is a non-GAAP financial measure which we provide to separate the increase in sales due to
product sales growth and increases in excise taxes.
33
Table of Contents
(4) Cigarette gross profit includes (i) cigarette inventory holding gains related to manufacturer price increases, (ii) increases in
state, local and provincial excise taxes and (iii) LIFO effects. Cigarette inventory holding gains for the years 2012, 2011
and 2010 were $7.8 million, $8.2 million and $6.1 million, respectively.
(5) Food/non-food gross profit includes (i) inventory holding gains related to manufacturer price increases, (ii) increases in state,
local and provincial excise taxes, (iii) LIFO effects, (iv) OTP tax items and (v) a net candy holding gain. Included in food/
non-food gross profit for 2011 was $5.9 million net candy holding gain and an OTP tax settlement of $0.8 million. Included
in food/non-food gross profit for 2010 is an OTP tax gain of $0.6 million resulting from a state tax method change, which
was recorded as a reduction to our costs of goods sold in 2010.
(6) Remaining gross profit is a non-GAAP financial measure which we provide to segregate the effects of LIFO expense, cigarette
inventory holding gains and other items that significantly affect the comparability of gross profit. Excluding a net candy
holding gain of $5.9 million in 2011, inventory holding gains for our food/non-food commodities decreased by $3.6 million
for 2012 compared to 2011 and increased by $3.2 million for 2011 compared to 2010.
Liquidity and Capital Resources
Our cash and cash equivalents as of December 31, 2012 were $19.1 million compared to $15.2 million as of December 31,
2011. Our restricted cash as of December 31, 2012 was $10.9 million compared to $12.6 million as of December 31, 2011. Restricted
cash represents primarily funds that have been set aside in trust as required by one of the Canadian provincial taxing authorities
to secure amounts payable for cigarette and tobacco excise taxes.
Our liquidity requirements arise primarily from the funding of our working capital, capital expenditures, debt service
requirements of our Credit Facility, income taxes, repurchases of common stock and dividend payments. We have historically
funded our liquidity requirements through our cash flows from operations and external borrowings. For the year ended
December 31, 2012, our cash flows from operating activities provided $71.2 million and at December 31, 2012, we had $97.7
million of borrowing capacity available under our Credit Facility.
Based on our anticipated cash needs, availability under our Credit Facility and the scheduled maturity of our debt, we expect
that our current liquidity will be sufficient to meet all of our anticipated operating needs during the next twelve months.
Cash flows from operating activities
Year ended December 31, 2012
Net cash provided by operating activities increased by $59.9 million to $71.2 million for the year ended December 31, 2012
compared to $11.3 million for the same period in 2011. This increase was due to a $52.8 million increase in net cash provided by
working capital and a $7.1 million increase in net income adjusted for non-cash items. The increase in net cash provided by working
capital was due primarily to a decrease in inventory and accounts receivable levels during 2012, excluding the impact of the
Davenport acquisition. Accounts and other receivables, net, were lower at the end of 2012, due to the timing of collections. The
decrease in inventory was due primarily to lower levels of year-end purchases related to seasonal promotional opportunities, new
business and holiday timing. Inventory purchases at the end of 2011 were higher to support these activities as more fully described
below. Conversely, in 2012 we generated less working capital from accounts payable and cigarette and tobacco taxes payable,
which declined consistent with the lower levels of inventory.
Year ended December 31, 2011
Net cash provided by operating activities decreased by $63.6 million to $11.3 million for the year ended December 31, 2011
compared to net cash provided of $74.9 million for the same period in 2010. This decrease was due primarily to an increase of
$71.1 million in net cash used to fund working capital. Inventory levels and prepaid inventory at December 31, 2011, net of related
accounts payable, used $37.5 million more in cash in 2011 compared to 2010 due primarily to investments at year-end to capitalize
on promotional opportunities, support new business, maximize LIFO tax strategy, and fund increases in inventory to support
holiday timing. In addition, tobacco taxes payable used $24.6 million more cash in 2011 compared to 2010, as 2010 benefited
from the establishment of credit terms related to both the FDI acquisition, and one additional taxing jurisdiction, and tax increases
in several states. A $7.5 million increase in net income adjusted for non-cash items offset partially the increase in net cash used to
fund working capital.
34
Table of Contents
Cash flows from investing activities
Year ended December 31, 2012
Net cash used in investing activities decreased by $14.5 million to $60.6 million for the year ended December 31, 2012
compared to $75.1 million for the same period in 2011. This decrease was due primarily to a $16.8 million reduction in cash used
for acquisitions. In 2012 we acquired Davenport for $34.0 million, net of acquired cash, compared with the acquisition of FCGC
in 2011 for which we paid $50.8 million, net of acquired cash. Capital expenditures increased by $4.5 million to $28.6 million in
2012 compared with $24.1 million in 2011. The increase in capital expenditures was due primarily to expansion projects at certain
warehouses.
Year ended December 31, 2011
Net cash used in investing activities increased by $24.6 million to $75.1 million for the year ended December 31, 2011
compared to $50.5 million for the same period in 2010. This increase was due primarily to the acquisition of FCGC in 2011 for
which we paid $50.8 million, net of acquired cash, compared with the acquisition of FDI in the same period in 2010 for which we
paid $35.9 million, net of acquired cash. Capital expenditures increased by $10.2 million to $24.1 million in 2011 compared with
$13.9 million for 2010. The increase in capital expenditures was due primarily to the opening of our Florida distribution center
and IT and other equipment for FCGC. The remainder of our capital expenditures during 2011 consisted of additions to our trucking
fleet, freezer and cooler expansion and other warehouse equipment.
Cash flows from financing activities
Year ended December 31, 2012
Net cash used in financing activities was $6.1 million for 2012 compared to net cash provided of $62.9 million for the same
period in 2011, a change of $69.0 million. This change was due primarily to a decrease in net borrowings under our Credit Facility
of $50.7 million, a decrease of $21.9 million in book overdrafts, caused by the level of cash on hand in relation to the timing of
vendor payments and an $8.4 million increase in cash used to pay dividends to shareholders, all of which were offset by a $13.8
million decrease in cash used to repurchase common stock in 2012.
Year ended December 31, 2011
Net cash provided from financing activities increased by $88.2 million to $62.9 million for 2011 compared to a net cash use
of $25.3 million for the same period in 2010. This increase was due primarily to an increase in net borrowings under our Credit
Facility of $81.2 million to fund the acquisition of FCGC and our working capital requirements primarily resulting from the timing
of year-end inventory purchases. An increase in book overdrafts of $30.0 million, which was caused by the level of cash on hand
in relation to the timing of vendor payments, also contributed to the increase in net cash provided, partially offset by $19.0 million
used to repurchase common stock in 2011.
Adjusted EBITDA
Adjusted EBITDA is a measure used by management to measure operating performance. We believe Adjusted EBITDA
provides meaningful supplemental information for investors regarding the performance of our business and allows investors to
view results in a manner similar to the method used by our management. Adjusted EBITDA is also among the primary measures
used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our results to other
companies in our industry. Adjusted EBITDA is not defined by GAAP and the discussion of Adjusted EBITDA should be considered
as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. We may
define Adjusted EBITDA differently than other companies and therefore such measures may not be comparable to ours.
35
Table of Contents
The following table provides the components of Adjusted EBITDA for years ended December 31, 2012, 2011 and 2010
(in millions):
Net income
Interest expense, net (1)
Provision for income taxes
Depreciation and amortization
LIFO expense
Stock-based compensation expense
Foreign currency transaction losses (gains), net
Year Ended December 31,
2012
2011
2010
$
33.9
$
26.2
$
1.8
21.5
25.3
12.3
5.8
0.2
2.0
17.0
22.4
18.3
5.5
0.5
Adjusted EBITDA
$
100.8
$
91.9
$
______________________________________________
(1) Interest expense, net, is reported net of interest income.
17.7
2.2
9.5
19.7
16.6
4.8
(0.5)
70.0
Adjusted EBITDA in 2012 increased 9.7% to $100.8 million, including $1.3 million of Davenport acquisition costs, from
$91.9 million in 2011. Adjusted EBITDA for 2011 included $4.5 million of acquisition and start-up costs for FCGC and our Florida
distribution center. The increase in Adjusted EBITDA in 2012 was driven primarily by the Southeastern Expansion and an increase
in gross profit in our food/non-food commodities offset by a reduction in inventory holding profits of $9.9 million compared with
2011.
Adjusted EBITDA in 2011 increased $21.9 million, or 31%, to $91.9 million from $70.0 million in 2010. The increase in
Adjusted EBITDA for 2011 was driven primarily by the acquisition of FCGC and our Southeastern Expansion, gross profit
expansion in our food/non-food commodities, incremental inventory holding gains and operating expense leverage.
Our Credit Facility
We have a revolving credit facility (“Credit Facility”) with a capacity of $200 million, which also provides for up to an
additional $100 million of lenders' revolving commitments, subject to certain provisions. On May 5, 2011, we entered into a fourth
amendment to our Credit Facility (the "Fourth Amendment"), which extended our Credit Facility from February 2014 to May 2016
and reduced the unused facility fees and the margin on LIBOR or CDOR borrowings. The margin added to LIBOR or CDOR is
a range of 175 to 225 basis points. The Fourth Amendment ties the LIBOR or CDOR margin to the amount of available credit
under the revolving Credit Facility. At the date of signing the Fourth Amendment, we incurred fees of $0.7 million, which are
being amortized over the term of the amendment.
All obligations under the Credit Facility are secured by first priority liens upon substantially all of our 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 LIBOR or CDOR based loans prepaid prior to the end of an interest period).
The Credit Facility contains restrictive covenants, including among others, limitations on dividends and other restricted
payments, other indebtedness, liens, investments and acquisitions and certain asset sales. As of December 31, 2012, we were in
compliance with all of the covenants under the Credit Facility.
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):
Amounts borrowed
Outstanding letters of credit
Amounts available to borrow (1)
______________________________________________
(1) Excluding $100 million expansion feature.
36
December 31,
2012
December 31,
2011
$
$
73.3
19.8
97.7
62.0
23.7
106.2
Table of Contents
Average borrowings during the years ended December 31, 2012 and 2011 were $26.3 million and $21.1 million , respectively,
with amounts borrowed, at any one time outstanding, ranging from zero to $91.5 million and zero to $89.5 million, respectively.
Our weighted-average interest rate was calculated based on our daily cost of borrowing, which was computed on a blend
of prime and LIBOR rates. The weighted-average interest rate on our revolving credit facility for the years ended December 31,
2012 and 2011 was and 2.1% and 2.2%, respectively. We paid total unused facility fees and letter of credit participation fees,
which are included in interest expense, of $0.9 million, $1.3 million, and $1.8 million for 2012, 2011 and 2010, respectively.
Amortization of debt issuance costs is included in interest expense. Unamortized debt issuance costs were $1.5 million and $1.9
million as of December 31, 2012 and 2011, respectively.
Contractual Obligations and Commitments
Contractual Obligations. The following table presents information regarding our contractual obligations that existed as of
December 31, 2012 (in millions):
Total
Less than 1
Year
1 - 3 Years
3 - 5 Years
More than 5
Years
Credit Facility (1)
Purchase obligations (2)
Letters of credit
Operating leases
Capitalized leases (3)
$
73.3
$
— $
— $
73.3
$
1.2
19.8
216.8
12.3
1.2
19.8
35.1
0.9
—
—
55.5
1.6
—
—
44.9
1.5
Total contractual obligations (4)(5)(6)
$
323.4
$
57.0
$
57.1
$
119.7
$
______________________________________________
—
—
—
81.3
8.3
89.6
(1)
Represents amounts borrowed under our revolving Credit Facility and does not include interest costs associated with the
Credit Facility which had a weighted-average interest rate of 2.1% for the year ended December 31, 2012.
(2) Our purchase obligations at December 31, 2012 were primarily related to delivery equipment. Purchase orders for the
purchase of inventory and other services are not included in the table above because purchase orders represent authorizations
to purchase rather than binding agreements. For purposes of this table, contractual obligations for purchase of goods or
services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including:
fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of
the transaction. Our purchase orders are based on our current inventory needs and are fulfilled by our suppliers within short
time periods. We also enter into contracts for outsourced services; however, the obligations under these contracts are not
significant and the contracts generally contain clauses allowing for cancellation without significant penalty.
(3) Represents warehouse facility, refrigeration and other office and warehouse equipment. Current maturities of capital leases
are included in accrued liabilities, and non-current maturities are included in long-term debt. Interest costs associated with
the capitalized leases are not included in the table above.
(4) We have not included in the table above claims liabilities of $28.1 million, net of current portion, which includes health
and welfare, workers' compensation and general and auto liabilities because it does not have a definite payout by year. They
are included in a separate line in the Consolidated Balance Sheet and discussed in Note 2 - Summary of Significant
Accounting Policies to our consolidated financial statements.
(5) As discussed in Note 11 - Employee Benefit Plans to our consolidated financial statements, we have a $10.0 million long-
term obligation arising from an underfunded pension plan. Future minimum pension funding requirements are not included
in the schedule above as they are not available for all periods presented.
The table excludes unrecognized tax liabilities of $1.6 million because a reasonable and reliable estimate of the timing of
future tax payments or settlements, if any, cannot be determined (see Note 10 - Income Taxes to our consolidated financial
statements).
(6)
Off-Balance Sheet Arrangements
Letter of Credit Commitments. As of December 31, 2012, our standby letters of credit issued under our Credit Facility were
$19.8 million related primarily to casualty insurance and tax obligations. The majority of the standby letters of credit mature in
one year. However, in the ordinary course of our business, we will continue to renew or modify the terms of the letters of credit
to support business requirements. The liabilities underlying the letters of credit are reflected on our consolidated balance sheets.
37
Table of Contents
Operating Leases. The majority of our sales offices, warehouse facilities and trucks are subject to lease agreements which
expire at various dates through 2027, excluding renewal options. These leases generally require us to maintain, insure and pay any
related taxes. In most instances, we expect the leases that expire will be renewed or replaced in the normal course of our business.
Third Party Distribution Centers. We currently manage two regional distribution centers for third party convenience store
operators who engage in self-distribution. Under the agreement relating to one of these facilities, the third party has a “put” right
under which it may require us to acquire the facility. If the put right is exercised, we will be required to (1) purchase the inventory
in the facilities at cost, (2) purchase the physical assets of the facilities at fully depreciated cost and (3) assume the obligations of
the third party as lessees under the leases related to those facilities. While we believe the likelihood that this put option will be
exercised is remote, if it were exercised, we would be required to make aggregate capital expenditures of approximately $2.7
million based on current estimates. The amount of capital expenditures would vary depending on the timing of any exercise of
such put right and does not include an estimate of the cost to purchase inventory because such purchases would simply replace
other planned inventory purchases and would not represent an incremental cost. In the event the third party terminates self-
distribution, they are required to enter into a five year distribution agreement with us to supply their stores.
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of our Financial Condition and Results of Operations is based on our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The
preparation of our consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets
and liabilities as of the date of the financial statements and the reported amounts of net sales and expenses during the reporting
period. The critical accounting polices used in the preparation of the consolidated financial statements are those that are important
both to the presentation of financial condition and results of operations and require significant judgments with regards to estimates.
We base our estimates on historical experience and on various assumptions we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. We believe the current assumptions and other considerations used to estimate amounts reflected in
our financial statements are appropriate; however, actual results could differ from these estimates.
We believe that the following represent the more critical accounting policies, which are subject to estimates and assumptions
used in the preparation of our financial statements.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts for losses we estimate will arise from our trade customers' inability to make
required payments. We evaluate the collectability of accounts receivable and determine the appropriate allowance for doubtful
accounts based on historical experience and a review of specific customer accounts. In determining the adequacy of allowances
for customer receivables, we analyze factors such as the value of any collateral, customer financial statements, historical collection
experience, aging of receivables, general economic conditions and other factors. It is possible that the accuracy of the estimation
process could be materially affected by different judgments as to the collectability based on information considered and further
deterioration of accounts. If circumstances change (i.e., further evidence of material adverse creditworthiness, additional accounts
become credit risks, store closures or deterioration in general economic conditions), our estimates of the recoverability of amounts
due us could be reduced by a material amount.
The allowance for doubtful accounts at December 31, 2012, 2011 and 2010 amounted to 4.5%, 4.2% and 4.5%, respectively,
of gross trade accounts receivable.
Bad debt expense associated with our trade customer receivables was $2.0 million for both 2012 and 2011 and $1.4 million
for 2010. As a percentage of net sales, our bad debt expense was less than 0.1% for 2012, 2011 and 2010.
Vendor and Sales Incentives
Vendor Rebates and Promotional Allowances -- Periodic payments from vendors in various forms including rebates,
promotional allowances and volume discounts are reflected in the carrying value of the related inventory when earned and as cost
of goods sold as the related merchandise is sold. Up-front consideration received from vendors linked to purchase or other
commitments is initially deferred and amortized ratably to cost of goods sold or as the performance of the activities specified by
the vendor to earn the fee is completed. Cooperative marketing incentives from suppliers are recorded as reductions to cost of
goods sold to the extent the vendor considerations exceed the costs relating to the programs. These amounts are recorded in the
period the related promotional or merchandising programs were provided. Certain vendor incentive promotions require that we
make assumptions and judgments regarding, for example, the likelihood of achieving market share levels or attaining specified
levels of purchases. Vendor incentives are at the discretion of our vendors and can fluctuate due to changes in vendor strategies
and market requirements.
38
Table of Contents
Customers' Sales Incentives -- We provide sales rebates or discounts to our customers on a regular basis. The customers'
sales incentives are recorded as a reduction to net sales as the sales incentive is earned by the customer. Additionally, we may
provide racking allowances for the customers' commitments to continue using us as the supplier of their products. These allowances
may be paid at the inception of the contract or on a periodic basis. Allowances paid at the inception of the contract are capitalized
and amortized over the period of the distribution agreement as a reduction to sales.
Claims Liabilities and Insurance Recoverables
We maintain reserves related to workers' compensation, general and auto liability and health and welfare programs that are
principally self-insured. Our workers' compensation, general and auto liability insurance policies currently include a deductible
of $500,000 per occurrence and we maintain excess loss insurance that covers any health and welfare costs in excess of $200,000
per person per year.
Our reserves for workers' compensation, general and auto insurance liabilities are estimated based on applying an actuarially
derived loss development factor to our incurred losses, including losses for claims incurred but not yet reported. Actuarial projections
of losses concerning workers' compensation, general and auto insurance liabilities are subject to a high degree of variability. Among
the causes of this variability are unpredictable external factors affecting future inflation rates, health care costs, litigation trends,
legal interpretations, legislative reforms, benefit level changes and claim settlement patterns. Our reserve for health and welfare
claims includes an estimate of claims incurred but not yet reported which is derived primarily from historical experience.
Our claim liabilities and the related recoverables from insurance carriers for estimated claims in excess of the deductible
and other insured events are presented in their gross amounts because there is no right of offset. The following is a summary of
our net reserves as of December 31, 2012 and 2011 (in millions):
2012
2011
Current
Long-Term
Total
Current
Long-Term
Total
Gross claims liabilities:
Workers' compensation
Auto & general insurance
Health & welfare
Total gross claims liabilities
Insurance recoverables
Reserves (net):
Workers' compensation
Auto & general insurance
Health & welfare
Reserves (net):
$
$
$
$
$
4.8
1.1
2.6
8.5
$
$
26.2
$
31.0
$
1.6
0.3
2.7
2.9
28.1
$
36.6
(2.1) $
(17.6) $
(19.7)
5.2
1.1
1.6
7.9
$
$
26.5
$
31.7
1.0
0.3
2.1
1.9
27.8
$
35.7
(2.2) $
(17.8) $
(20.0)
$
$
2.9
0.9
2.6
6.4
$
$
9.1
1.1
0.3
$
12.0
$
2.0
2.9
10.5
$
16.9
$
3.3
0.8
1.6
5.7
$
$
9.2
0.5
0.3
$
12.5
1.3
1.9
10.0
$
15.7
______________________________________________
The increase in these reserves for 2012 was due primarily to a higher number of claims and reported losses for our general
and auto insurance liability and health and welfare liability, combined with the addition of our new division in North Carolina. A
10% change in our incurred but not reported estimates would increase or decrease the estimated reserves for our workers'
compensation liability, general and auto insurance liability and health and welfare liability as of December 31, 2012 by $0.7
million, $0.1 million and $0.2 million, respectively.
39
Table of Contents
Pension Liabilities
We sponsored a qualified defined-benefit pension plan and a post-retirement benefit plan (collectively, "the Pension Plans")
for employees hired before September 1986 and certain employees of Fleming, our former parent company. As discussed in Note
11 - Employee Benefit Plans to our consolidated financial statements, our qualified defined-benefit pension plan was underfunded
by $10.0 million and $9.3 million at December 31, 2012 and 2011, respectively. There have been no new entrants to the pension
or non-pension post-retirement benefit plans after those benefit plans were frozen on September 30, 1989. Pursuant to the plan of
reorganization (May 2004) described in Exhibit 2.1 and incorporated by reference (see Part IV, Item 15, Exhibit Index of this Form
10-K), we were assigned the obligations for three former Fleming defined-benefit pension plans, and these plans were merged
into our defined benefit pension plan effective December 2007.
The determination of the obligation and expense associated with our Pension Plans are dependent, in part, on our selection
of certain assumptions used by our independent actuaries in calculating these amounts. These assumptions are disclosed in Note
11 to the consolidated financial statements and include, among other things, the weighted-average discount rate, the expected
weighted-average long-term rate of return on plan assets and the rate of compensation increases. Actual results in any given year
will often differ from actuarial assumptions because of economic and other factors. In accordance with U.S. GAAP, actual results
that differ from the actuarial assumptions are accumulated and amortized over future periods and, therefore, affect recognized
expense and the recorded obligation in such future periods. While we believe our assumptions are appropriate, significant differences
in actual results or changes in our assumptions may materially affect our pension and other post-retirement obligations and the
future expense.
We select the weighted-average discount rates for each benefit plan as the rate at which the benefits could be effectively
settled as of the measurement date. In selecting an appropriate weighted-average discount rate we use a yield curve methodology,
matching the expected benefits at each duration to the available high quality yields at that duration and calculating an equivalent
yield, which is the ultimate discount rate used. The weighted-average discount rate used to determine the pension obligation and
pension expense were 3.80% and 4.72%, respectively, for 2012 and 4.72% and 5.04%, respectively, for 2011. A lower weighted-
average discount rate increases the present value of benefit obligations and increases pension expense. Expected return on pension
plan assets is based on historical experience of our portfolio and the review of projected returns by asset class on broad, publicly
traded equity and fixed-income indices, as well as target asset allocation. Our target asset allocation mix is designed to meet our
long-term pension and post-retirement benefit plan requirements. Our assumed weighted-average rate of return on our assets was
7.25% and 7.35% for 2012 and 2011, respectively.
Sensitivity to changes in the major assumptions for our pension plans as of December 31, 2012 is as follows (in millions):
Expected return on plan assets
Discount rate -- Pension
Discount rate -- Post-retirement
Long-Lived and Other Intangible Assets Impairment
Percentage
Point
Change
+/- .25 pt
+/- .25 pt
+/- .25 pt
Projected
Benefit
Obligation
Decrease
(Increase)
N/A
$0.9 / (1.0)
$0.1 / (0.1)
Expense
Decrease
(Increase)
$0.1 / (0.1)
$0.0 / (0.0)
$0.0 / (0.0)
We review our intangible and other long-lived assets for potential impairment at least quarterly. Long-lived and other
intangible assets may also be tested for impairment when events and circumstances exist that indicate the carrying amounts of
those assets may not be recoverable. Long-lived assets consist primarily of land, buildings, furniture, fixtures and equipment,
leasehold improvements and other intangible assets. An impairment of long-lived assets exists when the carrying amount of a
long-lived asset, or asset group, exceeds its fair value. Impairment losses are recorded when the carrying amount of the impaired
asset is not recoverable. Recoverability is determined by comparing the carrying amount of the asset (or asset group) to the
undiscounted cash flows which are expected to be generated from its use. Our estimates of future cash flows are based on historical
experience and management's expectations of relevant customers and markets and other operational factors. These estimates project
future cash flows several years into the future and can be affected by factors such as competition, inflation and other economic
conditions. Assets to be disposed of are reported at the lower of carrying amount or fair value less the cost to sell such assets.
During 2012, 2011 and 2010, we did not record impairment losses related to long-lived and other intangible assets or assets
identified for abandonment as a result of facility closures or facility relocation.
40
Table of Contents
Goodwill Impairment
We test goodwill for impairment at the end of each year, or whenever events or circumstances indicate that it is more likely
than not that the fair value of a reporting unit is below its carrying amount. We first assess the related qualitative factors to determine
whether it is necessary to perform the two-step quantitative goodwill impairment test. The tests to evaluate for impairment are
performed at the operating division level. In the first step of the quantitative impairment test, we compare the fair value of the
operating division to its carrying value. If the fair value of the division is less than its carrying value, we perform a second step
to determine the implied fair value of goodwill associated with the division. If the carrying value of goodwill exceeds the implied
fair value of goodwill, such excess represents the amount of goodwill impairment for which an impairment loss would be recorded.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimated fair value
of each division is based on the discounted cash flow method. This method is based on historical and forecasted amounts specific
to each reporting unit and considers sales, gross profit, operating profit and cash flows and general economic and market conditions,
as well as the impact of planned business and operational strategies.
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-02, Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires an entity to report the effect of significant
reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being
reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income.
For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting
period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about
those amounts. This ASU is effective beginning after December 15, 2012. We do not expect this update to have a material effect
on our consolidated financial statements.
In June 2011, the FASB ASU No. 2011-05, Presentation of Comprehensive Income. ASU 2011-05 requires an entity to
present the total of comprehensive income, the components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices,
an entity is required to present each component of other comprehensive income along with a total for other comprehensive income,
and a total amount for comprehensive income. The Company adopted this pronouncement upon its effective date beginning January
1, 2012.
In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment. ASU 2011-08 permits an entity
to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is
less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step
goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This pronouncement was effective
for the Company beginning January 1, 2012.
Forward-Looking Trends and Other Information
Cigarette Industry Trends
Cigarette Consumption
Cigarette carton sales for the industry have been in decline in the U.S. and Canada for more than a decade and in recent years
we have seen a shift to other tobacco products including smokeless products. We believe overall cigarette consumption will
continue to decline in the foreseeable future due to factors such as increases in the prices of cigarettes, increases in cigarette
regulation and excise taxes, health concerns, increased pressure from anti-tobacco groups and other factors, all of which may lead
to reduced consumption or consumers purchasing cigarettes from illicit markets.
Consistent with the industry, our cigarette carton sales have declined on average over the last five years on a comparable
basis. However, these declines in cigarette carton sales have been mitigated by increases in cigarette prices by the manufacturers.
In addition, our same store carton decline is often masked by market share gains. These market share gains, and equally important,
price increases have driven our ability to make more profit dollars from cigarette sales during this long secular decline in demand.
Despite our belief that this secular decline will continue at about the same pace, we also believe that we will continue to grow our
gross profit dollars from cigarette sales based on our expectation that cigarette manufacturers will continue to raise prices as carton
sales decline and that we will continue to take market share.
41
Table of Contents
Cigarette Inventory Holding Gains
Distributors such as Core-Mark may, from time to time, earn higher gross profits on cigarette inventory and excise tax stamp
quantities on hand at the time cigarette manufacturers increase their prices or when states, localities or provinces increase their
excise taxes and allow us to recognize inventory holding gains. These gains are recorded as an offset to cost of goods sold as the
inventory is sold. Our cigarette inventory holding gains were $7.8 million, or 1.6%, of our gross profit for 2012 and $8.2 million,
or 1.9%, of our gross profit, for 2011 and $6.1 million, or 1.6% of our gross profit for 2010. We expect cigarette manufacturers
will continue to raise prices as carton sales decline in order to maintain or enhance their overall profitability.
Food/Non-food Product Trends
We focus virtually all our marketing efforts on growing our food/non-food product sales. These products have significantly
higher margins than cigarette products. Our goal is to continue to increase food/non-food product sales in the future to potentially
offset the decline in cigarette cartons as well as enhance our profits and those of our customers.
We believe, based upon recent industry trends, that the convenience industry is selling more of these food/non-food items.
We have specifically focused more heavily on fresh and healthy offerings because we believe that over the long-term the convenience
shopper is trending toward these type items. These products tend to earn somewhat higher margins than most other food/non-food
products we distribute. Industry experts have indicated that fresh food is driving more and more shopping trips among consumers,
and we are positioning ourselves and our customers to benefit from that trend. Ultimately, the consumer will determine what
products are sold in the convenience store, but trends indicate that perishable foods will serve a more important role in the
convenience retail channel in the future.
Generally we benefit from inflation in products, however we did not see much inflation in 2012 food/non-food product
categories compared to 2011. Price is controlled by the manufacturer and thus future levels of price inflation cannot be estimated
by us. Historically we have seen inflation in non-cigarette categories during times of steep commodity price increases and steep
fuel price inflation.
General Economic Trends
Economic Conditions
Protracted challenging economic conditions, including high unemployment and underemployment rates, depressed real estate
values, losses to consumer retirement and investment accounts, increases in food and other commodity prices and the outcome of
political events (e.g. resolution of the national debt ceiling) may result in weakened consumer confidence and curtailed consumer
spending in certain sectors. If these economic conditions are severe and/or persist for a prolonged period, we expect that our
customers would experience reduced sales, which, in turn, would adversely affect demand for our products and could lead to
reduced sales and increased pressures on our margins. In addition, severe adverse economic conditions may place a number of
our convenience retail customers under financial stress, which could increase our credit risk and potential bad debt exposure. These
economic and market conditions may have a material adverse effect on our business and operating results.
Inflation/Deflation
Historically, we have benefited from manufacturer price increases, both as a result of inventory holding gains and our cost
plus pricing structure. However, significant increases in cigarette product costs and cigarette excise taxes adversely impact our
gross profit as a percentage of sales, because we are paid on a cents per carton basis for cigarette sales. As a result, cigarette gross
profit percentages typically decline from marked increases in the underlying product costs or excise tax increases, regardless of
the fact that absolute gross profit dollars on a cents per carton basis may have increased. This is due to the disparity in the absolute
dollars of the underlying product costs and excise taxes compared to the cents per carton that we make in gross profit.
Our food/non-food sales are generally priced based on the manufacturer's cost of the product plus a percentage markup. As
a result, we generally benefit from food/non-food price increases. However, during periods of cost deflation or stagnation for these
products our profit levels may be negatively impacted, even though our gross profit as a percentage of the price of goods sold may
remain relatively constant. To the extent that we are unable to pass on product cost increases and underlying carrying costs to our
customers, our profit margins and earnings could be negatively impacted.
Inflation can also result in increases in LIFO expense, adversely impacting our gross profit percentage (see Note 2 - Summary
of Significant Accounting Policies to our consolidated financial statements).
42
Table of Contents
ITEM 7. A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our most significant exposure to market risk comes from changes in short-term interest rates on our variable rate debt.
Depending upon the borrowing option chosen, the interest charged is generally based upon the prime rate or LIBOR plus an
applicable margin. If interest rates increased 21 basis points (which approximates 10% of the weighted-average interest rate on
our average borrowings during the year ended December 31, 2012), our results of operations and cash flows would not be materially
affected.
We are exposed to foreign currency risk, primarily through our operations in Canada which conduct business in Canadian
dollars. We record gains and losses within our shareholders' equity due to the translation of the Canadian branches' financial
statements into U.S. dollars. A 10% unfavorable change in the weighted average Canadian/U.S. dollar exchange rate for 2012
would have negatively impacted our net sales for 2012 by 1.3% and would not have materially impacted our operating income.
Additionally, we incur foreign currency transaction gains and losses related to the level of activity between the U.S. and Canada.
A 10% unfavorable change in the Canadian/U.S. dollar noon exchange rate on December 31, 2012 would have resulted in a $0.9
million increase in foreign currency transaction losses for 2012 which are included in our Consolidated Statements of Operations.
We did not engage in hedging transactions during 2012, 2011 or 2010.
43
Table of Contents
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a) Financial Statements filed as part of this Annual Report on Form 10-K
1. Financial Statements
A. Audited Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets -- at December 31, 2012 and 2011
Consolidated Statements of Operations -- for the Years ended December 31, 2012, 2011 and 2010
Consolidated Statements of Comprehensive Income -- for the Years ended December 31, 2012, 2011
and 2010
Consolidated Statements of Stockholders' Equity -- for the Years ended December 31, 2012, 2011
and 2010
Consolidated Statements of Cash Flows -- for the Years ended December 31, 2012, 2011 and 2010
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts
Page
45
47
48
49
50
51
52
87
44
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Core-Mark Holding Company, Inc.:
We have audited the accompanying consolidated balance sheets of Core-Mark Holding Company, Inc. and subsidiaries (the
“Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income,
stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included
the financial statement schedule listed in the Index at Item 8(a)(2). We also have audited the Company's internal control over
financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. As described in Management's Report on Internal Control
over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the J.T.
Davenport division, which was acquired on December 17, 2012 and whose financial statements constitute less than 8% of total
assets, and less than 1% of income before income taxes of the consolidated financial statement amounts as of and for the year
ended December 31, 2012. Accordingly, our audit did not include the internal control over financial reporting at the J.T. Davenport
division. The Company's management is responsible for these financial statements and financial statement schedule, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on these financial statements and financial statement schedule and an opinion on the Company's internal
control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal
executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject
to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
45
Table of Contents
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also,
in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2012, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
/s/ Deloitte & Touche LLP
San Francisco, California
March 14, 2013
46
Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
December 31,
2012
December 31,
2011
Current assets:
Assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for doubtful accounts of $10.9 and $9.6
at December 31, 2012 and December 31, 2011, respectively (Note 4)
Other receivables, net (Note 4)
Inventories, net (Note 5)
Deposits and prepayments (Note 4)
Deferred income taxes (Note 10)
Total current assets
Property and equipment, net (Note 6)
Goodwill (Note 7)
Other intangible assets, net (Note 7)
Other non-current assets, net (Note 4)
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Book overdrafts (Note 2)
Cigarette and tobacco taxes payable
Accrued liabilities (Note 4)
Deferred income taxes (Note 10)
Total current liabilities
Long-term debt (Note 8)
Deferred income taxes (Note 10)
Other long-term liabilities
Claims liabilities, net (Note 2)
Pension liabilities (Note 11)
Total liabilities
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.01 par value (50,000,000 shares authorized, 12,602,806 and
12,382,724 shares issued; 11,446,229 and 11,344,947 shares outstanding at
December 31, 2012 and December 31, 2011, respectively)
Additional paid-in capital
Treasury stock at cost (1,156,577 and 1,037,777 shares of common stock at
December 31, 2012 and December 31, 2011, respectively)
Retained earnings
Accumulated other comprehensive loss
Total stockholders’ equity
$
$
$
$
19.1
10.9
$
$
228.1
53.8
366.4
40.3
8.2
726.8
114.7
22.8
21.4
33.5
919.2
94.4
24.7
165.6
79.5
3.4
367.6
84.7
11.7
12.1
28.1
14.8
519.0
0.1
249.2
(37.4)
194.9
(6.6)
400.2
Total liabilities and stockholders’ equity
$
919.2
$
______________________________________________
The accompanying notes are an integral part of these consolidated financial statements.
47
15.2
12.6
215.7
42.0
362.3
48.2
6.2
702.2
99.5
16.2
21.3
31.0
870.2
91.5
27.1
173.4
78.6
0.3
370.9
63.1
9.8
9.5
27.8
13.6
494.7
0.1
240.1
(32.2)
171.6
(4.1)
375.5
870.2
Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
Year Ended December 31,
2011
2010
2012
Net sales
Cost of goods sold
Gross profit
Warehousing and distribution expenses
Selling, general and administrative expenses
Amortization of intangible assets
Total operating expenses
Income from operations
Interest expense
Interest income
Foreign currency transaction (losses) gains, net
Income before income taxes
Provision for income taxes (Note 10)
Net income
Basic net income per common share (Note 12)
Diluted net income per common share (Note 12)
Basic weighted-average shares (Note 12)
Diluted weighted-average shares (Note 12)
$
8,892.4
$
8,114.9
$
8,415.6
7,680.8
476.8
262.7
153.7
3.0
419.4
57.4
(2.2)
0.4
(0.2)
55.4
(21.5)
33.9
2.96
2.91
11.5
11.6
$
$
$
434.1
234.6
150.8
3.0
388.4
45.7
(2.4)
0.4
(0.5)
43.2
(17.0)
26.2
2.30
2.23
11.4
11.7
$
$
$
$
$
$
7,266.8
6,881.5
385.3
211.8
142.5
2.1
356.4
28.9
(2.6)
0.4
0.5
27.2
(9.5)
17.7
1.64
1.55
10.8
11.4
Dividends declared and paid per common share
$
0.89
$
0.17
$
—
______________________________________________
The accompanying notes are an integral part of these consolidated financial statements.
48
Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Net income
Other comprehensive income (loss), net of tax:
Defined benefit plans adjustments (Note 15)
Foreign currency translation adjustment gain (loss)
Other comprehensive (loss) income, net of tax
Comprehensive income
$
______________________________________________
Year Ended December 31,
2012
2011
2010
$
33.9
$
26.2
$
17.7
(2.9)
0.4
(2.5)
31.4
$
(2.7)
(0.3)
(3.0)
23.2
$
0.2
1.2
1.4
19.1
The accompanying notes are an integral part of these consolidated financial statements.
49
Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions)
Balance, December 31, 2009
Net income
Other comprehensive income, net of tax
Stock-based compensation expense
Cash proceeds from exercise of
common stock options and warrants
Excess tax deductions associated with
stock-based compensation
Issuance of stock based instruments, net
of shares withheld for employee taxes
Balance, December 31, 2010
Net income
Other comprehensive loss, net of tax
Dividends declared
Stock-based compensation expense
Cash proceeds from exercise of
common stock options and warrants
Excess tax deductions associated with
stock-based compensation
Issuance of stock based instruments, net
of shares withheld for employee taxes
Repurchase of common stock
Balance, December 31, 2011
Net income
Other comprehensive loss, net of tax
Dividends declared
Stock-based compensation expense
Cash proceeds from exercise of
common stock options
Excess tax deductions associated with
stock-based compensation
Issuance of stock based instruments, net
of shares withheld for employee taxes
Repurchase of common stock
Balance, December 31, 2012
Common Stock
Additional
Issued
Shares
11.0
—
—
—
Amount
0.1
$
—
—
—
Paid-In
Capital
$ 216.2
—
—
4.8
Amount
Treasury Stock
Retained
Shares
Earnings
(0.5) $ (13.2) $ 129.6
17.7
—
—
—
—
—
—
—
—
Accumulated
Other
Comprehensive
Income (Loss)
$
Total
Stockholders'
Equity
(2.5) $
—
1.4
—
8.3
2.0
—
—
(1.7) —
(0.5)
—
—
—
—
229.6
—
—
—
5.1
5.4
1.7
—
—
(1.7) —
— (0.5)
(1.0)
—
—
—
—
240.1
—
—
—
6.2
3.8
1.1
—
—
—
—
—
(13.2)
—
—
—
—
—
—
—
(19.0)
(32.2)
—
—
—
—
—
—
—
—
—
147.3
26.2
—
(1.9)
—
—
—
—
—
171.6
33.9
—
(10.6)
—
—
—
—
—
—
(1.1)
—
(3.0)
—
—
—
—
—
—
(4.1)
—
(2.5)
—
—
—
—
0.5
—
0.1
11.6
—
—
—
—
0.7
—
0.1
—
12.4
—
—
—
—
0.1
—
0.1
12.6
$
—
—
—
0.1
—
—
—
—
—
—
—
—
0.1
—
—
—
—
—
—
—
—
0.1
(2.0) —
— (0.1)
—
—
—
(5.2)
(1.1) $ (37.4) $ 194.9
$ 249.2
—
—
(6.6) $
(2.0)
(5.2)
400.2
$
330.2
17.7
1.4
4.8
8.3
2.0
(1.7)
362.7
26.2
(3.0)
(1.9)
5.1
5.4
1.7
(1.7)
(19.0)
375.5
33.9
(2.5)
(10.6)
6.2
3.8
1.1
______________________________________________
The accompanying notes are an integral part of these consolidated financial statements.
50
Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
LIFO and inventory provisions
Amortization of debt issuance costs
Stock-based compensation expense
Bad debt expense, net
Loss on disposals
Depreciation and amortization
Foreign currency transaction losses (gains), net
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable, net
Other receivables, net
Inventories, net
Deposits, prepayments and other non-current assets
Accounts payable
Cigarette and tobacco taxes payable
Pension, claims, accrued and other long-term liabilities
Income taxes payable
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of business, net of cash acquired
Change in restricted cash
Additions to property and equipment, net
Capitalization of software
Proceeds from sale of fixed assets
Net cash used in investing activities
Cash flows from financing activities:
Borrowings (repayments) under revolving credit facility, net
Dividends paid
Payments of financing costs
Repurchases of common stock
Proceeds from exercise of common stock options and warrants
Tax withholdings related to net share settlements of restricted stock units
Excess tax deductions associated with stock-based compensation
(Decrease) increase in book overdrafts
Net cash (used in) provided by financing activities
Effects of changes in foreign exchange rates
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosures:
Cash paid during the period for:
Income taxes paid, net of refunds
Interest paid
Non-cash capital lease obligations incurred
Non-cash indemnification holdback
Contingent consideration related to acquisition of business
______________________________________________
Year Ended December 31,
2012
2011
2010
$
33.9
$
26.2
$
17.7
12.1
0.4
5.8
2.0
—
25.3
0.2
0.9
7.1
(10.6)
5.3
3.9
0.6
(10.3)
(5.4)
—
71.2
(34.0)
2.0
(28.6)
(0.2)
0.2
(60.6)
11.3
(10.3)
—
(5.2)
3.8
(2.0)
1.1
(4.8)
(6.1)
(0.6)
3.9
15.2
19.1
11.7
1.6
11.4
4.0
0.6
$
$
$
$
$
18.2
0.5
5.5
2.0
0.2
22.4
0.5
(2.0)
(20.0)
1.9
(78.0)
(12.4)
30.0
7.5
10.3
(1.5)
11.3
(50.8)
(0.1)
(24.1)
(0.2)
0.1
(75.1)
62.0
(1.9)
(0.7)
(19.0)
5.4
(1.7)
1.7
17.1
62.9
—
(0.9)
16.1
15.2
$
$
11.8
2.0
$
0.4
— $
— $
16.5
0.5
4.8
1.4
0.7
19.7
(0.5)
5.2
2.5
(3.5)
(18.8)
2.3
(6.4)
32.1
0.6
0.1
74.9
(35.9)
0.2
(13.9)
(1.0)
0.1
(50.5)
(19.2)
—
(1.8)
—
8.3
(1.7)
2.0
(12.9)
(25.3)
(0.7)
(1.6)
17.7
16.1
10.6
1.7
0.2
—
1.0
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
51
Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Summary of Company Information
Business
Core-Mark Holding Company, Inc. and subsidiaries (referred herein as “we,” “us,” “our,” “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. We
offer a full range of products, marketing programs and technology solutions to over 29,000 customer locations in the United States
(“U.S.”) and Canada. Our customers include traditional convenience stores, grocery stores, drug stores, liquor stores and other
specialty and small format stores that carry convenience products. Our product offering includes cigarettes, other tobacco products,
candy, snacks, fast food, groceries, fresh products, dairy, bread, beverages, general merchandise and health and beauty care products.
We operate a network of 28 distribution centers in the U.S. and Canada (excluding two distribution facilities we operate as a third
party logistics provider).
2.
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements include Core-Mark and its wholly-owned subsidiaries. All intercompany balances and
transactions have been eliminated in the consolidated financial statements. Certain prior year amounts in the consolidated financial
statements have been reclassified to conform to the current year's presentation.
Use of Estimates
These financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles
generally accepted in the U.S. This requires management to make certain estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. We consider the allowance for doubtful accounts, LIFO valuation,
inventory reserves, valuation of goodwill and other long-lived assets, the realizability of deferred income taxes, uncertain tax
positions, pension obligations and self-insurance reserves to be those estimates which involve a higher degree of judgment and
complexity. Actual results could differ from those estimates.
Revenue Recognition
We recognize revenue at the point at which the product is delivered and title passes to the customer. Revenues are reported
net of customer incentives, discounts and returns, including an allowance for estimated returns. The allowance for sales returns is
calculated based on our returns experience which has historically not been significant. We also earn management service fee
revenue from operating third party distribution centers belonging to certain customers. These revenues represented less than 1%
of our total net sales for 2012, 2011 and 2010. 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 consolidated statements of
operations.
Business Combinations
We account for all business combinations using the acquisition method of accounting. Under this method of accounting, we
allocate the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based
on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities
is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant
estimates and assumptions. Management may further adjust the acquisition date fair values for a period of up to one year from the
date of acquisition. Acquisition related expenses and transaction costs associated with business combinations are expensed as
incurred.
Vendor and Sales Incentives
Vendor Rebates and Promotional Allowances -- Periodic payments from vendors in various forms including rebates,
promotional allowances and volume discounts are reflected in the carrying value of the related inventory when earned and as cost
of goods sold as the related merchandise is sold. Up-front consideration received from vendors linked to purchase or other
commitments is initially deferred and amortized ratably to cost of goods sold or as the performance of the activities specified by
the vendor to earn the fee is completed. Cooperative marketing incentives from suppliers are recorded as reductions to cost of
goods sold to the extent the vendor considerations exceed the costs relating to the programs. These amounts are recorded in the
period the related promotional or merchandising programs were provided. Certain vendor incentive promotions require that we
52
Table of Contents
make assumptions and judgments regarding, for example, the likelihood of achieving market share levels or attaining specified
levels of purchases. Vendor incentives are at the discretion of our vendors and can fluctuate due to changes in vendor strategies
and market requirements. Vendor rebates and promotional allowances earned totaled $128.0 million, $108.3 million and $103.2
million in 2012, 2011 and 2010, respectively.
Customers' Sales Incentives -- We also provide sales rebates or discounts to our customers on a regular basis. These
customers' sales incentives are recorded as a reduction to net sales as the sales incentive is earned by the customer. Additionally,
we may provide racking allowances for the customer's commitment to continue using us as the supplier of their products. These
allowances may be paid at the inception of the contract or on a periodic basis. Allowances paid at the inception of the contract are
capitalized and amortized over the period of the distribution agreement as a reduction to sales.
Excise Taxes
We are responsible for collecting and remitting state, local and provincial excise taxes on cigarette and other tobacco products.
As such, these excise taxes are a significant component of our net sales and cost of sales. In 2012, 2011 and 2010, approximately
22%, 24% and 24% of our net sales, and approximately 24%, 25% and 26% of our cost of goods sold, respectively, represented
excise taxes. Federal excise taxes are levied on product manufacturers who pass the tax on to us as part of the product cost and
are not a component of our excise taxes.
Foreign Currency Translation
The operating assets and liabilities of our Canadian operations, whose functional currency is the Canadian dollar, are translated
to U.S. dollars at exchange rates in effect at period-end. Adjustments resulting from such translation are presented as foreign
currency translation adjustments, net of applicable income taxes, and are included in other comprehensive income. The statements
of operations, including income and expenses, of our Canadian operations are translated to U.S. dollars at average exchange rates
for the period for financial reporting purposes. We also recognize gains or losses on foreign currency exchange transactions between
our Canadian and U.S. operations, net of applicable income taxes, in the consolidated statements of operations.
Cash, Cash Equivalents, Restricted Cash and Book Overdrafts
Cash and cash equivalents include cash, money market funds and all highly liquid investments with original maturities of
three months or less. Restricted cash represents funds collected and set aside in trust as required by one of the Canadian provincial
taxing authorities. As of December 31, 2012, we had cash book overdrafts of $24.7 million compared to $27.1 million as of
December 31, 2011. Book overdrafts consist primarily of outstanding checks in excess of cash on hand in the corresponding bank
accounts at the end of the period. Our policy has been to fund these outstanding checks as they clear with cash held on deposit
with other financial institutions or with borrowings under our line of credit.
Fair Value Measurements
The carrying amount for our cash, cash equivalents, restricted cash, trade accounts receivable, other receivables, trade
accounts payable, cigarette and tobacco taxes payable and other accrued liabilities approximates fair value because of the short
maturity of these financial instruments. The carrying amount of our variable rate debt approximates fair value.
We calculate the fair value of our pension plan assets based on assumptions that market participants would use in pricing
the assets or liabilities. We use a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value
and give precedence to observable inputs in determining fair value. An instrument's level within the hierarchy is based on the
lowest level of any significant input to the fair value measurement. The following levels were established for each input:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data.
Level 3 - Unobservable inputs for the asset or liability, which reflect the Company's own assumptions about what market
participants would assume when pricing the asset or liability.
(See Note 11 - Employee Benefit Plans.)
Risks and Concentrations
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash investments,
accounts receivable and other receivables. We place our cash and cash equivalents in short-term instruments with high quality
financial institutions and limit the amount of credit exposure in any one financial instrument. We pursue amounts and incentives
due from vendors in the normal course of business and are often allowed to deduct these amounts and incentives from payments
made to our vendors.
53
Table of Contents
A credit review is completed for new customers and ongoing credit evaluations of each customer's financial condition are
performed and prepayment or other guarantees are required whenever deemed necessary. Credit limits given to customers are
based on a risk assessment of their ability to pay and other factors. Alimentation Couche-Tard, Inc. (“Couche-Tard”), our largest
customer, accounted for 13.7% of total net sales during 2012. No single customer accounted for 10% or more of our total net sales
during 2011 and 2010. In addition, no single customer accounted for 10% or more of our accounts receivables as of December 31,
2012 or December 31, 2011.
We have two significant suppliers: Philip Morris USA, Inc. and R.J. Reynolds Tobacco Company. Product purchases from
Philip Morris USA, Inc. represented approximately 27% of our total product purchases for each of 2012 and 2011 and 28% for
2010. Product purchases from R.J. Reynolds Tobacco Company were approximately 14% for 2012 and 2011 and 13% for 2010.
Cigarette sales represented approximately 69.0%, 70.4% and 70.5% of our net sales in 2012, 2011 and 2010, respectively,
and contributed approximately 31.7% of our gross profit in each of 2012 and 2011 and 31.0% in 2010. Although cigarettes represent
a significant portion of our total net sales, the majority of our gross profit is generated from food/non-food products.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable consists of trade receivables from customers. We evaluate the collectability of accounts receivable and
determine the appropriate allowance for doubtful accounts based on historical experience and a review of specific customer
accounts. Account balances are charged off against the allowance when collection efforts have been exhausted and the receivable
is deemed worthless (see Note 4 - Other Consolidated Balance Sheet Accounts Detail).
Other Receivables
Other receivables consist primarily of amounts due from vendors for promotional and other incentives, which are accrued
as earned. We evaluate the collectability of amounts due from vendors and determine the appropriate allowance for doubtful
accounts based on historical experience and on a review of specific amounts outstanding.
Inventories
Inventories consist of finished goods, including cigarettes and other tobacco products, food and other products and related
consumable products held for re-sale, and are valued at the lower of cost or market. In the U.S., cost is primarily determined on a
last-in, first-out (“LIFO”) basis using producer price indices as determined by the Department of Labor, adjusted based on more
current information if necessary. When we are aware of material price increases or decreases from manufacturers, we will estimate
the producer price index for the respective period in order to more accurately reflect inflation rates. Under the LIFO method,
current costs of goods sold are matched against current sales. Inventories in Canada are valued on a first-in, first-out (“FIFO”)
basis, as LIFO is not a permitted inventory valuation method in Canada. Approximately 87% and 86% of our inventory was valued
on a LIFO basis at December 31, 2012 and 2011, respectively.
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.
Liquidations of inventory may also result in the sale of low-cost inventory and a decrease of cost of goods sold. We reduce inventory
value for spoiled, aged and unrecoverable inventory based on amounts on-hand and historical experience. We had a decrement in
certain of our LIFO inventory layers of $23.2 million in 2012 and $2.4 million in 2011, which had the effect of reducing our LIFO
expense on our consolidated statements of operations by $1.6 million in 2012 and $0.6 million in 2011. Approximately $20.0
million of the $23.2 million decrement in 2012 was the result of a reduction in LIFO layers created in 2011, due to a temporary
increase in inventory to support new business and holiday timing at the end of 2011.
Property and Equipment
Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization
on new purchases are computed using the straight-line method over the assets' estimated useful lives. Leasehold improvements
are amortized using the straight-line method over the shorter of the estimated useful life of the property or the term of the lease
including available renewal option terms if it is reasonably assured that those options will be exercised. Upon retirement or sale,
the cost and related accumulated depreciation of the assets are removed and any related gain or loss is reflected in the consolidated
statements of operations. Maintenance and repairs are charged to expense as incurred.
54
Table of Contents
We have determined the following depreciable lives for our property and equipment:
Office furniture and equipment
Delivery equipment
Warehouse equipment
Leasehold improvements
Buildings
Useful Life
in Years
3 to 10
4 to 10
5 to 15
3 to 25
15 to 25
Impairment of Long-lived and Other Intangible Assets
We review our intangible and other long-lived assets for potential impairment at least quarterly. Long-lived and other intangible
assets may also be tested for impairment when events and circumstances exist that indicate the carrying amounts of those assets
may not be recoverable. Long-lived assets consist primarily of land, buildings, furniture, fixtures and equipment, leasehold
improvements and other intangible assets. An impairment of long-lived assets exists when the carrying amount of a long-lived
asset, or asset group, exceeds its fair value. Impairment losses are recorded when the carrying amount of the impaired asset is not
recoverable. Recoverability is determined by comparing the carrying amount of the asset (or asset group) to the undiscounted cash
flows which are expected to be generated from its use. Assets to be disposed of are reported at the lower of carrying amount or
fair value less the cost to sell such assets. During 2012, 2011 and 2010, we did not record impairment losses related to long-lived
and other intangible assets or assets identified for abandonment as a result of facility closures or facility relocation.
Goodwill
Goodwill represents the excess of the purchase consideration of an acquired business over the fair value of the identifiable
tangible and intangible assets acquired and liabilities assumed in a business combination. Goodwill is not subject to amortization
but must be evaluated for impairment. We test goodwill for impairment at the end of each year, or whenever events or circumstances
indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. We first assess the related
qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The tests
to evaluate for impairment are performed at the operating division level. In the first step of the quantitative impairment test, we
compare the fair value of the operating division to its carrying value. If the fair value of the division is less than its carrying value,
we perform a second step to determine the implied fair value of goodwill associated with the division. If the carrying value of
goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment for which an
impairment loss would be recorded. Determining the fair value of a reporting unit involves the use of significant estimates and
assumptions. The estimated fair value of each division is based on the discounted cash flow method. This method is based on
historical and forecasted amounts specific to each reporting unit and considers sales, gross profit, operating profit and cash flows
and general economic and market conditions, as well as the impact of planned business and operational strategies and other estimates
and assumptions for future growth rates, working capital and capital expenditures. We base our fair value estimates on assumptions
we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Measuring the fair value of
reporting units would constitute a Level 3 measurement under the fair value hierarchy (see Note 7 - Goodwill and Other Intangible
Assets).
Computer Software Developed or Obtained for Internal Use
We account for proprietary computer software systems, namely our Distribution Center Management System (“DCMS”),
using certain criteria under which costs associated with this software are either expensed or capitalized and amortized over periods
from three to eight years. In each of 2012 and 2011 we capitalized approximately $0.2 million and in 2010, approximately $1.0
million, primarily for enhancements to DCMS and other systems.
Debt Issuance Costs
Debt issuance costs have been deferred and are amortized as interest expense over the term of the related debt agreement
on a straight-line basis which approximates the effective interest method. Debt issuance costs, net of current portion, are included
in other non-current assets on the accompanying consolidated balance sheets. Total unamortized debt issuance costs were $1.5
million as of December 31, 2012 and $1.9 million as of December 31, 2011.
55
Table of Contents
Claims Liabilities and Insurance Recoverables
We maintain reserves related to health and welfare, workers' compensation, auto and general liability programs that are
principally self-insured. We currently have a per-claim deductible of $500,000 for our workers' compensation, general and auto
liability self-insurance programs and a per person annual claim deductible of $200,000 for our health and welfare program. We
purchase insurance to cover the claims that exceed the deductible up to policy limits. Self-insured reserves are for pending or
future claims that fall outside the policy and reserves include an estimate of expected settlements on pending claims and a provision
for claims incurred but not reported. Estimates for workers' compensation, auto and general liability insurance are based on our
assessment of potential liability using an annual actuarial analysis of available information with respect to pending claims, historical
experience and current cost trends. Reserves for claims under these programs are included in accrued liabilities (current portion)
and claims liabilities, net of current portion.
Claims liabilities and the related recoverables from insurance carriers for estimated claims in excess of the deductible and
other insured events are presented in their gross amounts on the accompanying consolidated balance sheets because there is no
right of offset. The carrying values of claims liabilities and insurance recoverables are not discounted. Insurance recoverables are
included in other receivables, net and other non-current assets, net. We had gross liabilities for health and welfare, workers'
compensation, auto and general liability self-insurance obligations at December 31, 2012 and 2011 in the amounts of $28.1 million
long-term and $8.5 million short-term, and $27.8 million long-term and $7.9 million short-term, respectively. Our liabilities net
of insurance recoverables at December 31, 2012 and 2011 were $10.5 million long-term and $6.4 million short-term, and $10.0
million long-term and $5.7 million short-term, respectively.
Pension Costs and Other Post-retirement Benefit Costs
Pension costs and other post-retirement benefit costs charged to operations are estimated on the basis of annual valuations
by an independent actuary. Adjustments arising from plan amendments, changes in assumptions and experience gains and losses
are amortized over the expected average remaining service life of the employee group. We recognize in the consolidated balance
sheets an asset for a plan's overfunded status or a liability for a plan's underfunded status as of the end of each fiscal year. We
determine the plan's funded status by measuring its assets and its obligations, and we recognize changes in the funded status of
our defined benefit post-retirement plan in the year in which the change occurred (see Note 11 - Employee Benefit Plans).
Income Taxes
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are
reduced by a valuation allowance when we do not consider it more likely than not that some portion or all of the deferred tax assets
will be realized.
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be
sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We
have established an estimated liability for income tax exposures that arise and meet the criteria for accrual. We prepare and file
tax returns based on our interpretation of tax laws and regulations and record estimates based on these judgments and interpretations.
In the normal course of business, our tax returns are subject to examination by various taxing authorities. Such examinations may
result in future tax and interest assessments by these taxing authorities. Inherent uncertainties exist in estimates of tax contingencies
due to changes in tax law resulting from legislation, regulation and/or as concluded through the various jurisdictions' tax court
systems. We classify interest and penalties related to income taxes as income tax expense (see Note 10 - Income Taxes).
Stock-Based Compensation
We account for stock-based compensation expense for restricted stock unit awards, performance shares and stock options
by estimating the fair values of awards at their grant dates and amortizing these amounts as expense using a straight-line method
for awards with vesting based on service and ratably for awards based on performance conditions. The fair value of restricted stock
unit awards and performance shares earned is based upon our stock price on the grant date.
For stock option awards, we use the Black-Scholes option valuation model to determine the fair value (see Note 13 - Stock-
Based Compensation Plans). Determining the appropriate fair value model and calculating the fair value of stock option awards
at the grant date requires considerable judgment, including estimating stock price volatility, expected life of share awards and
forfeiture rates. We develop our estimates based on historical data and market information which can change significantly over
time.
56
Table of Contents
Total Comprehensive Income
Total comprehensive income consists of two components: net income and other comprehensive income. Other comprehensive
income refers to transactions and adjustments that under generally accepted accounting principles are recorded directly as an
element of stockholders' equity, but are excluded from net income. Other comprehensive income is comprised of defined benefit
plan adjustments and foreign currency translation adjustments relating to our foreign operations in Canada whose functional
currency is not the U.S. dollar (see Note 15 - Other Comprehensive Income (Loss) and Consolidated Statements of Comprehensive
Income).
Segment Information
We report our segment information using established standards for reporting by public enterprises on information about
product lines, geographical areas and major customers. The method of determining what information to report is based on the way
we are organized for operational decisions and assessment of the aggregate financial performance. From the perspective of our
chief operating decision makers, we are engaged in the business of distributing packaged consumer products to convenience retail
stores in the U.S. and Canada (Collectively "North America"). Therefore, we have determined that we have one reportable segment
and operate our business in two geographical areas -- U.S. and Canada. We present our segment reporting information based on
business operations for each of the two geographic areas in which we operate our business and also by major product category
(see Note 16 - Segment and Geographic Information).
Earnings Per Share
Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding
during each period, excluding unvested restricted stock units and performance shares. Diluted earnings per share assumes the
exercise of stock options and common stock warrants, the impact of restricted stock units and performance shares, when dilutive,
using the treasury stock method (see Note 12 - Earnings Per Share).
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-02, Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires an entity to report the effect of significant
reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being
reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income.
For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting
period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about
those amounts. This ASU is effective beginning after December 15, 2012. We do not expect this update to have a material effect
on our consolidated financial statements.
In June 2011, the FASB ASU No. 2011-05, Presentation of Comprehensive Income. ASU 2011-05 requires an entity to
present the total of comprehensive income, the components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices,
an entity is required to present each component of other comprehensive income along with a total for other comprehensive income,
and a total amount for comprehensive income. The Company adopted this pronouncement upon its effective date beginning January
1, 2012.
In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment. ASU 2011-08 permits an entity
to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is
less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step
goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This pronouncement was effective
for the Company beginning January 1, 2012.
3.
Acquisitions
Acquisition of J.T. Davenport & Sons, Inc.
On December 17, 2012, we acquired J.T. Davenport & Sons, Inc. (“Davenport”), a large convenience wholesaler, located in
North Carolina, which thereafter became a subsidiary of Core-Mark. Davenport services approximately 1,800 customers in the
eight states of North Carolina, South Carolina, Georgia, Maryland, Ohio, Kentucky, West Virginia and Virginia. This acquisition
increased Core-Mark's market presence primarily in the Southeast U.S. and further supported our ability to cost effectively service
national and regional retailers. Total purchase consideration to acquire Davenport was approximately $38.9 million of which $34.3
million was paid at closing. The acquisition was funded with a combination of cash on hand and borrowings under our revolving
credit facility.
57
Table of Contents
The following table presents the assets acquired and liabilities assumed based on their estimated fair values and purchase
consideration as of the acquisition date, which are considered preliminary and subject to change for up to one year from the
acquisition date (in millions).
Cash
Accounts receivable
Other receivables
Inventory
Prepaid expenses / other assets
Property, plant and equipment
Intangible assets
Goodwill
Net deferred tax liabilities
Capital lease liability
Other liabilities
Total consideration
December 17, 2012
0.3
21.2
1.2
20.3
2.5
5.9
2.8
6.6
(1.9)
(10.9)
(9.1)
38.9
$
$
The purchase price allocation presented herein is based on a preliminary valuation and the purchase price is subject to the
completion of a closing adjustment period under the agreement. In addition, there is a $4.0 million indemnity holdback for any
post-closing liabilities in connection with the acquisition, which will be released, less indemnity claims, to the former owners in
equal installments over the next four years. Total purchase consideration includes $0.6 million in contingent payments related to
non-competition agreements. While we do not expect any material changes in the fair value of assets and liabilities, any changes
in the purchase price or the estimated fair values upon completion of the final valuation may change the amount allocable to
goodwill.
Intangible assets include $2.1 million for customer relationships which is being amortized over 10 years and $0.7 million
for non-competition agreements, the majority of which is being amortized over 5 years. The estimated fair value of the intangible
assets was determined using the income approach, which discounts expected future cash flows to present value.
The acquisition resulted in $6.6 million of non-amortizing goodwill which represents the excess of the cash paid over the
fair value of net assets acquired and liabilities assumed, net of deferred tax liabilities. The goodwill arising from the acquisition
reflects the synergies the Company expects to realize as a result of the business combination. The goodwill is not deductible for
tax purposes. The $1.9 million of net deferred tax liabilities resulting from the acquisition were related primarily to the difference
between the book and tax bases of the assets, whose estimated fair value was determined by the valuation. Simultaneous with the
closing of the acquisition, we executed a capital lease for a warehouse facility in Sanford, North Carolina with some of the former
owners of Davenport who are now employees of the Company. The lease has an initial 10 year term and a capital lease obligation
of $10.9 million as of December 31, 2012.
Results of operations of Davenport have been included in Core-Mark’s consolidated statements of operations and
comprehensive income since the date of acquisition through December 31, 2012. In addition, we incurred $1.3 million of acquisition
related costs which are included in our selling, general and administrative expenses for 2012.
We did not consider the Davenport acquisition to be a material business combination and therefore have not disclosed pro-
forma results of operations for the acquired business.
Acquisition of Forrest City Grocery Company
On May 2, 2011, Core-Mark acquired Forrest City Grocery Company (“FCGC”), located in Forrest City, Arkansas, and
FCGC thereafter became a subsidiary of Core-Mark. FCGC was a regional wholesale distributor servicing customers in Arkansas,
Mississippi, Tennessee and the surrounding states. The acquisition provided Core-Mark with additional infrastructure and increased
its market share in the Southeastern U.S.
Total consideration to acquire FCGC was approximately $54.0 million. The total consideration increased by $1.0 million
during 2012 due primarily to the reduction of certain pre-acquisition tax liabilities. The acquisition was funded with a combination
of cash on hand and borrowings under our revolving credit facility. The FCGC acquisition was accounted for as a business
combination.
58
Table of Contents
The following table summarizes the allocation of the consideration paid for the acquisition and the estimated fair values of
assets acquired, liabilities assumed and recognized at the acquisition date (in millions):
Cash
Accounts receivable
Other receivables
Inventory
Prepaid expenses / other assets
Property, plant and equipment
Intangible assets
Goodwill
Net deferred tax liabilities
Other liabilities
Total consideration
May 2, 2011
3.5
18.4
0.4
13.0
2.0
6.0
18.4
11.6
(7.0)
(12.3)
54.0
$
$
Intangible assets include $16.4 million for customer relationships which is being amortized over 15 years and $2.0 million
for non-competition agreements, the majority of which is being amortized over 5 years. The estimated fair value of the intangible
assets was determined using the income approach, which discounts expected future cash flows to present value.
The acquisition resulted in $11.6 million of non-amortizing goodwill which represents the excess of the cash paid over the
fair value of net assets acquired and liabilities assumed, net of deferred tax liabilities. The goodwill is not deductible for tax
purposes. The $7.0 million of net deferred tax liabilities resulting from the acquisition were related primarily to the difference
between the book and tax bases of the intangible assets, whose estimated fair value was determined by the valuation.
The purchase price allocation presented herein is based on a final valuation; however, as of December 31, 2012, there is a
remaining escrow reserve of approximately $17.0 million for indemnifiable claims in connection with the acquisition. The escrow
reserve, subject to adjustment, is available for claims through May 2015.
Results of operations of FCGC have been included in Core-Mark’s consolidated statements of operations and comprehensive
income since the date of acquisition. We did not consider the FCGC acquisition to be a material business combination in 2011 and
therefore have not disclosed pro-forma results of operations for the acquired business.
4.
Other Consolidated Balance Sheet Accounts Detail
Allowance for Doubtful Accounts, Accounts Receivable
The changes in the allowance for doubtful accounts due from customers consist of the following (in millions):
Balance, beginning of year
Net additions charged to operations
Less: Write-offs and adjustments
Balance, end of year
2012
2011
2010
$
$
9.6
2.0
(0.7)
10.9
$
$
8.7
2.0
(1.1)
9.6
$
$
9.1
1.4
(1.8)
8.7
The net additions to the allowance for doubtful accounts were recognized in the consolidated statements of operations as a
component of our selling, general and administrative expenses. We continually assess our collection risks and make appropriate
adjustments, as deemed necessary, to the allowance for doubtful accounts to ensure that reserves for accounts receivable are
adequate.
59
Table of Contents
Other Receivables, Net
Other receivables, net consist of the following (in millions):
Vendor receivables, net
Insurance recoverables, current
Other
Total other receivables, net
Deposits and Prepayments
Deposits and prepayments consist of the following (in millions):
Deposits
Prepaid taxes
Vendor prepayments
Other prepayments
Total deposits and prepayments
December 31,
2012
December 31,
2011
41.2
2.2
10.4
53.8
$
$
29.2
2.2
10.6
42.0
December 31,
2012
December 31,
2011
4.8
3.7
18.8
13.0
40.3
$
$
3.8
8.8
22.7
12.9
48.2
$
$
$
$
Deposits include amounts related primarily to cigarette stamps and workers' compensation claims. Other prepayments include
prepayments relating to insurance policies, prepaid rent and up-front consideration to customers.
Other Non-Current Assets, Net
Other non-current assets, net, consist of the following (in millions):
Insurance recoverables, net of current portion
Debt issuance costs, net of current portion
Insurance deposits, net of current portion
Racking allowances, net
Other assets
Total other non-current assets, net
Accrued Liabilities
Accrued liabilities consist of the following (in millions):
Accrued payroll, retirement and other benefits
Claims liabilities, current
Other accrued expenses
Accrued customer incentives payable
Total accrued liabilities
December 31,
2012
December 31,
2011
17.6
1.0
3.6
4.4
6.9
33.5
$
$
17.7
1.5
2.9
5.9
3.0
31.0
December 31,
2012
December 31,
2011
27.7
8.5
28.4
14.9
79.5
$
$
26.6
7.9
31.6
12.5
78.6
$
$
$
$
Our accrued payroll, retirement and other benefits include accruals for vacation, bonus, wages, 401(k) benefit matching and
the current portion of pension and post-retirement benefit obligations. Our other accrued expenses include accruals for goods and
services taxes, vendor advances, legal expenses, interest and other miscellaneous accruals.
60
Table of Contents
5.
Inventories
Inventories consist of the following (in millions):
Inventories at FIFO, net of reserves
Less: LIFO reserve
Total inventories at LIFO, net of reserves
December 31,
2012
December 31,
2011
$
$
456.7
(90.3)
366.4
$
$
440.3
(78.0)
362.3
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 indices. 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 $90.3 million higher at December 31, 2012, compared to $78.0 million higher at December 31,
2011. We recorded LIFO expense of $12.3 million, $18.3 million and $16.6 million for the years ended December 31, 2012, 2011
and 2010, respectively.
6.
Property and Equipment
Property and equipment consist of the following (in millions):
Delivery, warehouse and office equipment (1)
Leasehold improvements
Land and buildings (2)
Construction in progress
Less: Accumulated depreciation and amortization
Total property and equipment, net
______________________________________________
December 31,
2012
December 31,
2011
$
$
156.2
32.3
24.9
1.4
214.8
(100.1)
114.7
$
$
138.1
28.7
15.2
—
182.0
(82.5)
99.5
(1) Includes $2.1 million of equipment capital leases for 2012 and $1.6 million for 2011.
(2) Includes $4.8 million for a warehouse facility capital lease entered into in 2012.
For 2012, 2011 and 2010, depreciation and amortization expenses related to property and equipment were $18.5 million,
$16.2 million and $15.0 million, respectively. Property and equipment includes accruals for construction in progress of $0.2 million
in 2012 and $1.5 million in 2011.
7.
Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill during 2012 and 2011 are as follows (in millions):
Goodwill, beginning of year
FCGC Acquisition
Davenport Acquisition
Goodwill, end of year
2012
2011
16.2
$
—
6.6
22.8
$
4.6
11.6
—
16.2
$
$
We test goodwill for impairment at the end of each year, or whenever events or circumstances indicate that it is more likely
than not that the fair value of a reporting unit is below its carrying amount. Based on the goodwill impairment tests performed as
of December 31, 2012 and 2011, there was no impairment of goodwill for each of the respective years.
61
Table of Contents
Other Intangible Assets
The carrying amount and accumulated amortization of other intangible assets as of December 31, 2012 and 2011 are as
follows (in millions):
December 31, 2012
December 31, 2011
Customer relationships
Non-competition agreements
Internally developed and other
purchased software
Total other intangible assets
$
$
Gross
Carrying
Amount
21.6
3.2
9.9
Net
Carrying
Amount
Gross
Carrying
Amount
18.6
$
2.2
0.6
19.5
2.5
9.6
Accumulated
Amortization
$
(3.0) $
(1.0)
(9.3)
(13.3) $
Accumulated
Amortization
$
Net
Carrying
Amount
(1.6) $
(0.5)
(8.2)
(10.3) $
17.9
2.0
1.4
21.3
34.7
$
21.4
$
31.6
$
The gross carrying amount of other intangible assets increased due primarily to the addition of the customer relationships
valued at $2.1 million and non-compete agreements of $0.7 million related to the acquisition of Davenport in 2012. The amortization
of intangible assets, inclusive of non-compete agreements, customer lists and internally developed and other purchased software,
recorded in the consolidated statements of operations was $3.0 million for both 2012 and 2011 and $2.1 million for 2010.
Intangible assets and software with definite useful lives are amortized over the following useful lives:
Customer relationships
Non-competition agreements
Software
Estimated future amortization expense for intangible assets are as follows (in millions):
Year ending December 31,
2013
2014
2015
2016
2017
Useful Life in Years
10-15
1-5
3-8
$
2.7
2.4
2.2
1.8
1.6
8.
Long-term Debt
Total long-term debt consists of the following (in millions):
Amounts borrowed (Credit Facility)
Obligations under capital leases
Total long-term debt
December 31,
2012
December 31,
2011
$
$
73.3
11.4
84.7
$
$
62.0
1.1
63.1
We have a revolving credit facility (“Credit Facility”) with a capacity of $200 million, which also provides for up to an
additional $100 million of lenders' revolving commitments, subject to certain provisions. On May 5, 2011, we entered into a fourth
amendment to our Credit Facility (the "Fourth Amendment"), which extended our Credit Facility from February 2014 to May 2016
and reduced the unused facility fees and the margin on LIBOR or CDOR borrowings. The margin added to LIBOR or CDOR is
a range of 175 to 225 basis points. The Fourth Amendment ties the LIBOR or CDOR margin to the amount of available credit
under the revolving Credit Facility. At the date of signing the Fourth Amendment, we incurred fees of $0.7 million, which are
being amortized over the term of the amendment.
All obligations under the Credit Facility are secured by first priority liens upon substantially all of our 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 LIBOR or CDOR based loans prepaid prior to the end of an interest period).
62
Table of Contents
The Credit Facility contains restrictive covenants, including among others, limitations on dividends and other restricted
payments, other indebtedness, liens, investments and acquisitions and certain asset sales. As of December 31, 2012, we were in
compliance with all of the covenants under the Credit Facility.
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):
Amounts borrowed
Outstanding letters of credit
Amounts available to borrow (1)
______________________________________________
(1) Excluding $100 million expansion feature.
December 31,
2012
December 31,
2011
$
$
73.3
19.8
97.7
62.0
23.7
106.2
Average borrowings during the years ended December 31, 2012 and 2011 were $26.3 million and $21.1 million , respectively,
with amounts borrowed, at any one time outstanding, ranging from zero to $91.5 million and zero to $89.5 million, respectively.
Our weighted-average interest rate was calculated based on our daily cost of borrowing, which was computed on a blend
of prime and LIBOR rates. The weighted-average interest rate on our revolving credit facility for the years ended December 31,
2012 and 2011was 2.1% and 2.2%, respectively. We paid total unused facility fees and letter of credit participation fees, which
are included in interest expense, of $0.9 million, $1.3 million, and $1.8 million for 2012, 2011 and 2010, respectively. Amortization
of debt issuance costs is included in interest expense. Unamortized debt issuance costs were $1.5 million and $1.9 million as of
December 31, 2012 and 2011, respectively.
9.
Commitments and Contingencies
Purchase Commitments
We enter into purchase commitments in the ordinary course of business. As of December 31, 2012 and 2011, we had $1.2
million in purchase obligations primarily related to delivery equipment.
Operating Leases
We lease most of our sales and warehouse facilities and a significant number of trucks, vans and certain equipment under
operating lease agreements expiring at various dates through 2027, excluding renewal options. Rent expense is recorded on a
straight-line basis over the term of the lease, including available renewal option terms, if it is reasonably assured that the renewal
options will be exercised. The operating leases generally require us to pay taxes, maintenance and insurance. In most instances,
we expect the operating leases that expire will be renewed or replaced in the normal course of business.
Future minimum rental payments under non-cancelable operating leases (with initial or remaining lease terms in excess of
one year and excluding contracted vehicle maintenance costs) were as follows as of December 31, 2012 (in millions):
Year ending December 31,
2013
2014
2015
2016
2017
2018 and Thereafter
Total
$
$
35.1
29.5
26.0
23.8
21.1
81.3
216.8
For 2012, 2011 and 2010, rental expenses for operating and month-to-month leases, including contracted vehicle maintenance
costs, were $41.8 million, $38.7 million and $35.8 million, respectively.
Capital Leases
As of December 31, 2012 and 2011, we had approximately $12.3 million and $1.3 million, respectively, in capital lease
obligations, related to a warehouse facility, refrigeration and other office and warehouse equipment with lease agreements expiring
63
Table of Contents
at various dates through 2022, excluding renewal options. Capital lease obligations increased in 2012 compared with 2011 due
primarily to the execution of a $10.9 million warehouse facility lease associated with the acquisition of Davenport. (See Note 3 -
Acquisitions).
Future minimum lease payments under non-cancelable capital leases were as follows as of December 31, 2012 (in millions):
Year ending December 31,
2013
2014
2015
2016
2017
2018 and Thereafter
Total
Less: Interest
Present value of future minimum lease payments
Less: current portion
Non-current portion
Contingencies
Off-Balance Sheet Arrangements
$
$
1.4
1.4
1.3
1.3
1.2
10.3
16.9
(4.6)
12.3
(0.9)
11.4
Letter of Credit Commitments. As of December 31, 2012, our standby letters of credit issued under our Credit Facility were
$19.8 million related primarily to casualty insurance and tax obligations. The majority of the standby letters of credit mature in
one year. However, in the ordinary course of our business, we will continue to renew or modify the terms of the letters of credit
to support business requirements. The liabilities underlying the letters of credit are reflected on our consolidated balance sheets.
Operating Leases. The majority of our sales offices, warehouse facilities and trucks are subject to lease agreements which
expire at various dates through 2027, excluding renewal options. These leases generally require us to maintain, insure and pay any
related taxes. In most instances, we expect the leases that expire will be renewed or replaced in the normal course of our business.
Third Party Distribution Centers. We currently manage two regional distribution centers for third party convenience store
operators who engage in self-distribution. Under the agreement relating to one of these facilities, the third party has a “put” right
under which it may require us to acquire the facility. If the put right is exercised, we will be required to (1) purchase the inventory
in the facilities at cost, (2) purchase the physical assets of the facilities at fully depreciated cost and (3) assume the obligations of
the third party as lessees under the leases related to those facilities. While we believe the likelihood that this put option will be
exercised is remote, if it were exercised, we would be required to make aggregate capital expenditures of approximately $2.7
million based on current estimates. The amount of capital expenditures would vary depending on the timing of any exercise of
such put right and does not include an estimate of the cost to purchase inventory because such purchases would simply replace
other planned inventory purchases and would not represent an incremental cost. In the event the third party terminates self-
distribution, they are required to enter into a five year distribution agreement with us to supply their stores.
Litigation
The Company is a plaintiff in a lawsuit against Sonitrol Corporation. The case arose from the December 21, 2002 arson fire
at the Denver warehouse in which Sonitrol failed to detect and respond to a four-hour burglary and subsequent arson. In 2010, a
jury found in favor of the Company and our insurers. Sonitrol appealed the judgment to the Colorado Appellate Court and on July
19, 2012, the Appellate Court upheld the trial court's ruling on two of the three issues being appealed but set aside the judgment
and remanded the case back to the District Court for trial on the sole issue of damages. The Appellate Court's ruling was appealed
by Sonitrol to the Colorado Supreme Court on September 21, 2012. We are unable to predict when this litigation will be finally
resolved and the ultimate outcome. Any monetary recovery from the lawsuit would be recognized only if and when it is finally
paid to the Company.
We are subject to certain legal proceedings, claims, investigations and administrative proceedings in the ordinary course of
our business. We make a provision for a liability when it is both probable that the liability has been incurred and the amount of
the liability can be reasonably estimated. These provisions, if any, are reviewed at least quarterly and adjusted to reflect the impacts
of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.
64
Table of Contents
10.
Income Taxes
Our income tax provision consists of the following (in millions):
Current:
Federal
State
Foreign
Total current tax provision
Deferred:
Federal
State
Foreign
Total deferred tax (benefit) provision
Total income tax provision
Year Ended December 31,
2011
2010
2012
$
$
$
$
$
16.2
2.5
—
18.7
2.5
0.5
(0.2)
2.8
21.5
$
$
$
$
$
13.7
3.6
—
17.3
$
$
$
0.3
(0.5)
(0.1)
(0.3) $
17.0
$
3.8
0.5
—
4.3
5.1
0.9
(0.8)
5.2
9.5
A reconciliation of the statutory federal income tax rate to our effective income tax rate and income tax provision is as follows
(in millions):
Federal income tax provision at the statutory rate
Increase (decrease) resulting from:
State income taxes, net of federal benefit
Decrease in unrecognized tax benefits (inclusive of
related interest and penalty)
Effect of foreign operations
Non-deductible acquisition costs
Tax credits and other, net
Income tax provision
Year Ended December 31,
2012
2011
2010
$
19.4
35.0% $
15.1
35.0% $
9.5
35.0%
2.3
4.2
2.1
4.9
1.2
4.4
(0.2)
(0.2)
0.2
—
21.5
$
(0.4)
(0.4)
0.4
—
38.8% $
(0.3)
(0.1)
0.3
(0.1)
17.0
(0.7)
(0.2)
0.7
(0.3)
39.4% $
(0.5)
(0.8)
—
0.1
9.5
(1.8)
(2.9)
—
0.2
34.9%
Our effective tax rate was 38.8% for 2012 compared to 39.4% for 2011. The decrease in our effective tax rate for 2012 was
due primarily to a higher proportion of earnings from states with lower tax rates and the impact of non-deductible acquisition
related costs recognized in each period.
65
Table of Contents
In 2012 and 2011, the provision for income taxes included a net benefit of $0.5 million related primarily to the expiration
of the statute of limitations for uncertain tax positions and adjustments of prior year's estimates. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The tax effects of significant temporary differences which comprise deferred tax assets and
liabilities are as follows (in millions):
Deferred tax assets:
Employee benefits, including post-retirement benefits
Trade and other receivables
Goodwill and intangibles
Self-insurance reserves
Other
Subtotal
Less: valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Inventories
Property and equipment
Prepaid and deposits
Deferred income
Goodwill and intangibles
Other
Total deferred tax liabilities
Total net deferred tax liabilities
Net current deferred tax assets
Net non-current deferred tax liabilities
December 31,
2012
December 31,
2011
$
$
$
$
$
$
15.3
4.3
2.7
0.9
3.4
26.6
(0.1)
26.5
4.0
19.5
0.5
0.2
7.9
1.3
33.4
$
$
$
$
(6.9) $
4.8
(11.7) $
15.6
3.9
2.6
0.6
3.3
26.0
(0.1)
25.9
2.8
17.8
0.5
0.2
7.2
1.3
29.8
(3.9)
5.9
(9.8)
At each balance sheet date, a valuation allowance was established against the deferred tax assets based on management's
assessment of whether it is more likely than not that these deferred tax assets would not be realized. We had a valuation allowance
of $0.1 million at December 31, 2012 and 2011 related to foreign tax credits, which will expire at various times between 2014 and
2016.
The total gross amount of unrecognized tax benefits related to federal, state and foreign taxes, was approximately $1.6 million
and $1.8 million at December 31, 2012 and 2011, respectively, all of which would impact our effective tax rate, if recognized.
The expiration of the statute of limitations for certain tax positions in future years and expected settlement of certain tax audit
issues could impact the total gross amount of unrecognized tax benefits by $1.1 million through the year ending December 31,
2013. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2012, 2011 and 2010 is as follows
(in millions):
Balance at beginning of year
Increase in unrecognized tax benefits on acquisition
Lapse of statute of limitations
Other
Balance at end of year
2012
2011
2010
$
$
1.8
—
(0.2)
—
1.6
$
$
1.2
0.9
(0.2)
(0.1)
1.8
$
$
1.5
—
(0.4)
0.1
1.2
We file U.S. federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2009 to
2012 tax years remain subject to examination by federal and state tax authorities. The 2008 tax year is still open for certain state
tax authorities. The 2005 to 2012 tax years remain subject to examination by the tax authorities in certain foreign jurisdictions.
We recognize interest and penalties on income taxes in income tax expense. For the years ended December 31, 2012, 2011
and 2010 we recognized a net benefit in our provision for income taxes of $0.1 million related primarily to the recovery of interest
66
Table of Contents
associated with the expiration of the statute of limitations for certain unrecognized tax position. As of December 31, 2012 and
2011, we had a liability of $0.7 million for estimated interest and penalties related to unrecognized tax benefits, consisting of $0.4
million for interest and $0.3 million for penalties.
11. Employee Benefit Plans
Pension Plans
We sponsored a qualified defined-benefit pension plan and a post-retirement benefit plan (collectively, “the Pension Plans”)
consisting of a Core-Mark pension plan, which was frozen on September 30, 1986 and three plans we inherited from Fleming, our
former parent company. The Fleming plans were frozen on, or prior to, August 20, 1998. There have been no new entrants to the
Pension Plans after those benefit plans were frozen.
Our defined-benefit pension plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Under
ERISA, the Pension Benefit Guaranty Corporation (“PBGC”) has the authority to terminate an underfunded pension plan under
limited circumstances. In the event our pension plan is terminated for any reason while it is underfunded, we will incur a liability
to the PBGC that may be equal to the entire amount of the underfunding. Our post-retirement benefit plan is not subject to ERISA.
As a result, the post-retirement benefit plan is not required to be pre-funded, and, accordingly, has no plan assets.
Pension costs and other post-retirement benefit costs charged to operations are estimated on the basis of annual valuations
with the assistance of an independent actuary. Adjustments arising from plan amendments, changes in assumptions and experience
gains and losses, are amortized over the average future life expectancy of inactive participants for the defined-benefit plan, and
the average remaining future service of active employees expected to receive benefits for the post-retirement benefit plan.
67
Table of Contents
The following tables provide a reconciliation of the changes in the Pension Plans' benefit obligation and fair value of assets,
the funded status of the plans and the amounts recognized in the balance sheets and accumulated other comprehensive loss as of
December 31, 2012 and 2011 (in millions):
Pension Benefits
Other Post-retirement
Benefits
December 31,
2012
December 31,
2011
December 31,
2012
December 31,
2011
Change in Benefit Obligation:
Obligation at beginning of year
Interest cost
Actuarial loss
Benefit payments
Benefit obligation at end of year
Change in Plan Assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Benefit payments
Fair value of plan assets at end of year
Funded status at end of year
Amounts recognized in the balance sheet consist of:
Current liabilities
Non-current liabilities
Total liability
Amounts recognized in accumulated other
comprehensive loss consist of:
Prior service credit
Net actuarial loss
Total
Additional Information:
Accumulated benefit obligation
$
$
$
$
$
$
$
$
$
$
38.0
1.8
5.6
(2.4)
43.0
28.7
3.0
3.7
(2.4)
33.0
$
$
$
$
35.4
1.8
2.9
(2.1)
38.0
26.9
0.7
3.2
(2.1)
28.7
$
$
$
$
4.6
0.2
0.4
(0.1)
5.1
$
$
— $
—
0.1
(0.1)
— $
4.1
0.2
0.5
(0.2)
4.6
—
—
0.2
(0.2)
—
(10.0) $
(9.3)
$
(5.1) $
(4.6)
— $
(10.0)
(10.0) $
— $
(9.3)
(9.3)
$
— $
16.5
16.5
$
— $
12.2
12.2
$
43.0
$
38.0
(0.3) $
(4.8)
(5.1) $
(0.1) $
0.7
0.6
$
(0.3)
(4.3)
(4.6)
(0.2)
0.3
0.1
During 2012, the underfunded status of the defined-benefit pension plan increased $0.7 million to $10.0 million, due primarily
to an actuarial loss of $5.6 million resulting primarily from lower discount rates and a greater number of plan participants taking
benefits later than expected. The actuarial loss was offset by $0.9 million in higher than expected returns on our pension plan assets
and $3.7 million of contributions made by the Company in 2012.
68
Table of Contents
The following table provides components of net periodic benefit cost and other changes in plan assets and benefit
obligations recognized in other comprehensive income (in millions):
Net Periodic Benefit Cost:
Interest cost
Expected return on plan assets
Amortization of prior service credit
Amortization of net actuarial loss
Net periodic benefit cost
Other Changes in Plan Assets and Benefit
Obligations Recognized in Other
Comprehensive Income:
Net actuarial loss/(gain)
Amortization of prior service cost
Amortization of actuarial gain
Total recognized in other comprehensive
income
Total recognized in net periodic benefit cost and
other comprehensive income
$
$
$
$
$
Pension Benefits
Other Post-retirement
Benefits
2012
2011
2010
2012
2011
2010
$
$
$
1.8
(2.1)
—
0.4
0.1
4.7
—
(0.4)
$
$
$
1.8
(1.9)
—
0.3
0.2
4.1
—
(0.3)
$
$
$
1.9
(1.7)
—
0.2
0.4
(0.2)
—
(0.2)
$
$
$
0.2
—
(0.1)
—
0.1
0.4
0.1
—
$
$
$
0.2
—
(0.1)
—
0.1
0.5
0.1
—
0.2
—
(0.1)
—
0.1
(0.2)
0.1
—
4.3
$
3.8
$
(0.4)
$
0.5
$
0.6
$
(0.1)
4.4
$
4.0
$
— $
0.6
$
0.7
$
—
For both the pension and other post-retirement benefits plans, prior service cost are amortized on a straight-line basis over
the average remaining future service of active employees expected to receive benefits under the plan. For the pension benefits
plan, gains and losses in excess of 10% of the greater of the benefit obligation and market-related value of assets are amortized
over the average future life expectancy of inactive participants. For the post-retirement benefit plan, gains and losses in excess of
10% of the greater of the benefit obligation and market-related value of assets are amortized over the average remaining future
service of active employees expected to receive benefits under the plan. We use our fiscal year-end date as the measurement date
for our plans. We estimated that average future life expectancy is 22.5 years for the pension benefits plan and remaining service
life of active participants is 6.2 years for the post-retirement benefits plan.
Assumptions Used:
The following table shows the weighted-average assumptions used in the measurement of:
Benefit Obligations:
Discount rate
Expected return on assets
Net Periodic Benefit Costs:
Discount rate
Expected return on assets
Pension Benefits
December 31,
Other Post-retirement Benefits
December 31,
2012
2011
2010
2012
2011
2010
3.80%
7.00%
4.72%
7.25%
5.04%
7.35%
3.85%
N/A
4.74%
N/A
5.08%
N/A
4.72%
7.25%
5.04%
7.35%
5.73%
7.35%
4.74%
N/A
5.08%
N/A
5.88%
N/A
The weighted-average discount rates used to determine the Pension Plans' obligations and expenses are based on a yield
curve methodology which matches the expected benefits at each duration to the available high quality yields at that duration and
calculating an equivalent yield. The decrease in discount rates in 2012, 2011 and 2010 of our benefit obligations for both our
pension benefits plan and other post-retirement benefits plan was due primarily to lower bond yields. The decrease in the expected
long-term return on asset assumption in 2012, 2011 and 2010 for our pension plan is primarily due to a decrease in expected future
returns for most asset classes.
69
Table of Contents
We use a building block approach in determining the overall expected long-term return on assets. Under this approach, a
weighted-average expected rate of return is developed based on historical and expected future returns for each major asset class
and the proportion of assets of the class held by the Pension Plans. We then review the results and may make adjustments to reflect
the expected additional return gained through active investment management.
Assumed health care cost trend rates have an effect on the amounts reported for the post-retirement health care plans. The
health care cost trend rates assumed for the end of year benefit obligation for the post-retirement benefit plans are as follows:
Assumed current trend rate for next year for participants under 65
Assumed current trend rate for next year for participants 65 and over
Ultimate year trend rate
Year that ultimate trend rate is reached for participants under 65
Year that ultimate trend rate is reached for participants 65 and over
December 31,
2012
7.00%
6.00%
5.00%
2017
2017
December 31,
2011
7.50%
6.50%
5.00%
2016
2015
An one percent point change in assumed health care cost trend rates would have the following effects (in millions):
Effect on total of service and interest cost components of net periodic post-retirement
health care benefit cost
Effect on the health care component of the accumulated post-retirement benefit
obligation
Plan Assets:
1% Increase
1% Decrease
$
$
— $
—
0.5
$
(0.5)
The Company's overall investment strategy is to produce a total investment return which will satisfy future annual cash
benefit payments to participants, while minimizing future contributions from the Company. Additionally, our asset allocation
strategy is intended to diversify plan assets to minimize non-systematic risk and provide reasonable assurance that no single security
or class of security will have a disproportionate impact on the Pension Plans.
Our target investment allocation ranges are: 0-20% cash, 50-70% equity and 30-50% fixed income. Our investment target
also set forth the requirement for diversification within asset class, types and classes for investments prohibited and permitted,
specific indices to be used for benchmark in investment decisions and criteria for individual securities.
The fair value measurements of the Pension Plans' assets by asset category at December 31, 2012 are as follows (in millions):
Asset Category
Cash and cash equivalents
Equity securities:
Mutual funds
Other equity securities, primarily U.S. companies
Government securities
Corporate and muni bonds:
Other bonds
Muni bonds
Group annuity contract
Total
$
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
1.1
$
0.4
$
0.7
$
—
—
—
—
—
—
—
—
8.1
10.1
3.7
5.9
0.3
3.8
33.0
$
8.1
10.1
2.1
—
—
—
20.7
$
—
—
1.6
5.9
0.3
3.8
12.3
$
70
Table of Contents
The fair value measurements of the Pension Plans' assets by asset category at December 31, 2011 are as follows (in millions):
Asset Category
Cash and cash equivalents
Equity securities:
Mutual funds
Other equity securities, primarily U.S. companies
Government securities
Corporate and muni bonds:
Other bonds
Muni bonds
Group annuity contract
Total
$
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
1.5
$
— $
1.5
$
6.4
8.7
3.4
4.8
0.3
3.6
28.7
$
6.4
8.7
1.2
—
—
—
16.3
$
—
—
2.2
4.8
0.3
3.6
12.4
$
—
—
—
—
—
—
—
—
Subsequent to the issuance of the 2011 consolidated financial statements, we determined that $1.5 million in cash equivalents,
$2.2 million of government securities, $4.8 million of corporate bonds and $0.3 million of municipal bonds classified as Level 1
investments as of December 31, 2011 should have been classified as Level 2 as these specific investments do not have quoted
prices in active markets for identical assets. Accordingly, we have corrected the classification of these securities and bonds from
Level 1 to Level 2 in the table of fair value measurements as of December 31, 2011.
Equity securities are recorded at their fair market value each year-end as determined by quoted closing market prices on
national securities exchanges or other markets, as applicable. Most of our debt securities are classified as Level 2, with the exception
of some of our U.S. government obligations, which are classified as Level 1. The group annuity consists primarily of investment
grade fixed income securities. The participating annuity contract is valued based on discounted cash flows of current yields of
similar securities with comparable duration based on the underlying fixed income investments.
Estimated Future Contributions and Benefit Payments
We expect to contribute $3.1 million and $0.3 million to our pension benefits plan and other post-retirements benefits plan,
respectively, in 2013.
Estimated future benefit payments reflecting future service are as follows (in millions):
Year ending December 31,
2013
2014
2015
2016
2017
2018 through 2022
Pension
Benefits
Other
Post-retirement
Benefits
$
$
2.6
3.0
2.7
2.9
2.8
14.5
0.3
0.3
0.3
0.3
0.4
1.7
Expected amortizations from accumulated other comprehensive income into net periodic benefit cost for the year ending
December 31, 2013 (in millions):
Expected amortization of net actuarial loss
Expected amortization of prior service credit
Total expected amortizations for the year ending December 31, 2013
Pension
Benefits
Other
Post-retirement
Benefits
$
$
0.5
—
0.5
$
$
—
(0.1)
(0.1)
71
Table of Contents
Multi-employer Defined Benefit Plan
The Company contributed $0.3 million in each of 2012, 2011 and 2010 to multi-employer defined benefit plans under the
terms of a collective-bargaining agreement that covers its union represented employees.
Savings Plans
We maintain defined-contribution plans in the U.S., subject to Section 401(k) of the Internal Revenue Code, and in Canada,
subject to the Income Tax Act. For the year ended December 31, 2012, eligible U.S. employees could elect to contribute, on a tax-
deferred basis, from 1% to 75% of their compensation to a maximum of $17,000. Eligible U.S. employees over 50 years of age
could also contribute an additional $5,500 on a tax-deferred basis. In Canada, employees can elect to contribute up to a maximum
of $22,970 Canadian dollars. Under the 401(k) plan, we match 100% of U.S. employee contributions up to 2% of base salary and
match 25% of employee contributions from 2% to 6% of base salary. For Canadian employees, we match 50% of employee
contributions up to 3% of base salary. For the years ended December 31, 2012, 2011 and 2010, we made matching payments of
$2.3 million, $2.5 million and $2.3 million, respectively.
12. Earnings Per Share
The following table sets forth the computation of basic and diluted net earnings per share (dollars and shares in millions,
except per share amounts):
Year Ended December 31,
2012
2011
2010
Weighted-
Average
Shares
Outstanding
Net
Income
Per
Common
Share
Weighted-
Average
Shares
Outstanding
Net
Income
Net
Income
Per
Common
Share
Weighted-
Average
Shares
Outstanding
Net
Income
Net
Income
Per
Common
Share
11.5
$
2.96
$ 26.2
11.4
$
2.30
$ 17.7
10.8
$
1.64
Net
Income
$ 33.9
0.1
—
—
—
(0.02)
(0.02)
(0.01)
—
—
0.1
—
0.2
$ 33.9
11.6
$
2.91
$ 26.2
11.7
$
(0.01)
(0.02)
—
(0.04)
2.23
0.1
0.2
—
0.3
$ 17.7
11.4
$
(0.01)
(0.03)
—
(0.05)
1.55
Basic EPS
Effect of dilutive
common share
equivalents:
Restricted
stock units
Stock options
Performance shares
Warrants
Diluted EPS
______________________________________________
Note: Basic and diluted earnings per share are calculated based on unrounded actual amounts.
Stock options and warrants to purchase common stock are not included in the computation of diluted earnings per share if
their effect would be anti-dilutive. There were no anti-dilutive stock options outstanding for 2012 and 91,770 and 104,020 anti-
dilutive stock options outstanding for 2011 and 2010, respectively. There were no anti-dilutive warrants in 2011 and 2010, and
there were no warrants outstanding in 2012.
As of December 31, 2011, 696,385 shares had been net issued upon cash and cashless exercises of the Company's warrants
and no Class 6(B) warrants or Tranche B warrants remain outstanding.
13.
Stock-Based Compensation Plans
Total stock-based compensation cost recognized in the consolidated statements of operations as a component of selling,
general and administrative expenses was $5.8 million, $5.5 million and $4.8 million for the years ended December 31, 2012, 2011
and 2010, respectively. Total unrecognized compensation cost related to non-vested share-based compensation arrangements was
$4.6 million at December 31, 2012, which is expected to be recognized over a weighted-average period of 1.7 years.
Employee stock-based compensation expense recognized in 2012 was calculated based on awards ultimately expected to
vest and has been reduced for estimated forfeitures. Our forfeiture experience since inception of our plans has been approximately
4% of the total grants. The historical rate of forfeiture is a component of the basis for predicting the future rate of forfeitures, which
72
Table of Contents
are also dependent on the remaining service period related to grants and on the limited number of approximately 84 plan participants
that have been awarded grants since the inception of our plans. We issue new shares to satisfy stock option exercises.
In 2010, we established the 2010 Long-Term Incentive Plan. All shares available for issuance under our previous plans have
been transferred to the 2010 Long-Term Incentive Plan, from which all future awards will be made. The following table summarizes
the number of securities to be issued and remaining available for future issuance under all of the plans as of December 31, 2012:
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column 1)
17,376
3,053
202,480
204,673
$
$
$
$
34.94
0.01
21.40
1.21
—
—
—
370,271
2004 Long-Term Incentive Plan
-options
2005 Long-Term Incentive Plan
-Restricted stock units
2007 Long-Term Incentive Plan(1)
2010 Long-Term Incentive Plan (1)
______________________________________________
(1)
Includes non-qualified stock options, restricted stock units and performance shares.
2004 Long-Term Incentive Plan
The 2004 Long-Term Incentive Plan (“2004 LTIP”) provided for issuance of shares of non-qualified stock options and
restricted stock units to officers and key employees. For option grants, the exercise price equals the fair value of the Company's
common stock on the date of grant. Options vested over a three-year period; one-third of the options cliff-vest on the first anniversary
of the vesting commencement date and the remaining options vest in equal monthly installments over the two-year period following
the first anniversary of the vesting commencement date. Stock options expire seven years after the date of grant. No further grants
will be made under the 2004 LTIP.
2005 Long-Term Incentive Plan
The 2005 Long-Term Incentive Plan (“2005 LTIP”) provided for the granting of restricted stock units to officers and key
employees. The majority of restricted stock units issued under the 2005 LTIP generally vest over three years: one-third of the
restricted stock units cliff vest on the first anniversary of the vesting commencement date and the remaining restricted stock units
vest in equal quarterly installments over the two-year period following the first anniversary of the vesting commencement date.
Restricted stock units do not have an expiration date. No further grants will be made under the 2005 LTIP.
2005 Directors' Equity Incentive Plan
The 2005 Directors' Equity Incentive Plan (“2005 Directors' Plan”) consists of 15,000 non-qualified stock options that
have been granted to non-employee Directors of the Company. The terms and vesting requirements of the 2005 Directors' Plan
are similar to those of the 2004 LTIP, except options vest quarterly after the first anniversary of the vesting commencement
date. No stock options are available for future issuance.
2007 Long-Term Incentive Plan
The 2007 Long-Term Incentive Plan (“2007 LTIP”) provided for the granting of stock options, restricted stock units and
performance share awards of our common stock to officers, employees and non-employee directors. The majority of awards issued
under the 2007 LTIP generally vest over three years: one-third of the awards cliff vest on the first anniversary of the vesting
commencement date and the remaining awards vest in equal quarterly installments over the two-year period following the first
anniversary of the vesting commencement date. Stock options expire seven years after the date of grant. Restricted stock units do
not have an expiration date. No further grants will be made under the 2007 LTIP.
73
Table of Contents
2010 Long-Term Incentive Plan
The 2010 Long-Term Incentive Plan (“2010 LTIP”) provides for the granting of awards of up to 1,115,952 shares of our
common stock to officers, employees and non-employee directors. The 2010 LTIP became effective on April 1, 2010 and awards
may be made under the plan through March 31, 2020. The available awards under the 2010 LTIP include: stock options, stock
appreciation rights, restricted stock units, other stock-based awards and performance shares. The 2010 LTIP limits awards to
100,000 shares to any one participant in any one year. The majority of awards issued under the 2010 LTIP through December 31,
2012, have been restricted stock units which generally vest over three years: one-third of the restricted stock units cliff vest on the
first anniversary of the vesting commencement date and the remaining restricted stock units vest in equal quarterly installments
over the two-year period following the first anniversary of the vesting commencement date.
Assumptions Used for Fair Value
Restricted stock units and performance shares are valued at the fair market value of our stock at date of grant. For stock
options we use the Black-Scholes option-pricing model to determine the grant date fair value. Option-pricing models require the
input of assumptions that are estimated at the date of grant.
There were no stock options granted in 2012 and 2010. The following table presents the assumptions used in the Black-
Scholes option-pricing model to value the stock options granted during 2011 and the fair value of restricted stock units and
performance shares granted during the periods.
Expected life (years)
Risk-free interest rate
Volatility
Dividend yield
Weighted-average fair value per share of grants:
Stock options
Restricted stock units
Performance shares
______________________________________________
Year Ended December 31,
2012
2011
2010
N/A
N/A
N/A
N/A
5.3
0.48%
41%
2%
$
$
N/A $
$
$
39.98
39.59
9.88
34.12
34.12
$
$
N/A
N/A
N/A
N/A
N/A
31.57
—
The expected volatility is based on the historical implied volatility of our stock price. The risk-free rate for periods within the
contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of
options granted represents the period of time we estimate that options granted are expected to be outstanding.
The following table summarizes the activity for all stock options, restricted stock units and performance shares under all of
the Long-Term Incentive Plans ("LTIPs") for the year ended December 31, 2012:
December 31, 2011
Activity during 2012
December 31, 2012
Outstanding
Granted
Exercised
Canceled
Outstanding
Exercisable
Plans
Securities
Number
Price
Number
Price
Number
Price
Number
Price
Number
Price
Number
Price
2004 LTIP
RSUs
188
$ 0.01
Options
41,077
35.08
2005 LTIP
RSUs
3,053
0.01
2005 Directors’ Plan Options
7,500
27.03
2007 LTIP (1)
RSUs
78,509
0.01
Options
274,034
25.71
—
—
—
—
—
—
—
$ —
(188)
$ 0.01
— $ —
— $ —
— $ —
—
—
—
—
(23,701)
35.18
—
—
(7,500)
27.03
—
—
—
—
—
—
17,376
34.94
17,376
34.94
3,053
0.01
3,053
0.01
—
—
—
—
(51,922)
0.01
(1,667)
0.01
24,920
0.01
24,920
0.01
— (104,927)
25.86
169,107
25.62
169,107
25.62
—
—
—
—
2010 LTIP (1)
Perf.
shares
RSUs
Options
Perf.
shares
11,271
137,532
0.01
0.01
84,468
0.01
(91,499)
(10,375)
0.01
120,126
8,453
0.01
0.01
8,453
1,733
0.01
0.01
—
(2,818)
0.01
0.01
—
7,500
32.78
—
—
—
—
—
7,500
32.78
2,500
32.78
28,192
0.01
85,252 (2)
0.01
(25,967)
0.01
(10,430)
0.01
77,047
0.01
1,366
0.01
Total
588,856
169,720
(308,522)
(22,472)
427,582
228,508
______________________________________________
Note: Price is weighted-average price per share.
74
Table of Contents
(1) The 2007 and 2010 LTIPs are for officers, employees and non-employee directors.
(2) This number consists of 13,375 shares of one-time special incentive awards granted in 2012 and 71,877 performance shares
granted during 2012 of which 45,493 performance shares were determined to be earned subsequent to December 31, 2012
based upon achievement of 2012 performance criteria.
The aggregate intrinsic value of stock options exercised in 2012, 2011 and 2010 was $2.2 million, $4.3 million and $4.7
million, respectively. The aggregate intrinsic value of restricted stock units exercised in 2012, 2011 and 2010 was $6.4 million,
$5.3 million and $4.2 million, respectively. The aggregate intrinsic value of performance shares exercised in 2012, 2011 and 2010
was $1.1 million, $0.7 million and $1.5 million, respectively.
The following table summarizes stock options, restricted stock units and performance shares that have vested and are expected
to vest as of December 31, 2012:
Outstanding
Weighted-Average Remaining
Contractual Term (years)
Aggregate Intrinsic Value(1)
(dollars in thousands)
December 31, 2012
Plans
2004 LTIP
2005 LTIP
2007 LTIP
2010 LTIP
Securities
Options
RSUs
RSUs
Options
Perf. shares
RSUs
Options
Perf. shares
Vested
17,376
3,053
24,920
169,107
8,453
1,733
2,500
1,366
Expected to
vest(2)
—
—
—
—
—
118,393
5,000
49,297
Vested
Expected to vest(2)
Vested
Expected to vest(2)
1.3
—
—
2.5
—
—
5.8
—
$
— $
—
—
—
—
—
5.8
—
216
145
1,180
3,675
400
82
36
65
—
—
—
—
—
5,605
73
2,334
8,012
Total
228,508
172,690
$
5,799
$
______________________________________________
(1) Aggregate intrinsic value is calculated based upon the difference between the exercise prices of options or restricted stock
units and our closing common stock price on December 31, 2012 of $47.35, multiplied by the number of instruments that are
vested or expected to vest. Options and restricted stock units having exercise prices greater than the closing stock price noted
above are excluded from this calculation.
(2) Options, restricted stock units and performance shares that are expected to vest are net of estimated future forfeitures.
The aggregate fair value of options vested in 2012, 2011 and 2010 was $0.1 million, $1.7 million and $5.5 million, respectively.
The aggregate fair value of restricted stock units vested in 2012, 2011 and 2010 was $6.4 million, $6.1 million and $4.7 million,
respectively. The aggregate fair value of performance shares vested in 2012, 2011 and 2010 was $1.1 million, $0.8 million and
$2.0 million, respectively.
14.
Stockholders' Equity
Dividends
On October 19, 2011, we announced the commencement of a quarterly dividend program. On the same day, the Board of
Directors declared a quarterly cash dividend of $0.17 per common share, which resulted in a total payment of approximately $1.9
million during 2011. In 2012, the Board of Directors declared quarterly cash dividends of $0.17 per common share on February 3,
2012, May 3, 2012 and August 3, 2012, and a cash dividend of $0.19 per common share on November 1, 2012. On December 6,
2012, in lieu of our first quarter of 2013 dividend, the Board of Directors declared an accelerated cash dividend of $0.19 per
common share that was paid on December 31, 2012. We paid total cash dividends of $10.3 million during 2012.
Repurchase of Common Stock
In May 2011, our Board of Directors authorized the repurchase of up to $30 million of our common stock. Our available
funds for future share repurchases were re-established at $30 million under the February 2010 amendment to our Credit Facility.
The share repurchase program was approved by our Board to enable the Company to buy shares when we believe our stock price
is undervalued. Repurchases under the program also have the positive effect of offsetting the dilution associated with new share
issuances due to vesting of restricted stock and the exercise of stock options. The timing and amount of the purchases are based
on market conditions, our cash and liquidity requirements, relevant securities laws and other factors. The share repurchase program
75
Table of Contents
may be discontinued or amended at any time. The program has no expiration date and expires when the amount authorized has
been expended or the Board withdraws its authorization. We account for share repurchases using the cost method.
During the year ended December 31, 2012 and 2011, we repurchased 118,800 and 542,415 shares of common stock,
respectively, under the share repurchase program at an average price of $43.34 and $35.03 per share for a total cost of $5.2 million
and $19.0 million, respectively. As of December 31, 2012, there was $5.8 million available for future share repurchases under the
program.
15. Other Comprehensive Income (Loss)
The components of other comprehensive income ("OCI") and the related tax effects were as follows (in millions):
Year Ended December 31,
2012
2011
2010
Before
Tax
Tax
Effect
Net
of
Tax
Before
Tax
Tax
Effect
Net
of
Tax
Before
Tax
Tax
Effect
Net
of
Tax
Defined benefit plan adjustments:
Net actuarial (loss) gain during the year $ (5.1) $ 2.0
$ (3.1) $ (4.6) $ 1.8
$ (2.8) $
0.4
$ (0.2) $ 0.2
Amortization of prior service cost
included in net income
(0.1)
— (0.1)
(0.1)
— (0.1)
(0.1)
— (0.1)
Amortization of net actuarial gain (loss)
included in net income
Net (loss) gain during the year
0.4
(4.8)
(0.1)
1.9
0.3
(2.9)
0.3
(4.4)
(0.1)
1.7
0.2
(2.7)
Foreign currency translation adjustment
gain (loss)
0.4
—
0.4
(0.3)
— (0.3)
Other comprehensive (loss) income
$ (4.4) $ 1.9
$ (2.5) $ (4.7) $ 1.7
$ (3.0) $
0.2
0.5
1.2
1.7
(0.1)
(0.3)
0.1
0.2
—
1.2
$ (0.3) $ 1.4
16.
Segment and Geographic Information
We are one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North
America. We offer a full range of products, marketing programs and technology solutions to over 29,000 customer locations in
the U.S. and Canada. Our customers include traditional convenience stores, grocery stores, drug stores, liquor stores and other
specialty and small format stores that carry convenience products. Our product offering includes cigarettes, other tobacco products,
candy, snacks, fast food, groceries, fresh products, dairy, bread, beverages, general merchandise and health and beauty care products.
As of December 31, 2012, we operated a network of 28 distribution centers in the U.S. and Canada (excluding two distribution
facilities we operate as a third party logistics provider) which support our wholesale distribution business. Twenty-four of our
distribution centers are located in the U.S., including three consolidating warehouses, and four are located in Canada.
Our distribution centers (operating divisions) which produce almost all of our revenues have similar historical economic
characteristics and have been aggregated into one reporting segment. Couche-Tard, our largest customer, accounted for
approximately 13.7% of our total net sales for 2012. Accounting policies for measuring segment assets and earnings before income
taxes are substantially consistent with those described in Note 2 - Summary of Significant Accounting Policies.
76
Table of Contents
Information about our business operations based on the two geographic areas is as follows (in millions):
Net sales:
United States
Canada
Corporate (1)
Total
Income (loss) before income taxes:
United States
Canada
Corporate (1)
Total
Interest expense:
United States
Canada
Corporate (1)
Total
Depreciation and amortization:
United States
Canada
Corporate (1)
Total
Year Ended December 31,
2012
2011
2010
7,716.3
$
6,865.5
$
1,148.6
27.5
1,220.5
28.9
8,892.4
$
8,114.9
$
6,086.3
1,158.0
22.5
7,266.8
48.6
$
2.3
4.5
55.4
$
50.4
(1.4)
(5.8)
43.2
$
$
27.4
$
23.5
$
0.7
(25.9)
2.2
$
0.9
(22.0)
2.4
$
17.7
$
15.4
$
2.9
4.7
3.0
4.0
25.3
$
22.4
$
35.6
(4.7)
(3.7)
27.2
24.3
0.9
(22.6)
2.6
13.9
2.7
3.1
19.7
$
$
$
$
$
$
$
$
_____________________________________________
(1) Corporate consists of net expenses and other income that is not allocated to the U.S. and Canada, intercompany eliminations
for interest and allocations of overhead, service fee revenue for our consolidating warehouses, LIFO income or expense and
reclassifying adjustments.
Identifiable assets by geographic area are as follows (in millions):
Identifiable assets:
United States
Canada
Total
December 31,
2012
December 31,
2011
$
$
821.7
97.5
919.2
$
$
768.6
101.6
870.2
77
Table of Contents
The net sales mix for our primary product category is as follows (in millions):
Product Category
Cigarettes
Food
Candy
Other tobacco products
Health, beauty & general
Beverages
Equipment/other
Total food/non-food products
Total net sales
Year Ended December 31,
2012
Net Sales
2011
Net Sales
2010
Net Sales
$
6,139.4
$
5,710.6
$
5,119.7
1,178.6
489.5
687.8
269.2
125.6
2.3
995.7
459.8
607.9
237.5
100.9
2.5
840.9
426.0
503.6
220.6
152.0
4.0
$
$
2,753.0
8,892.4
$
$
2,404.3
8,114.9
$
$
2,147.1
7,266.8
78
Table of Contents
17. Quarterly Financial Data (Unaudited)
The tables below provide our unaudited consolidated results of operations for each of the four quarters in 2012 and 2011:
Net sales — Cigarettes (1)
Net sales — Food/non-food (1)
Net sales (1)
Cost of goods sold
Gross profit
Warehousing and distribution expenses (2)
Selling, general and administrative expenses (3)
Amortization of intangible assets
Total operating expenses
Income from operations
Interest expense
Interest income
Foreign currency gains (losses), net
Income before income taxes
Income tax provision
Net income
Basic net income per common share (4)
Diluted net income per common share (4)
Shares used to compute basic net income
per common share
Shares used to compute diluted net income
per common share
Three Months Ended
(in millions, except per share data)
December 31,
September 30,
June 30,
2012
1,513.2
$
2012
1,596.5
$
2012
1,577.3
$
March 31,
2012
1,452.4
$
676.3
2,189.5
2,067.6
121.9
64.7
40.3 (3)
0.6
105.6
718.4
2,314.9
2,192.7
122.2
68.4
35.9 (3)
0.7
105.0
710.0
2,287.3
2,164.7
122.6
66.2
37.8 (3)
0.8
104.8
16.3
(0.6)
0.1
(0.1)
15.7
(6.0)
9.7
0.84
0.83
11.5
11.7
$
$
17.2
(0.4)
0.1
—
16.9
(6.4)
10.5
0.92
0.90
11.5
11.7
$
$
17.8
(0.6)
0.1
(0.2)
17.1
(7.0)
10.1
0.89
0.87
11.4
11.6
$
$
648.3
2,100.7
1,990.6
110.1
63.4
39.7
0.9
104.0
6.1
(0.6)
0.1
0.1
5.7
(2.1)
3.6
0.31
0.31
11.4
11.6
$
$
Excise taxes (1)
Cigarette inventory holding gains (5)
LIFO expense
Depreciation and amortization
Stock-based compensation
Capital expenditures
$
482.2
$
519.1
$
511.5
$
474.2
3.3
1.3
6.3
1.7
8.3
0.2
3.8
6.3
1.4
7.1
3.2
4.3
6.4
1.3
7.7
1.1
2.9
6.3
1.4
5.5
____________________________________________
(1) Excise taxes are included as a component of net sales.
(2) Warehousing and distribution expenses are not included as a component of the Company's cost of goods sold which presentation
may differ from that of other registrants.
(3) SG&A expenses include acquisition costs related to Davenport consisting of $1.3 million in Q4. SG&A expenses also include
a reduction in expenses resulting from the favorable resolution of legacy workers' compensation and insurance claims of $1.4
million in Q3 and $0.4 million in Q2.
(4) Totals may not agree with full year amounts due to rounding and separate calculations for each quarter.
(5) Cigarette inventory holding gains relate to income we earn on cigarette and excise tax stamp quantities on hand at the time
cigarette manufacturers increase their prices or when states, localities or provinces increase their excise taxes and allow us to
recognize cigarette inventory holding gains.
79
Table of Contents
Net sales — Cigarettes (1)
Net sales — Food/non-food (1)
Net sales (1)
Cost of goods sold
Gross profit (2) (3)
Warehousing and distribution expenses (4)
Selling, general and administrative expenses (5)
Amortization of intangible assets
Total operating expenses
Income from operations
Interest expense
Interest income
Foreign currency gains (losses), net
Income before income taxes
Income tax provision
Net income
Basic net income per common share (6)
Diluted net income per common share (6)
Shares used to compute basic net income
per common share
Shares used to compute diluted net income
per common share
Three Months Ended
(in millions, except per share data)
December 31,
September 30,
June 30,
March 31,
2011
1,490.7
$
$
636.8
2,127.5
2,017.7
109.8
61.2
39.0 (5)
0.9
101.1
8.7
(0.6)
—
0.1
8.2
(3.0)
5.2
0.46
0.45
11.4
11.5
$
$
$
$
$
$
$
2011
1,566.4
658.7
2,225.1
2,102.9
122.2 (2)
61.7
38.6 (5)
0.8
101.1
21.1
(0.6)
0.2
(1.4)
19.3
(7.3)
12.0
1.05
1.03
11.4
11.7
2011
1,430.5
609.3
2,039.8
1,930.0
109.8 (2)
57.8
36.5 (5)
0.8
95.1
14.7
(0.6)
0.1
0.2
14.4
(5.9)
8.5
0.74
0.72
11.5
11.9
$
$
$
2011
1,223.0
499.5
1,722.5
1,630.2
92.3 (3)
53.9
36.7 (5)
0.5
91.1
1.2
(0.6)
0.1
0.6
1.3
(0.8)
0.5
0.04
0.04
11.3
11.8
Excise taxes (1)
Cigarette inventory holding gains (7)
LIFO expense
Depreciation and amortization
Stock-based compensation
Capital expenditures
$
494.0
$
534.0
$
496.5
$
427.0
2.9
5.8
6.3
1.4
13.0
4.4
5.0
5.4
1.6
5.3
—
4.6
5.6
1.2
4.5
0.9
2.9
5.1
1.3
1.3
______________________________________________
(1) Excise taxes are included as a component of net sales.
(2) Includes for Q3 and Q2 respectively, $1.7 million and $4.2 million of candy inventory holding gains resulting from manufacturer
price increases. The candy inventory holding gains were estimated as the amount in excess of our normal manufacturer
incentives for those products sold in 2011.
(3) Includes a $0.8 million OTP tax settlement which was recorded as a decrease to cost of goods sold during Q1.
(4) Warehousing and distribution expenses are not included as a component of the Company's cost of goods sold which presentation
may differ from that of other registrants.
(5) SG&A expenses include acquisition and transition costs related to FCGC, consisting of $0.8 million in Q4, $0.4 million in
Q3, $0.8 million in Q2 and $0.7 million in Q1. SG&A expenses also include start-up costs of $0.4 million in Q4 and $1.4
million in Q3 related to the start-up of the Florida distribution center and other infrastructure costs to support the new distribution
agreement with Couche-Tard.
(6) Totals may not agree with full year amounts due to rounding and separate calculations for each quarter.
(7) Cigarette inventory holding gains relate to income we earn on cigarette and excise tax stamp quantities on hand at the time
cigarette manufacturers increase their prices or when states, localities or provinces increase their excise taxes and allow us to
recognize cigarette inventory holding gains.
80
Table of Contents
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9. A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted, under the supervision and with the participation of our management, including the chief executive officer
and chief financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on our evaluation,
the chief executive officer and chief financial officer concluded that, as of December 31, 2012, our disclosure controls and
procedures were effective.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rule 13a-15(f) of the Securities Exchange Act of 1934. We assessed the effectiveness of our internal control over financial
reporting as of December 31, 2012. In making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Management did not assess the internal control over financial reporting
at our J.T. Davenport division, which we acquired on December 17, 2012 and which represented less than 8% of our total assets,
and less than 1% of income before income taxes of the consolidated financial statement amounts as of and for the year ended
December 31, 2012.
Based on this assessment, we concluded that our internal control over financial reporting was effective as of December 31,
2012.
Our internal control over financial reporting as of December 31, 2012 has been audited by Deloitte & Touche LLP, our
independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the fourth quarter of the year
ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, the internal control over
financial reporting.
ITEM 9. B. OTHER INFORMATION
None.
81
Table of Contents
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is included in our Proxy Statement for the 2013 Annual Meeting of Stockholders under
the following captions and is incorporated herein by reference thereto: “Nominees for Director,” “Board of Directors,” “Our
Executive Officers,” and “Ownership of Core-Mark Common Stock-Section 16(a) Beneficial Ownership Reporting Compliance.”
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this item is included in our Proxy Statement for the 2013 Annual Meeting of Stockholders under
the following captions and is incorporated herein by reference thereto: “Board of Directors-Director Compensation,” “Board of
Directors-Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,”
“Compensation Committee Report,” and “Compensation of Named Executives.”
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is included (i) in our Proxy Statement for the 2013 Annual Meeting of Stockholders
under the caption “Ownership of Core-Mark Common Stock” and is incorporated herein by reference thereto and (ii) in Item 5 of
this Annual Report on Form 10-K and is incorporated herein by reference thereto.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is included in our Proxy Statement for the 2013 Annual Meeting of Stockholders under
the following caption and is incorporated by reference herein by reference thereto: “Board of Directors-Certain Relationships and
Related Transactions,” “Board of Directors-Committees of the Board of Directors” and “Board of Directors-Corporate
Governance.”
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is included in our Proxy Statement for the 2013 Annual Meeting of Stockholders under
the caption “Ratification of Selection of Independent Registered Public Accounting Firm-Auditor Fees” and is incorporated herein
by reference thereto.
82
Table of Contents
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Annual Report on Form 10-K:
PART IV
EXHIBIT INDEX
Exhibit
No.
2.1
3.1
3.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.09
10.10
10.11
10.12
Description
Third Amended and Revised Joint Plan of Reorganization of Fleming Companies, Inc. and its Subsidiaries Under
Chapter 11 of the Bankruptcy Code, dated May 25, 2004 (incorporated by reference to Exhibit 2.1 of the
Company's Registration Statement on Form 10 filed on September 6, 2005).
Certificate of Incorporation of Core-Mark Holding Company, Inc. (incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form 10 filed on September 6, 2005).
Second Amended and Restated Bylaws of Core-Mark Holding Company, Inc. (incorporated by reference to Exhibit
3.2 of the Company's Current Report on Form 8-K filed on August 18, 2008).
2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Registration Statement
on Form 10 filed on September 6, 2005).
2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Registration Statement
on Form 10 filed on September 6, 2005).
2007 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company's Proxy Statement on
Schedule 14A filed on April 23, 2007).
Statement of Policy Regarding 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 of the
Company's Current Report on Form 8-K filed on May 9, 2007).
2010 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company's Proxy Statement on
Schedule 14A filed on April 13, 2010).
Form of Management Option Award Agreement for Awards under the Core-Mark Holding Company, Inc. 2004
Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-
K filed on March 12, 2009).
Form of Management Option Award Agreement for Awards under the Core-Mark Holding Company, Inc.
2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Current
Report on Form 8-K filed on July 6, 2007).
Form of Management Option Award Agreement for January 2009 Awards under the Core-Mark Holding Company,
Inc. 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q filed on May 8, 2009).
Form of Management Performance Share Award Agreement for January 2009 Awards under the Core-Mark Holding
Company, Inc. 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Quarterly
Report on Form 10-Q filed on May 8, 2009).
Form of Management Restricted Stock Unit Award Agreement for January 2009 and 2010 Awards under the Core-
Mark Holding Company, Inc. 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q filed on May 8, 2009).
Form of Management Option Award Agreement for Awards under the Core-Mark Holding Company, Inc. 2010
Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-
K filed on January 25, 2011).
Form of Management Performance Share Award Agreement for January 2011 Awards under the Core-Mark Holding
Company, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Current
Report on Form 8-K filed on January 25, 2011).
83
Table of Contents
Exhibit
No.
10.13
Description
Form of Management Restricted Stock Unit Award Agreement for Awards under the Core-Mark Holding Company,
Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company's Current Report on
Form 8-K filed on January 25, 2011).
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
Form of Management Performance Share Award Agreement under the Core-Mark Holding Company, Inc. 2010 Long-
Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K/A
filed on March 7, 2012).
Form of Management Special Incentive Share Award Agreement under the Core-Mark Holding Company, Inc. 2010
Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-
K/A filed on March 7, 2012).
Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.5 of the
Company's Registration Statement on Form 10 filed on September 6, 2005).
Registration Rights Agreement, dated August 20, 2004, among Core-Mark Holding Company, Inc. and the parties
listed on Schedule I attached thereto (incorporated by reference to Exhibit 10.10 of the Company's Registration
Statement on Form 10 filed on September 6, 2005).
Credit Agreement, dated October 12, 2005, among Core-Mark Holding Company, Inc., Core-Mark International, Inc.,
Core-Mark Holdings I, Inc., Core-Mark Holdings II, Inc., Core-Mark Holdings III, Inc., Core-Mark Midcontinent,
Inc., Core-Mark Interrelated Companies, Inc., Head Distributing Company and Minter-Weisman Co., as Borrowers,
the Lenders Signatory Thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, General Electric
Capital Corporation and Wachovia Capital Finance Corporation (Western), as Co-Syndication Agents and Bank of
America, N.A. and Wells Fargo Foothill, LLC, as Co-Documentation Agents (incorporated by reference to Exhibit
10.13 of the Company's Registration Statement on Form 10 filed on October 21, 2005).
First Amendment to Credit Agreement, dated December 4, 2007, among Core-Mark Holding Company, Inc., Core-
Mark International, Inc., Core-Mark Holdings I, Inc., Core-Mark Holdings II, Inc., Core-Mark Holdings III, Inc.,
Core-Mark Midcontinent, Inc., Core-Mark Interrelated Companies, Inc., Head Distributing Company and Minter-
Weisman Co., as Borrowers, the Lenders Signatory Thereto as Lenders and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K
filed on March 12, 2009).
Second Amendment to Credit Agreement, dated March 12, 2008, among Core-Mark Holding Company, Inc., Core-
Mark International, Inc., Core-Mark Holdings I, Inc., Core-Mark Holdings II, Inc., Core-Mark Holdings III, Inc.,
Core-Mark Midcontinent, Inc., Core-Mark Interrelated Companies, Inc., Head Distributing Company and Minter-
Weisman Co., as Borrowers, the Lenders Signatory Thereto as Lenders and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed
on March 18, 2008).
Third Amendment to Credit Agreement, dated February 2, 2010, among Core-Mark Holding Company, Inc., Core-
Mark International, Inc., Core-Mark Holdings I, Inc., Core-Mark Holdings II, Inc., Core-Mark Holdings III, Inc.,
Core-Mark Midcontinent, Inc., Core-Mark Interrelated Companies, Inc., Head Distributing Company and Minter-
Weisman Co., as Borrowers, the Lenders Signatory Thereto as Lenders and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed
on February 5, 2010).
Fourth Amendment to Credit Agreement, dated May 5, 2011, among Core-Mark Holding Company, Inc., Core-Mark
International, Inc., Core-Mark Holdings I, Inc., Core-Mark Holdings II, Inc., Core-Mark Holdings III, Inc., Core-
Mark Midcontinent, Inc., Core-Mark Interrelated Companies, Inc., Head Distributing Company and Minter-Weisman
Co., as Borrowers, the Lenders Signatory Thereto as Lenders and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on May 9,
2011).
Pledge and Security Agreement, dated October 12, 2005, among Core-Mark Holding Company, Inc., Core-Mark
Holdings I, Inc., Core-Mark Holdings II, Inc., Core-Mark Holdings III, Inc., Core-Mark International, Inc., Core-
Mark Midcontinent, Inc., Core-Mark Interrelated Companies, Inc., Head Distributing Company, Inc. and Minter-
Weisman Co., Inc., as Grantors and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference
to Exhibit 10.13 of the Company's Registration Statement on Form 10 filed on October 21, 2005).
84
Table of Contents
Exhibit
No.
11.1
Description
Statement of Computation of Earnings Per Share (required information contained within this Annual Report on
Form 10-K).
21.1
List of Subsidiaries of Core-Mark Holding Company, Inc.
23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
85
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 14, 2013
CORE-MARK HOLDING COMPANY, INC.
By:
/s/ THOMAS B. PERKINS
Thomas B. Perkins
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/S/ THOMAS B. PERKINS
Thomas B. Perkins
President, Chief Executive Officer and
March 14, 2013
Director (Principal Executive Officer)
/S/ STACY LORETZ-CONGDON
Senior Vice President and Chief Financial
March 14, 2013
Stacy Loretz-Congdon
Officer (Principal Financial Officer)
/S/ CHRISTOPHER MILLER
Vice President, Chief Accounting Officer
March 14, 2013
Christopher Miller
(Principal Accounting Officer)
/S/ RANDOLPH I. THORNTON
Chairman of the Board of Directors
March 14, 2013
Randolph I. Thornton
/S/ ROBERT A. ALLEN
Director
March 14, 2013
Robert A. Allen
/S/ STUART W. BOOTH
Director
March 14, 2013
Stuart W. Booth
/S/ GARY F. COLTER
Director
March 14, 2013
Gary F. Colter
/S/ ROBERT G. GROSS
Director
March 14, 2013
Robert G. Gross
/S/ L. WILLIAM KRAUSE
Director
March 14, 2013
L. William Krause
/S/ HARVEY L. TEPNER
Director
March 14, 2013
Harvey L. Tepner
/S/ J. MICHAEL WALSH
J. Michael Walsh
Director
March 14, 2013
86
Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Year Ended December 31, 2012
Allowances for:
Trade receivables
Inventory reserves
Year Ended December 31, 2011
Allowances for:
Trade receivables
Inventory reserves
Year Ended December 31, 2010
Allowances for:
Trade receivables
Inventory reserves
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Deductions
Charged to
Other
Accounts
Balance at
End of
Period
$
$
$
$
$
$
9,578
1,029
10,607
8,660
1,144
9,804
9,094
1,159
10,253
$
$
$
$
$
$
1,975
11,517
13,492
1,970
10,461
12,431
1,371
9,893
11,264
$
$
$
$
$
$
(899) $
(11,676)
(12,575) $
(1,470) $
(10,576)
(12,046) $
(2,420) $
(9,940)
(12,360) $
212
—
212
418
—
418
615
32
647
$
$
$
$
$
$
10,866
870
11,736
9,578
1,029
10,607
8,660
1,144
9,804
87
Corporate Directory and Information
Executive Management
Board of Directors
tHomas b. perkIns
President & Chief
randolpH I. tHornton
Chairman of the Board
Executive Officer
Comdisco Holding Company. Inc.,
stacy loretz-congdon
Senior Vice President &
Chief Financial Officer
cHrIstopHer k. Hobson
Senior Vice President,
Marketing
scott e. mcpHerson
Senior Vice President,
Corporate Development
WIllIam g. steIn
Senior Vice President,
US Distribution East
cHrIstopHer l. WalsH
Senior Vice President,
US Distribution West
erIc J. rolHeIser
President,
Canadian Operations
cHrIstopHer m. mIller
Vice President &
Chief Accounting Officer
President & Chief Executive Officer
tHomas b. perkIns
Core-Mark Holding Company, Inc.,
President & Chief Executive Officer
robert a. allen
Core-Mark Holding Company, Inc.,
Retired Chief Executive Officer
stuart W. bootH
Central Garden & Pet Company,
Strategic and Financial Advisor
gary F. colter
CRS Inc.,
President
robert g. gross
Monro Muffler Brake, Inc.,
Executive Chairman
l. WIllIam krause
LWK Ventures,
President
Harvey l. tepner
WL Ross & Company, LLC
Principal
J. mIcHael WalsH
Core-Mark Holding Company, Inc.,
Former President & Chief Executive Officer
Headquarters
Core-Mark Holding Company, Inc.
395 Oyster Point Boulevard, Suite #415
South San Francisco, CA 94080
Independent regIstered publIc
accountIng FIrm
Deloitte & Touche LLP
transFer agent
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
MAC N9173-010
Mendota Heights, MN 55120
1-800-468-9716
annual sHareHolders meetIng
The Annual Meeting will be held on May
24th at 10 a.m. at the Marriott in San
Mateo, located at 1770 South Amphlett
Boulevard in San Mateo, CA 94402
common stock trades
NASDAQ - Global Select under the
symbol CORE
legal counsel
Weil, Gotshal & Manges, LLP
Redwood Shores, CA
Investor relatIons
For further information about Core-Mark
Holding Company, Inc. including addition-
al copies of this report, Form 10-K or other
financial information, please contact:
Ms. Milton Gray Draper
Core-Mark Holding Company, Inc.
395 Oyster Point Boulevard, Suite #415
South San Francisco, CA 94080
650-589-9445
Additional information is available on
www.core-mark.com
395 Oyster Point Blvd., Suite 415
South San Francisco, CA 94080
www.core-mark.com