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Delaware
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20-1489747
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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395 Oyster Point Boulevard, Suite 415
South San Francisco, CA
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94080
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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March 31,
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December 31,
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2011
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2010
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Assets
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Current assets:
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Cash and cash equivalents
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$
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41.2
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$
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16.1
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Restricted cash
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13.5
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12.8
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Accounts receivable, net of allowance for doubtful accounts of $8.8 and $8.7,
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respectively
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179.0
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179.3
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Other receivables, net
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40.4
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43.5
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Inventories, net (Note 2)
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255.0
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290.7
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Deposits and prepayments
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44.8
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42.2
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Deferred income taxes
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4.3
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3.6
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Total current assets
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578.2
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588.2
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Property and equipment, net
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82.8
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84.7
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Goodwill
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4.6
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4.6
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Other non-current assets, net
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34.0
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31.3
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Total assets
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$
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699.6
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$
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708.8
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accounts payable
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$
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75.7
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$
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57.3
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Book overdrafts
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—
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6.5
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Cigarette and tobacco taxes payable
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138.5
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166.8
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Accrued liabilities
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69.7
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66.8
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Deferred income taxes
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0.3
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0.3
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Total current liabilities
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284.2
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297.7
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Long-term debt (Note 4)
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0.7
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0.8
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Other long-term liabilities
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4.5
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4.7
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Claims liabilities, net
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30.9
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30.6
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Pension liabilities
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12.3
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12.3
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Total liabilities
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332.6
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346.1
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Stockholders’ equity:
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Common stock; $0.01 par value (50,000,000 shares authorized, 11,871,827
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and 11,613,525 shares issued; 11,376,465 and 11,118,163 shares
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outstanding at March 31, 2011 and December 31, 2010, respectively)
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0.1
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0.1
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Additional paid-in capital
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232.9
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229.6
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Treasury stock at cost (495,362 shares of common stock at March 31, 2011 and
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December 31, 2010)
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(13.2
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)
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(13.2
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)
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Retained earnings
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147.8
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147.3
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Accumulated other comprehensive loss
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(0.6
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)
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(1.1
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)
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Total stockholders’ equity
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367.0
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362.7
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Total liabilities and stockholders’ equity
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$
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699.6
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$
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708.8
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Three Months Ended
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||||||
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March 31,
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2011
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2010
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Net sales
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$
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1,722.5
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$
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1,582.1
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Cost of goods sold
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1,630.2
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1,494.3
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Gross profit
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92.3
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87.8
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Warehousing and distribution expenses
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53.9
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49.1
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Selling, general and administrative expenses
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36.7
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35.4
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Amortization of intangible assets
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0.5
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0.5
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Total operating expenses
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91.1
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85.0
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Income from operations
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1.2
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2.8
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Interest expense
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(0.6
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)
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(0.6
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Interest income
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0.1
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—
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Foreign currency transaction gains, net
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0.6
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0.2
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Income before income taxes
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1.3
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2.4
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Provision for income taxes (Note 5)
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(0.8
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)
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(1.0
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)
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Net income
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$
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0.5
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$
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1.4
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Basic net income per common share (Note 6)
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$
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0.04
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$
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0.13
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Diluted net income per common share (Note 6)
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$
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0.04
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$
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0.12
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Basic weighted-average shares (Note 6)
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11.3
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10.7
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Diluted weighted-average shares (Note 6)
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11.8
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11.4
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Three Months Ended
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March 31,
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2011
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2010
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Cash flows from operating activities:
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Net income
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$
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0.5
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$
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1.4
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Adjustments to reconcile net income to net cash provided by operating activities:
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LIFO and inventory provisions
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2.7
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1.2
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Amortization of debt issuance costs
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0.1
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0.1
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Stock-based compensation expense
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1.3
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1.4
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Bad debt expense, net
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0.3
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0.2
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Depreciation and amortization
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5.1
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4.7
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Foreign currency transaction gains, net
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(0.6
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)
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(0.2
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)
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Deferred income taxes
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(0.7
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)
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—
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Changes in operating assets and liabilities:
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Accounts receivable
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0.5
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(2.3
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)
|
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Other receivables
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3.2
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4.0
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Inventories
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34.2
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63.9
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Deposits, prepayments and other non-current assets
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(6.6
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)
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8.6
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Accounts payable
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18.1
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13.3
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Cigarette and tobacco taxes payable
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(29.3
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)
|
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(10.2
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)
|
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Pension, claims and other accrued liabilities
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2.3
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(1.2
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)
|
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Net cash provided by operating activities
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31.1
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84.9
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Cash flows from investing activities:
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Restricted cash
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(0.4
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)
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(2.3
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)
|
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Additions to property and equipment, net
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(1.3
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)
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(3.0
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)
|
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Capitalization of software
|
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—
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(0.2
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)
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Net cash used in investing activities
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(1.7
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)
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(5.5
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)
|
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Cash flows from financing activities:
|
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Repayments under revolving credit facility, net
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—
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(19.2
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)
|
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Payments of financing costs
|
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—
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(1.8
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)
|
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Proceeds from exercise of common stock options and warrants
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2.0
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1.8
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|
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Tax withholdings related to net share settlements of restricted stock units
|
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(0.6
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)
|
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(0.5
|
)
|
||
Excess tax deductions associated with stock-based compensation
|
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0.6
|
|
|
0.5
|
|
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Decrease in book overdrafts
|
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(6.5
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)
|
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(19.4
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)
|
||
Net cash used in financing activities
|
|
(4.5
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)
|
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(38.6
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)
|
||
Effects of changes in foreign exchange rates
|
|
0.2
|
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(0.2
|
)
|
||
Increase in cash and cash equivalents
|
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25.1
|
|
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40.6
|
|
||
Cash and cash equivalents, beginning of period
|
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16.1
|
|
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17.7
|
|
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Cash and cash equivalents, end of period
|
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$
|
41.2
|
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$
|
58.3
|
|
Supplemental disclosures:
|
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Cash paid during the period for:
|
|
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|
||||
Income taxes, net of refunds
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Interest
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2011
|
|
2010
|
||||
Net income
|
|
$
|
0.5
|
|
|
$
|
1.4
|
|
Minimum pension liability adjustment
|
|
—
|
|
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(0.2
|
)
|
||
Foreign currency translation adjustment
|
|
0.5
|
|
|
0.6
|
|
||
Total comprehensive income
|
|
$
|
1.0
|
|
|
$
|
1.8
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2011
|
|
2010
|
||||
Amounts borrowed
|
|
$
|
—
|
|
|
$
|
—
|
|
Outstanding letters of credit
|
|
$
|
27.1
|
|
|
$
|
26.2
|
|
Amounts available to borrow
|
|
$
|
163.3
|
|
|
$
|
161.4
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2011
|
|
2010
|
||||||||||||||||||
|
Net Income
|
|
Weighted-Average Shares Outstanding
|
|
Net Income Per Common Share
|
|
Net Income
|
|
Weighted-Average Shares Outstanding
|
|
Net Income Per Common Share
|
||||||||||
Basic EPS
|
$
|
0.5
|
|
|
11.3
|
|
|
$
|
0.04
|
|
|
$
|
1.4
|
|
|
10.7
|
|
|
$
|
0.13
|
|
Effect of dilutive
|
|
|
|
|
|
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|
||||||||||
common share
|
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||||||||||
equivalents:
|
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|
||||||||||
Unvested restricted
|
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|
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|
||||||||||
stock units
|
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0.1
|
|
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—
|
|
|
|
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0.1
|
|
|
—
|
|
||||||
Stock options
|
|
|
0.1
|
|
|
—
|
|
|
|
|
0.2
|
|
|
—
|
|
||||||
Warrants
|
|
|
0.3
|
|
|
—
|
|
|
|
|
0.4
|
|
|
(0.01
|
)
|
||||||
Diluted EPS
|
$
|
0.5
|
|
|
11.8
|
|
|
$
|
0.04
|
|
|
$
|
1.4
|
|
|
11.4
|
|
|
$
|
0.12
|
|
|
|
|
|
December 31, 2010
|
|
Activity during 2011
|
|
March 31, 2011
|
||||||||||||||||||||||||||||||||||||
|
|
|
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Outstanding
|
|
Granted
|
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Exercised
|
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Canceled/Reclass
|
|
Outstanding
|
|
Exercisable
|
||||||||||||||||||||||||||||||
Plans
|
|
Securities
|
|
Number
|
|
Price
|
|
Number
|
|
Price
|
|
Number
|
|
Price
|
|
Number
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Price
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Number
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Price
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Number
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Price
|
||||||||||||||||||
2004 LTIP
|
|
RSUs
|
|
1,221
|
|
|
$
|
0.01
|
|
|
—
|
|
|
$
|
—
|
|
|
(1,032
|
)
|
|
$
|
0.01
|
|
|
—
|
|
|
$
|
—
|
|
|
189
|
|
|
$
|
0.01
|
|
|
189
|
|
|
$
|
0.01
|
|
|
|
Options
|
|
218,255
|
|
|
20.44
|
|
|
—
|
|
|
—
|
|
|
(60,853
|
)
|
|
15.52
|
|
|
—
|
|
|
—
|
|
|
157,402
|
|
|
22.34
|
|
|
156,765
|
|
|
22.35
|
|
||||||
2004 Directors’ Plan
|
|
Options
|
|
30,000
|
|
|
15.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
15.50
|
|
|
30,000
|
|
|
15.50
|
|
||||||
2005 LTIP
|
|
RSUs
|
|
15,772
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
(12,685
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
3,087
|
|
|
0.01
|
|
|
3,053
|
|
|
0.01
|
|
||||||
2005 Directors’ Plan
|
|
Options
|
|
15,000
|
|
|
27.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
27.03
|
|
|
15,000
|
|
|
27.03
|
|
||||||
2007 LTIP
(1)
|
|
RSUs
|
|
217,949
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
(79,908
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
138,041
|
|
|
0.01
|
|
|
25,229
|
|
|
0.01
|
|
||||||
|
|
Options
|
|
308,783
|
|
|
25.28
|
|
|
—
|
|
|
—
|
|
|
(2,764
|
)
|
|
21.36
|
|
|
—
|
|
|
—
|
|
|
306,019
|
|
|
25.31
|
|
|
274,010
|
|
|
26.03
|
|
||||||
|
|
Perf. shares
|
|
32,454
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
(7,407
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
25,047
|
|
|
0.01
|
|
|
7,043
|
|
|
0.01
|
|
||||||
2010 LTIP
(1)
|
|
RSUs
|
|
—
|
|
|
—
|
|
|
137,532
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,532
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Perf. shares
|
|
—
|
|
|
—
|
|
|
28,192
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,192
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
|
|
839,434
|
|
|
|
|
165,724
|
|
|
|
|
(164,649
|
)
|
|
|
|
—
|
|
|
|
|
840,509
|
|
|
|
|
511,289
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2011
|
|
2010
|
||||
PENSION BENEFITS
|
|
|
|
|
||||
Interest cost
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
Expected return on plan assets
|
|
(0.5
|
)
|
|
(0.4
|
)
|
||
Amortization of net actuarial loss
|
|
0.1
|
|
|
—
|
|
||
Net periodic benefit cost
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2011
|
|
2010
|
||||
Net sales:
|
|
|
|
|
||||
United States
|
|
$
|
1,451.6
|
|
|
$
|
1,324.5
|
|
Canada
|
|
269.3
|
|
|
254.4
|
|
||
Corporate adjustments and eliminations
|
|
1.6
|
|
|
3.2
|
|
||
Total
|
|
$
|
1,722.5
|
|
|
$
|
1,582.1
|
|
|
|
|
|
|
||||
Income (loss) before income taxes:
|
|
|
|
|
||||
United States
|
|
$
|
2.4
|
|
|
$
|
1.8
|
|
Canada
|
|
(1.3
|
)
|
|
(0.9
|
)
|
||
Corporate adjustments and eliminations
|
|
0.2
|
|
|
1.5
|
|
||
Total
|
|
$
|
1.3
|
|
|
$
|
2.4
|
|
|
|
|
|
|
||||
Interest expense:
|
|
|
|
|
||||
United States
|
|
$
|
5.0
|
|
|
$
|
5.7
|
|
Canada
|
|
0.3
|
|
|
0.3
|
|
||
Corporate adjustments and eliminations
|
|
(4.7
|
)
|
|
(5.4
|
)
|
||
Total
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
|
||||
United States
|
|
$
|
3.6
|
|
|
$
|
3.3
|
|
Canada
|
|
0.7
|
|
|
0.7
|
|
||
Corporate
|
|
0.8
|
|
|
0.7
|
|
||
Total
|
|
$
|
5.1
|
|
|
$
|
4.7
|
|
|
March 31,
|
|
December 31,
|
||||
|
2011
|
|
2010
|
||||
Identifiable assets:
|
|
|
|
||||
United States
|
$
|
604.9
|
|
|
$
|
590.2
|
|
Canada
|
94.7
|
|
|
118.6
|
|
||
Total
|
$
|
699.6
|
|
|
$
|
708.8
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2011
|
|
2010
|
||||
Product Category
|
|
Net Sales
|
|
Net Sales
|
||||
Cigarettes
|
|
$
|
1,223.0
|
|
|
$
|
1,113.8
|
|
Food
|
|
200.7
|
|
|
181.5
|
|
||
Candy
|
|
103.6
|
|
|
99.3
|
|
||
Other tobacco products
|
|
122.0
|
|
|
110.2
|
|
||
Health, beauty & general
|
|
54.0
|
|
|
50.6
|
|
||
Non-alcoholic beverages
|
|
18.4
|
|
|
25.9
|
|
||
Equipment/other
|
|
0.8
|
|
|
0.8
|
|
||
Total food/non-food products
|
|
$
|
499.5
|
|
|
$
|
468.3
|
|
Total net sales
|
|
$
|
1,722.5
|
|
|
$
|
1,582.1
|
|
•
|
In 2010, as part of our selling strategy of providing “fresh” product to our retailers to meet consumer demand, we grew the number of stores participating in our proprietary “Fresh and Local” program by over 2,000 locations, increasing total participation to approximately 4,100 stores by the end of the year. A main component of the program is to assist independent convenience store retailers in obtaining food service equipment such as open air refrigeration merchandisers which are necessary to properly implement a “fresh” program. Once the equipment solution is in place, we turn our focus to providing fresh product solutions to the convenience retailer, and we also add additional deliveries in order for them to stock the freshest possible product including fresh sandwiches, fresh bakery items, fruits, salads, vegetables and dairy products. We have partnered with local bakeries and commissaries to further enable us to deliver the freshest product possible aligned with geographical preferences. This program was in addition to our other sales and marketing initiatives focused on increasing sales for fresh products. We continue to add breadth to the program by offering new fresh item solutions and we anticipate solid program growth in 2011.
|
•
|
We entered into a five-year contract with BP Products North America in February 2010 to provide all of the ampm® proprietary products to its 1,100 stores nationwide. This agreement expands our existing relationship with BP Products North America from a focus in western states to a national basis. In addition, Core-Mark is now designated as the approved supplier for traditional nonproprietary products, in a move designed to further advance ampm®'s ongoing progress in supply chain efficiencies, marketing program effectiveness and consistency of offerings.
|
•
|
On August 2, 2010, we acquired substantially all of the assets of Finkle Distributors, Inc. ("FDI"), located in Johnstown, New York, for approximately $36 million. FDI was a regional, convenience wholesaler servicing customers in New York, Pennsylvania and the surrounding states with annualized sales of approximately
$350
million. The acquired assets consisted primarily of accounts receivable, inventory and fixed assets. Results of operations have been included in our consolidated financial statements since the date of acquisition. Upon completion of the acquisition, we transitioned warehouse operations to our New England and Pennsylvania divisions. As a result of the acquisition, we expect to bring our industry leading Vendor Consolidation and Fresh initiatives to a larger population of convenience retailers primarily in the Northeast.
|
•
|
On April 5, 2011, we entered into a definitive agreement to acquire Forrest City Grocery Company ("FCGC"), located in Forrest City, Arkansas. FCGC is a regional wholesale distributor servicing customers in Arkansas, Mississippi, Tennessee and the surrounding states with annualized sales of approximately
$540
million and assets of approximately
$43
million, consisting primarily of accounts receivable, inventory and fixed assets. The acquisition was completed on
May 2, 2011
and FCGC thereafter became a subsidiary of Core-Mark. The purchase price for FCGC was approximately
$66
million. The purchase price includes an estimated $23 million of goodwill and other intangibles subject to the valuation of its assets and the final purchase price allocation. The acquisition was funded with a combination of cash on hand and borrowings under our $200 million revolving credit facility. The financial results of FCGC's operations will be included in our consolidated financial statements beginning on the date of acquisition. This acquisition will allow us to increase our infrastructure and market share in the southeastern U.S.
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||
|
2011
|
|
March 31, 2011
|
|
March 31, 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
|
$
|
140.4
|
|
|
$
|
1,722.5
|
|
|
100.0
|
%
|
|
—
|
%
|
|
$
|
1,582.1
|
|
|
100.0
|
%
|
|
—
|
%
|
Net sales — Cigarettes
|
109.2
|
|
|
1,223.0
|
|
|
71.0
|
|
|
64.5
|
|
|
1,113.8
|
|
|
70.4
|
|
|
64.3
|
|
|||
Net sales — Food/non-food
|
31.2
|
|
|
499.5
|
|
|
29.0
|
|
|
35.5
|
|
|
468.3
|
|
|
29.6
|
|
|
35.7
|
|
|||
Net sales, less excise taxes
(2)
|
83.0
|
|
|
1,295.5
|
|
|
75.2
|
|
|
100.0
|
|
|
1,212.5
|
|
|
76.6
|
|
|
100.0
|
|
|||
Gross profit
(3)
|
4.5
|
|
|
92.3
|
|
|
5.4
|
|
|
7.1
|
|
|
87.8
|
|
|
5.5
|
|
|
7.2
|
|
|||
Warehousing and distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
expenses
|
4.8
|
|
|
53.9
|
|
|
3.1
|
|
|
4.2
|
|
|
49.1
|
|
|
3.1
|
|
|
4.0
|
|
|||
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
administrative expenses
|
1.3
|
|
|
36.7
|
|
|
2.1
|
|
|
2.8
|
|
|
35.4
|
|
|
2.2
|
|
|
2.9
|
|
|||
Income from operations
|
(1.6
|
)
|
|
1.2
|
|
|
0.1
|
|
|
0.1
|
|
|
2.8
|
|
|
0.2
|
|
|
0.2
|
|
|||
Interest expense
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
Interest income
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency transaction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
gains, net
|
0.4
|
|
|
0.6
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Income before taxes
|
(1.1
|
)
|
|
1.3
|
|
|
0.1
|
|
|
0.1
|
|
|
2.4
|
|
|
0.2
|
|
|
0.2
|
|
|||
Net income
|
(0.9
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
0.1
|
|
|
0.1
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
|
March 31,
|
|
|
|
|
|||||||||
|
|
2011
|
|
2010
|
|
Increase / (Decrease)
|
|||||||||
Product Category
|
|
Net Sales
|
|
Net Sales
|
|
Dollars
|
|
Percentage
|
|||||||
Food
|
|
$
|
200.7
|
|
|
$
|
181.5
|
|
|
$
|
19.2
|
|
|
10.6
|
%
|
Candy
|
|
103.6
|
|
|
99.3
|
|
|
4.3
|
|
|
4.3
|
%
|
|||
Other tobacco products
|
|
122.0
|
|
|
110.2
|
|
|
11.8
|
|
|
10.7
|
%
|
|||
Health, beauty & general
|
|
54.0
|
|
|
50.6
|
|
|
3.4
|
|
|
6.7
|
%
|
|||
Non-alcoholic beverages
|
|
18.4
|
|
|
25.9
|
|
|
(7.5
|
)
|
|
(29.0
|
)%
|
|||
Equipment/other
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
%
|
|||
Total Food/Non-food Products
|
|
$
|
499.5
|
|
|
$
|
468.3
|
|
|
$
|
31.2
|
|
|
6.7
|
%
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||
|
2011
|
|
March 31, 2011
|
|
March 31, 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
|
$
|
140.4
|
|
|
$
|
1,722.5
|
|
|
100.0
|
%
|
|
—
|
|
|
$
|
1,582.1
|
|
|
100.0
|
%
|
|
—
|
|
Net sales, less excise taxes
(2)
|
83.0
|
|
|
1,295.5
|
|
|
75.2
|
|
|
100.0
|
%
|
|
1,212.5
|
|
|
76.6
|
|
|
100.0
|
%
|
|||
Components of gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cigarette inventory holding profits
|
$
|
0.3
|
|
|
$
|
0.9
|
|
|
0.05
|
%
|
|
0.07
|
%
|
|
$
|
0.6
|
|
|
0.04
|
%
|
|
0.05
|
%
|
LIFO expense
|
1.6
|
|
|
(2.9
|
)
|
|
(0.17
|
)
|
|
(0.23
|
)
|
|
(1.3
|
)
|
|
(0.08
|
)
|
|
(0.11
|
)
|
|||
OTP tax items
(3)
|
0.2
|
|
|
0.8
|
|
|
0.05
|
%
|
|
0.06
|
%
|
|
0.6
|
|
|
0.04
|
|
|
0.05
|
|
|||
Remaining gross profit
(4)
|
5.6
|
|
|
93.5
|
|
|
5.43
|
|
|
7.22
|
|
|
87.9
|
|
|
5.55
|
|
|
7.25
|
|
|||
Gross profit
|
$
|
4.5
|
|
|
$
|
92.3
|
|
|
5.36
|
%
|
|
7.12
|
%
|
|
$
|
87.8
|
|
|
5.55
|
%
|
|
7.24
|
%
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2011
|
|
2010
|
||||
Cigarettes
|
|
|
|
|
||||
Net sales
|
|
$
|
1,223.0
|
|
|
$
|
1,113.8
|
|
Excise taxes in sales
(2)
|
|
$
|
387.4
|
|
|
$
|
334.6
|
|
Net sales, less excise taxes
(3)
|
|
$
|
835.6
|
|
|
$
|
779.2
|
|
LIFO expense
|
|
$
|
1.2
|
|
|
$
|
0.7
|
|
Gross profit
(4)
|
|
$
|
28.5
|
|
|
$
|
27.2
|
|
Gross profit %
|
|
2.33
|
%
|
|
2.44
|
%
|
||
Gross profit % less excise taxes
|
|
3.41
|
%
|
|
3.49
|
%
|
||
Remaining gross profit
(5)
|
|
$
|
28.8
|
|
|
$
|
27.3
|
|
Remaining gross profit %
|
|
2.36
|
%
|
|
2.45
|
%
|
||
Remaining gross profit % less excise taxes
|
|
3.45
|
%
|
|
3.50
|
%
|
||
|
|
|
|
|
||||
Food/Non-food Products
|
|
|
|
|
||||
Net sales
|
|
$
|
499.5
|
|
|
$
|
468.3
|
|
Excise taxes in sales
(2)
|
|
$
|
39.6
|
|
|
$
|
35.0
|
|
Net sales, less excise taxes
(3)
|
|
$
|
459.9
|
|
|
$
|
433.3
|
|
LIFO expense
|
|
$
|
1.7
|
|
|
$
|
0.6
|
|
Gross profit
(6)
|
|
$
|
63.8
|
|
|
$
|
60.6
|
|
Gross profit %
|
|
12.78
|
%
|
|
12.95
|
%
|
||
Gross profit % less excise taxes
|
|
13.87
|
%
|
|
13.99
|
%
|
||
Remaining gross profit
(5)
|
|
$
|
64.7
|
|
|
$
|
60.6
|
|
Remaining gross profit %
|
|
12.95
|
%
|
|
12.94
|
%
|
||
Remaining gross profit % less excise taxes
|
|
14.06
|
%
|
|
13.99
|
%
|
||
|
|
|
|
|
||||
Totals
|
|
|
|
|
||||
Net sales
|
|
$
|
1,722.5
|
|
|
$
|
1,582.1
|
|
Excise taxes in sales
(2)
|
|
$
|
427.0
|
|
|
$
|
369.6
|
|
Net sales, less excise taxes
(3)
|
|
$
|
1,295.5
|
|
|
$
|
1,212.5
|
|
LIFO expense
|
|
$
|
2.9
|
|
|
$
|
1.3
|
|
Gross profit
(4), (6)
|
|
$
|
92.3
|
|
|
$
|
87.8
|
|
Gross profit %
|
|
5.36
|
%
|
|
5.55
|
%
|
||
Gross profit % less excise taxes
|
|
7.12
|
%
|
|
7.24
|
%
|
||
Remaining gross profit
(5)
|
|
$
|
93.5
|
|
|
$
|
87.9
|
|
Remaining gross profit %
|
|
5.43
|
%
|
|
5.55
|
%
|
||
Remaining gross profit % less excise taxes
|
|
7.22
|
%
|
|
7.25
|
%
|
|
March 31, 2011
|
|
December 31, 2010
|
||||
Amounts borrowed
|
$
|
—
|
|
|
$
|
—
|
|
Outstanding letters of credit
|
$
|
27.1
|
|
|
$
|
26.2
|
|
Amounts available to borrow
|
$
|
163.3
|
|
|
$
|
161.4
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
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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).
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3.2
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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).
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10.1
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Fourth Amendment to Credit Agreement, dated as o
f May 5, 2011,
by and among Core-Mark Holding Company, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as agent, and certain Lenders a party thereto.
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
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CORE-MARK HOLDING COMPANY, INC.
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Date: May 9, 2011
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By:
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/
S
/ J. M
ICHAEL
W
ALSH
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Name:
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J. Michael Walsh
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Title:
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President and Chief Executive Officer
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CORE-MARK HOLDING COMPANY, INC.
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Date: May 9, 2011
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By:
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/
S
/ S
TACY
L
ORETZ
-C
ONGDON
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Name:
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Stacy Loretz-Congdon
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Title:
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Chief Financial Officer
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A.
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Borrowers, Administrative Agent and the Lenders have previously entered into that certain Credit Agreement, dated as of October 12, 2005, as amended or otherwise modified prior to the date hereof by that certain First Amendment to Credit Agreement, dated as of December 4, 2007, that certain Second Amendment to Credit Agreement, dated as of March 12, 2008, that certain letter agreement to Credit Agreement, dated January 31, 2009, and that certain Third Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated as of February 2, 2010 (the “
Existing Credit Agreement
”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with its terms, the “
Credit Agreement
”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Existing Credit Agreement.
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B.
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Borrowers have requested that Administrative Agent and the Lenders amend the Existing Credit Agreement and Administrative Agent and the Lenders are willing to amend the Existing Credit Agreement pursuant to the terms and conditions set forth herein.
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C.
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Each Borrower is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Administrative Agent's or any Lender's rights or remedies as set forth in the Existing Credit Agreement and the other Loan Documents are being waived or modified by the terms of this Amendment.
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1.
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Amendments to Existing Credit Agreement
.
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(a)
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The following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical order:
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(b)
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The definition of “Applicable Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(c)
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The definition of “Commitment Fee Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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Level
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Line Usage
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Commitment Fee Rate
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I
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Greater than 30%
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0.375%
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II
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Less than or equal to 30%
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0.5%
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(d)
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The definition of “Maturity Date” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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(e)
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Section 1.04 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
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2.
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Amendment Fees
. The Borrowers shall pay to Administrative Agent for the account of each Lender who executes and delivers this Amendment, a non-refundable amendment fee equal to 0.25% of such Lender's aggregate Commitment, which amendment fees shall be fully earned and due and payable on the date hereof.
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3.
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Conditions Precedent to Effectiveness of this Amendment
. This Amendment and the amendments to the Existing Credit Agreement contained herein shall become effective, and shall become part of the Credit Agreement, on the date (the “
Fourth Amendment Effective Date
”) when each of the following conditions precedent shall have been satisfied in the sole discretion of Administrative Agent or waived by Administrative Agent:
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a.
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Amendment
. Administrative Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties.
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b.
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Representations and Warranties
. The representations and warranties set forth herein and in the Existing Credit Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects, as updated by the schedules attached hereto as
Annex A
.
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c.
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Amendment Fee Letter
. Administrative Agent shall have received an Amendment Fee Letter, in form and substance satisfactory to Administrative Agent, executed by Borrowers (the “
Amendment Fee Letter
”).
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d.
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Payment of Fees
. Administrative Agent shall have received from Borrowers all fees due and payable on or before the effective date of this Amendment, including, without limitation: (i) the amendment fees set forth in Section 2 hereof; and (ii) all fees payable in connection with this Amendment pursuant to the Amendment Fee Letter.
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e.
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Other Required Documentation
. Administrative Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Administrative Agent.
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4.
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Representations and Warranties
.
Each Borrower represents and warrants as follows:
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a.
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Authority
. Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery, and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene (i) any law or (ii) any contractual restriction binding on such Borrower, except for contraventions of contractual restrictions which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No other corporate proceedings are necessary to consummate such transactions.
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b.
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Enforceability
. This Amendment has been duly executed and delivered by each Borrower. This Amendment and each Loan Document (as amended or modified hereby) (i) is the legal, valid, and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (ii) is in full force and effect.
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c.
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Representations and Warranties
. The representations and warranties contained in each Loan Document (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct in all material respects on and as of the
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d.
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No Default
. No event has occurred and is continuing that constitutes a Default or Event of Default.
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5.
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Choice of Law
. The validity of this Amendment, the construction, interpretation and enforcement hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance wit the laws of the State of New York.
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6.
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Counterparts
. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of the Amendment.
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7.
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Reference to and Effect on the Loan Documents
.
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a.
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Upon and after the Fourth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.
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b.
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Except as specifically amended in Section 1 of this Amendment, the Existing Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified, and confirmed and shall constitute the legal, valid, binding, and enforceable obligations of Borrowers to Administrative Agent and the Lenders without defense, offset, claim, or contribution.
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c.
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The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Administrative Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
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8.
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Ratification
. Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement, as amended hereby, and the Loan Documents effective as of the date hereof.
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9.
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Estoppel
. To induce Administrative Agent and Lenders to enter into this Amendment and to induce Administrative Agent and the Lenders to continue to make advances to Borrowers under the Credit Agreement, each Borrower hereby acknowledges and agrees that, after giving effect to this Amendment, as of the date hereof, there exists no Default or Event of Default and no right of offset, defense, counterclaim, or objection in favor of any Borrower as against Administrative Agent or any Lender with respect to the Obligations.
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10.
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Integration
. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject mater hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.
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11.
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Severability
. In case any provision in this Amendment shall be invalid, illegal, or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality , and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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12.
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Submission of Amendment
. The submission of this Amendment to the parties or their agents or
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ Greg Antholzner
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Name:
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Greg Antholzner
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Title:
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VP Finance & Treasurer
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By:
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/S/ James Gurgone
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Name:
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James Gurgone
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Title:
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Senior Vice President
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By:
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/S/ John P. Freeman
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Name:
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John P. Freeman
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Title:
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Senior Vice President
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By:
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/S/ Gregory A. Jones
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Name:
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Gregory A. Jones
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Title:
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Senior Vice President
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By:
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/S/ Medina Sales de Andrade
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Name:
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Medina Sales de Andrade
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Title:
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Vice President
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By:
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/S/ Thomas Forbath
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Name:
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Thomas Forbath
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Title:
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Vice President
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By:
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/S/ Sean M. Noonan
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Name:
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Sean M. Noonan
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Title:
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Vice President, Relationship Manager
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By:
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/S/ Greg Stewart
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Name:
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Greg Stewart
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Title:
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Vice President
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By:
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/S/ Anne Collins
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Name:
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Anne Collins
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Title:
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Vice President
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By:
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/S/ J. Mathews
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Name:
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J. Mathews
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Title:
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Director
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By:
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/S/ Craig Thistlethwaite
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Name:
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Craig Thistlethwaite
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Title:
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Director
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By:
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/S/ Sean Gallaway
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Name:
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Sean Gallaway
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Title:
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Vice President
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Date: May 9, 2011
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By:
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/s/ J. M
ICHAEL
W
ALSH
|
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J. Michael Walsh
|
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President and Chief Executive Officer
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Date: May 9, 2011
|
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By:
|
/s/ S
TACY
L
ORETZ
-C
ONGDON
|
|
|
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|
|
Stacy Loretz-Congdon
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Chief Financial Officer
|
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|
|
Date: May 9, 2011
|
|
By:
|
/s/ J. M
ICHAEL
W
ALSH
|
|
|
|
|
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J. Michael Walsh
|
|
|
|
|
President and Chief Executive Officer
|
|
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|
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Date: May 9, 2011
|
|
By:
|
/s/ S
TACY
L
ORETZ
-C
ONGDON
|
|
|
|
|
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Stacy Loretz-Congdon
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|
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Chief Financial Officer
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