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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission File Number: 000-51515
https://cdn.kscope.io/db932e5b8fd17baaf9aa77c21a1aab60-core-20200930_g1.jpg
Core-Mark Holding Company, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware20-1489747
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
1500 Solana Boulevard, Suite 340076262
Westlake,Texas
(Address of principal executive offices)(Zip Code)
(940) 293-8600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareCORENASDAQ Global Select Market
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
     Yes      No  
As of November 2, 2020, 44,921,547 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.



FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2020
TABLE OF CONTENTS
Page
 
 
 
 

i

Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS

CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
(Unaudited)
September 30,December 31,
20202019
Assets
Current assets:
Cash and cash equivalents$11.7 $14.1 
Accounts receivable, net of allowance for credit losses of $15.2 and $14.5 as of September 30, 2020 and December 31, 2019, respectively
387.3 402.9 
Other receivables, net110.1 96.2 
Inventories, net (Note 3)832.2 670.9 
Deposits and prepayments86.4 116.0 
Total current assets1,427.7 1,300.1 
Property and equipment, net269.1 249.9 
Operating lease right-of-use assets174.7 199.8 
Goodwill72.8 72.8 
Other intangible assets, net42.4 47.2 
Other non-current assets, net25.3 28.6 
Total assets$2,012.0 $1,898.4 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$242.7 $192.2 
Book overdrafts43.3 23.9 
Cigarette and tobacco taxes payable225.2 280.1 
Operating lease liabilities33.3 39.5 
Accrued liabilities176.6 151.0 
Total current liabilities721.1 686.7 
Long-term debt (Note 4)444.7 382.1 
Deferred income taxes22.9 22.6 
Long-term operating lease liabilities151.4 173.4 
Other long-term liabilities15.9 5.6 
Claims liabilities37.4 36.1 
Total liabilities1,393.4 1,306.5 
Contingencies (Note 5)
Stockholders’ equity:
Common stock, $0.01 par value (150,000,000 shares authorized; 52,916,459 and 52,702,551 shares issued; 45,092,286 and 45,113,722 shares outstanding at September 30, 2020 and December 31, 2019, respectively)
0.5 0.5 
Additional paid-in capital294.8 290.6 
Treasury stock at cost (7,824,173 and 7,588,829 shares of common stock at September 30, 2020 and December 31, 2019, respectively)
(118.0)(112.6)
Retained earnings446.6 418.5 
Accumulated other comprehensive loss(5.3)(5.1)
Total stockholders’ equity618.6 591.9 
Total liabilities and stockholders’ equity$2,012.0 $1,898.4 
______________________________________________
See accompanying notes to condensed consolidated financial statements.

1

Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
Net sales$4,502.6 $4,422.6 $12,705.8 $12,515.7 
Cost of goods sold4,267.6 4,176.0 12,039.3 11,822.0 
Gross profit235.0 246.6 666.5 693.7 
Warehousing and distribution expenses140.4 148.6 408.3 426.0 
Selling, general and administrative expenses57.3 61.8 181.0 192.3 
Amortization of intangible assets2.5 2.3 7.2 7.7 
Total operating expenses200.2 212.7 596.5 626.0 
Income from operations34.8 33.9 70.0 67.7 
Interest expense, net(2.1)(4.2)(8.4)(10.8)
Foreign currency transaction (losses) gains, net(0.5)0.9 (0.7)(0.3)
Income before income taxes32.2 30.6 60.9 56.6 
Provision for income taxes(9.2)(8.1)(16.7)(15.1)
Net income$23.0 $22.5 $44.2 $41.5 
Basic earnings per share (Note 6)$0.51 $0.49 $0.98 $0.91 
Diluted earnings per share (Note 6)$0.51 $0.49 $0.98 $0.90 
Basic weighted-average shares (Note 6)45.1 45.8 45.1 45.8 
Diluted weighted-average shares (Note 6)45.4 46.1 45.3 46.1 
______________________________________________
See accompanying notes to condensed consolidated financial statements.

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Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
Net income $23.0 $22.5 $44.2 $41.5 
Foreign currency translation gains (losses), net1.2 (1.5)(0.2)1.5 
Comprehensive income$24.2 $21.0 $44.0 $43.0 
______________________________________________
See accompanying notes to condensed consolidated financial statements.

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Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share amounts)
(Unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
Total stockholders’ equity, beginning balances$597.0 $580.8 $591.9 $567.0 
Common stock:
Beginning and ending balances$0.5 $0.5 $0.5 $0.5 
Additional paid-in capital:
Beginning balances$292.3 $285.3 $290.6 $283.3 
Common stock issued, net of shares withheld for employee taxes(0.1)(0.1)(2.5)(2.2)
Stock-based compensation expense2.6 3.1 6.7 7.2 
Ending balances$294.8 $288.3 $294.8 $288.3 
Treasury stock:
Beginning balances$(118.0)$(90.6)$(112.6)$(90.6)
Repurchase of common stock (8.1)(5.4)(8.1)
Ending balances$(118.0)$(98.7)$(118.0)$(98.7)
Retained earnings:
Beginning balances$428.7 $390.4 $418.5 $381.6 
Net income23.0 22.5 44.2 41.5 
Dividends declared(5.1)(5.1)(16.1)(15.3)
Ending balances$446.6 $407.8 $446.6 $407.8 
Accumulated other comprehensive loss:
Beginning balances$(6.5)$(4.8)$(5.1)$(7.8)
Other comprehensive gains (losses)1.2 (1.5)(0.2)1.5 
Ending balances$(5.3)$(6.3)$(5.3)$(6.3)
Total stockholders’ equity, ending balances$618.6 $591.6 $618.6 $591.6 
Common stock shares:
Beginning share balance52.9 52.7 52.7 52.5 
Common stock issued, net of shares withheld for employee taxes  0.2 0.2 
Ending share balance52.9 52.7 52.9 52.7 
Treasury stock shares:
Beginning share balance(7.8)(6.8)(7.6)(6.8)
Repurchase of common stock (0.3)(0.2)(0.3)
Ending share balance(7.8)(7.1)(7.8)(7.1)
Total shares outstanding45.1 45.6 45.1 45.6 
Dividends declared per share$0.12 $0.11 $0.36 $0.33 
______________________________________________
See accompanying notes to condensed consolidated financial statements.
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Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended
September 30,
20202019
Cash flows from operating activities:
Net income$44.2 $41.5 
Adjustments to reconcile net income to net cash used in operating activities:
LIFO and inventory provisions21.6 21.4 
Amortization of debt issuance costs0.6 0.6 
Stock-based compensation expense6.7 7.2 
Credit loss expense, net5.7 5.4 
Impairment charge and other0.3  
Loss on disposals0.1 0.1 
Depreciation and amortization48.9 45.8 
Foreign currency losses, net0.7 0.3 
Deferred income taxes0.3 0.5 
Changes in operating assets and liabilities:
Accounts receivable, net9.1 (29.9)
Other receivables, net(14.1)(21.6)
Inventories, net(185.4)(199.5)
Deposits, prepayments and other non-current assets23.3 (22.9)
Accounts payable51.2 74.2 
Cigarette and tobacco taxes payable(53.6)(61.3)
Claims, accrued and other long-term liabilities32.7 27.1 
Net cash used in operating activities(7.7)(111.1)
Cash flows from investing activities:
Acquisition of business (2.5)
Additions to property and equipment, net(17.9)(15.3)
Capitalization of software and related development costs(2.7)(3.3)
Proceeds from sale of property and equipment, net 0.2 
Proceeds from sale of other non-current assets1.1  
Net cash used in investing activities(19.5)(20.9)
Cash flows from financing activities:
Borrowings under the Credit Facility1,424.5 1,334.6 
Repayments under the Credit Facility(1,386.3)(1,166.6)
Payments on finance leases(8.9)(3.6)
Dividends paid(16.5)(15.2)
Repurchases of common stock(5.4)(8.1)
Tax withholdings related to net share settlements of restricted stock units(2.5)(2.2)
    Increase (decrease) in book overdrafts19.4 (7.7)
Net cash provided by financing activities24.3 131.2 
Effects of changes in foreign exchange rates0.5 (0.5)
Change in cash and cash equivalents (2.4)(1.3)
Cash and cash equivalents, beginning of period14.1 27.3 
Cash and cash equivalents, end of period$11.7 $26.0 
Supplemental disclosures:
   Cash (paid) received during the period for:
Income taxes, net$(22.3)$(13.6)
Interest$(8.2)$(9.1)
Operating lease liabilities arising from obtaining new right-of-use assets$5.2 $7.0 
Finance lease liabilities arising from obtaining new right-of-use assets$36.9 $29.3 
Non-cash transactions between other non-current assets and other long-term liabilities$ $4.7 
______________________________________________
See accompanying notes to condensed consolidated financial statements.
5

Table of Contents
CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.    Summary of Company Information and Basis of Presentation
Business
Core-Mark Holding Company, Inc., and its subsidiaries (collectively referred to herein as the “Company” or “Core-Mark”), are one of the largest marketers of fresh, food and broad-line supply solutions to the convenience retail industry in North America. The Company offers a full range of products, marketing programs and technology solutions to approximately 41,000 customer locations in the United States (“U.S.”) and Canada. The Company’s customers include traditional convenience stores, drug stores, mass merchants, grocery stores, liquor stores and other specialty and small format stores that carry convenience products. The Company’s product offering includes cigarettes, other tobacco products (“OTP”), alternative nicotine products, candy, snacks, fast food, groceries, fresh products, dairy, bread, beverages, general merchandise and health and beauty care products. The Company operates a network of thirty-two distribution centers in the U.S. and Canada (excluding two distribution facilities it operates as a third-party logistics provider). Twenty-seven distribution centers are located in the U.S. and five are located in Canada.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated balance sheet as of September 30, 2020, the unaudited condensed consolidated statements of operations and comprehensive income, the unaudited condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2020 and 2019, and the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019, have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain footnotes and other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2019 has been derived from the Company’s audited financial statements, which are included in its 2019 Annual Report on Form 10-K, filed with the SEC on March 2, 2020.
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.
The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements in its Annual Report on Form 10-K, for the year ended December 31, 2019.
The unaudited condensed consolidated interim financial statements include all adjustments necessary for the fair presentation of the Company’s consolidated results of operations, financial position, comprehensive income, changes in stockholders’ equity and cash flows.  Results for the interim periods are not necessarily indicative of results to be expected for the full year or any other future periods.
2.    Summary of Significant Accounting Policies
Adoption of Accounting Pronouncements
On June 16, 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The Company adopted this pronouncement on a modified retrospective basis effective January 1, 2020. The new guidance replaces the incurred loss impairment approach with a methodology that incorporates all expected credit loss estimates, resulting in more timely recognition of losses. The adoption of ASU 2016-13 and all subsequent amendments did not have a material impact on the Company’s consolidated financial statements.
On January 26, 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”).  The Company adopted this pronouncement on a prospective basis effective January 1, 2020. The new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.  ASU 2017-04 requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill.  Accordingly, the Company has amended its methodology for determining any goodwill impairment calculations. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements.

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Recent Accounting Standards or Updates Not Yet Effective
On August 28, 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans -General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The new guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for defined benefit pension and other post-retirement benefit plans. ASU 2018-14 requires retrospective application and is effective for annual periods beginning after December 15, 2020, with early adoption permitted. The Company has determined that ASU 2018-14 will not have a material impact on its consolidated financial statements.
On December 18, 2019 the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance enhances and simplifies various aspects of the income tax accounting guidance, including requirements pertaining to hybrid tax regimes, ownership changes in investments, and interim-period accounting for enacted changes in tax law. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, with early adoption permitted. The Company has determined that ASU 2019-12 will not have a material impact on its consolidated financial statements.
Concentration of Credit Risks
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments, accounts receivable and other receivables. The Company places its cash and cash equivalents in short-term instruments with high-quality financial institutions and limits the amount of credit exposure in any one financial instrument.
A credit review is completed for new customers and ongoing credit evaluations of each customer’s financial condition are performed periodically, with an allowance recognized for expected credit losses. Credit limits given to customers are based on a risk assessment of their ability to pay and other factors. Accounts receivable are typically not collateralized, but the Company may require prepayments or other guarantees whenever deemed necessary.
Murphy U.S.A., the Company’s largest customer, accounted for approximately 13% and 14% of the Company’s net sales for the three and nine months ended September 30, 2020, respectively, and approximately 13% of the Company’s net sales for the three and nine months ended September 30, 2019. No other customer individually accounted for more than 10% of sales for these periods. No single customer individually accounted for 10% or more of the Company’s accounts receivable as of September 30, 2020 or December 31, 2019.
3.    Inventories, Net
Inventories consist of the following (in millions):
September 30,
2020
December 31,
2019
Inventories at FIFO, net of reserves$1,058.4 $875.6 
Less: LIFO reserve(226.2)(204.7)
Total inventories, net of reserves$832.2 $670.9 
Cost of goods sold reflects the application of the last-in, first-out (“LIFO”) method of valuing inventories in the U.S. based upon estimated annual producer price indexes. Inventories in Canada are valued on a first-in, first-out (“FIFO”) basis, as LIFO is not a permitted inventory valuation method in Canada. During periods of rising prices, the LIFO method of costing inventories generally results in higher current costs being charged against income while lower costs are retained in inventories. Conversely, during periods of decreasing prices, the LIFO method of costing inventories generally results in lower current costs being charged against income and higher stated inventories. If the FIFO method had been used for valuing inventories in the U.S., inventories would have been approximately $226.2 million and $204.7 million higher as of September 30, 2020 and December 31, 2019, respectively. The Company recorded LIFO expense of $5.4 million and $7.3 million for the three months ended September 30, 2020 and 2019, respectively, and $21.5 million and $21.7 million for the nine months ended September 30, 2020 and 2019, respectively.
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4.    Long-Term Debt
Long-term debt consists of the following (in millions):
 September 30,
2020
December 31,
2019
Amounts borrowed (Credit Facility)$363.0 $324.8 
Obligations under finance leases81.7 57.3 
Total long-term debt$444.7 $382.1 
The Company has a revolving credit facility (the “Credit Facility”) with a capacity of $750.0 million as of September 30, 2020, limited by a borrowing base consisting of eligible accounts receivables and inventories. The Credit Facility expires in March 2022 and has an expansion feature which permits an increase of $200.0 million, subject to borrowing base requirements. All obligations under the Credit Facility are secured by first-priority liens on substantially all of the Company’s present and future assets. The terms of the Credit Facility permit prepayment without penalty at any time (subject to customary breakage costs with respect to London Interbank Offered Rate (“LIBOR”) or Canadian Dollar Offered Rate (“CDOR”) based loans prepaid prior to the end of an interest period).
Amounts related to the Credit Facility are as follows (in millions, except interest rate data):
 September 30,
2020
December 31,
2019
Amounts borrowed, net$363.0 $324.8 
Outstanding letters of credit19.4 16.7 
Amounts available to borrow(1)
352.1 341.7 
Unamortized debt issuance costs1.1 1.7 
___________________________________________
(1)    Subject to borrowing base limitations, and excluding expansion feature of $200.0 million.
Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
Average borrowings$163.4 $371.1 $284.2 $295.0 
Range of borrowings
69.0 - 401.0
252.8 - 489.0
69.0 - 499.3
141.7 - 489.0
Unused Credit Facility and letter of credit participation fees(1)
0.4 0.3 1.0 0.9 
Amortization of debt issuance costs(1)
0.2 0.2 0.6 0.6 
Weighted-average interest rate(2)
1.4 %3.5 %1.9 %3.6 %
___________________________________________
(1)    Included in interest expense, net.
(2)    Calculated based on the daily cost of borrowing, reflecting a blend of prime and LIBOR rates.
5.    Contingencies
Litigation
The Company is subject to certain legal proceedings, claims, investigations and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is 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. In the opinion of management, the outcome of pending litigation is not expected to have a material effect on the Company’s results of operations, financial condition or liquidity.
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On October 2, 2019, the United States Judicial Panel on Multidistrict Litigation transferred and consolidated all then-pending personal injury cases against Juul Labs, Inc. (“JLI”) involving the distribution and sale of JUUL products to the Northern District of California (the “JUUL MDL”). Subsequently, on March 11, 2020, the plaintiffs in the JUUL MDL filed a Personal Injury Consolidated Master Complaint against JLI, Philip Morris and various Altria Group entities, JLI co-founders, early JLI investors and board members, certain e-liquid manufacturers, and numerous distributors and retailers of JUUL products, including Core Mark. Consequently, Core-Mark has been added as a defendant in a number of these personal injury suits. The JLI MDL litigation is currently in an early stage, and the personal injury plaintiffs have not made a monetary demand to the defendants. Core-Mark believes that it is entitled to contractual, statutory and/or common law indemnification from JLI for any liability that could result from the JUUL MDL. Core-Mark and JLI are in discussions regarding these indemnification rights.
6.    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):
Three Months EndedNine Months Ended
 September 30,September 30,
2020201920202019
Earnings
Net income$23.0 $22.5 $44.2 $41.5 
Shares
Weighted-average common shares outstanding
(basic shares)
45.1 45.8 45.1 45.8 
Adjustment for assumed dilution:
Restricted stock units0.2 0.2 0.1 0.2 
Performance shares0.1 0.1 0.1 0.1 
Weighted-average shares assuming dilution
(diluted shares)
45.4 46.1 45.3 46.1 
Earnings per share
Basic(1)
$0.51 $0.49 $0.98 $0.91 
Diluted(1)
$0.51 $0.49 $0.98 $0.90 
___________________________________________
(1)    Basic and diluted earnings per share are calculated based on unrounded actual amounts.
The number of common shares that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive were 10,279 and 263,983 for the three and nine months ended September 30, 2020, respectively, and 10,279 and 205,748, for the same periods in 2019, respectively.
7.    Stock-Based Compensation Plans
2019 Long-Term Incentive Plan
On May 21, 2019, the Company’s stockholders approved the 2019 Long-Term Incentive Plan (“2019 LTIP”) which, among other things, replaces the Company’s 2010 Long-Term Incentive Plan (as amended, the “2010 LTIP”) and reserves for awards an aggregate of up to 4,236,959 shares. As of September 30, 2020, the total number of shares available for issuance under the 2019 LTIP was 3,136,192. The 2019 LTIP allows the Company to grant, among other things, time-vesting and performance-based restricted stock unit awards. Awards may be made under the 2019 LTIP through May 21, 2029.
Grant Activities
During the nine months ended September 30, 2020 and 2019, the Company granted 280,325 and 230,235, respectively, of time-vesting restricted stock units to certain of its employees and non-employee directors at a weighted-average grant date fair value of $25.38 and $29.67, respectively.
During the nine months ended September 30, 2020, the Company granted 154,363 performance-based restricted stock units to certain of its employees at a weighted-average grant date fair value of $25.48. The 154,363 performance-based restricted stock units represent the maximum number that can be earned. The number of performance-based restricted stock
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units that employees ultimately earn will be based on the Company’s achievement of certain specified performance targets for the full year of 2020. During the nine months ended September 30, 2019, the Company granted 154,511 performance-based restricted stock units to certain of its employees at a weighted-average grant date fair value of $29.90, all of which were ultimately earned, based upon 2019 performance criteria achieved.
Stock-Based Compensation Cost
Total stock-based compensation cost included in selling, general and administrative expenses was $2.6 million and $3.1 million for the three months ended September 30, 2020 and 2019, respectively. During the nine months ended September 30, 2020 and 2019, the Company recognized stock-based compensation cost of $6.7 million and $7.2 million, respectively. Total unrecognized stock-based compensation cost related to unvested share-based compensation arrangements was $14.1 million at September 30, 2020, which is expected to be recognized over a weighted-average period of 1.6 years. Total unrecognized stock-based compensation cost is adjusted for any unearned or estimated not to be earned performance-based restricted stock units or forfeited shares.
8.    Stockholders’ Equity
Dividends
The Board of Directors approved the following cash dividends in 2020 (in millions, except per share data):
Declaration DateDividend Per ShareRecord DateCash Payment AmountPayment Date
February 24, 2020$0.12March 16, 2020$5.5March 27, 2020
May 7, 2020$0.12May 22, 2020$5.4June 19, 2020
August 6, 2020$0.12August 21, 2020$5.4September 18, 2020
November 5, 2020$0.13November 20, 2020
N/A(1)
December 18, 2020
___________________________________________
(1)    Amount will be determined based on common stock outstanding as of the record date.
Repurchase of Common Stock
On February 24, 2020, the Company’s Board of Directors authorized a $60.0 million stock repurchase program (the “Program”), replacing the Company’s prior stock repurchase program. At the time of approval, the Company had funds totaling $0.4 million remaining under the prior stock repurchase program, which were subsequently retired unused. The timing, price and volume of purchases under the Program are based on market conditions, cash and liquidity requirements, relevant securities laws and other factors. The Program may be discontinued or amended at any time. The Program has no expiration date and terminates when the amount authorized has been expended or the Board of Directors withdraws its authorization.
On April 14, 2020, the Company announced that spending under the Program would be temporarily postponed due to the volatility related to the novel coronavirus pandemic (“COVID-19”). During the three months ended September 30, 2020, no shares of common stock were purchased under the Program. During the nine months ended September 30, 2020, the Company spent $5.4 million to repurchase 235,344 shares of common stock under the Program. During the three and nine months ended September 30, 2019, 250,925 shares of common stock were repurchased under the prior stock repurchase program. As of September 30, 2020, there was $54.6 million available for future share repurchases under the Program.
9.    Segment and Geographic Information
The Company identifies its operating segments based primarily on the way the Chief Operating Decision Maker (“CODM”) evaluates performance and makes decisions. The Chief Executive Officer of the Company has been identified as the CODM. From the perspective of the CODM, the Company is engaged primarily in the business of distributing packaged consumer products to convenience retail stores in the U.S. and Canada (collectively “North America”), each of which consists of customers that have similar characteristics. Therefore, the Company has determined that it has two operating segments, U.S. and Canada, which aggregate to one reportable segment. Additionally, the Company presents its segment reporting information based on business operations for each of the two geographic areas in which it operates and also by major product category.
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Information about the Company’s business operations based on geographic areas is as follows (in millions):
Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
Net sales:
United States$4,059.1 $3,999.3 $11,498.7 $11,348.2 
Canada431.6 415.7 1,174.6 1,132.4 
Corporate(1)
11.9 7.6 32.5 35.1 
Total$4,502.6 $4,422.6 $12,705.8 $12,515.7 
 Income before income taxes:
United States$42.9 $33.5 $78.2 $74.1 
Canada5.0 3.8 9.2 7.7 
Corporate(2)
(15.7)(6.7)(26.5)(25.2)
Total$32.2 $30.6 $60.9 $56.6 
Interest expense, net:(3)
United States$14.1 $15.6 $44.0 $41.4 
Canada0.1 0.2 0.4 1.0 
Corporate(4)
(12.1)(11.6)(36.0)(31.6)
Total$2.1 $4.2 $8.4 $10.8 
Depreciation and amortization:
United States$12.1 $10.6 $33.9 $32.0 
Canada0.9 0.7 2.5 1.9 
Corporate(5)
3.5 3.6 12.5 11.9 
Total$16.5 $14.9 $48.9 $45.8 
Capital expenditures:
United States$7.9 $5.4 $16.1 $13.9 
Canada0.2 0.7 1.8 1.4 
Total$8.1 $6.1 $17.9 $15.3 
___________________________________________
(1)    Consists primarily of external sales made by the Company’s consolidating warehouses, management service fee revenue, allowance for sales returns and certain other sales adjustments.
(2)    Consists primarily of expenses and other income, such as corporate incentives and salaries, LIFO expense, health care costs, insurance and workers’ compensation adjustments, elimination of overhead allocations and foreign exchange gains or losses.
(3)    Includes $0.1 million and $0.2 million of interest income for the three and nine months ended September 30, 2020, respectively. Includes $0.1 million and $0.3 million of interest income for the three and nine months ended September 30, 2019, respectively.
(4)    Consists primarily of intercompany eliminations for interest.
(5)    Consists primarily of depreciation for the consolidation centers and amortization of intangible assets.
Identifiable assets by geographic area are as follows (in millions):
September 30,
2020
December 31,
2019
Identifiable assets:
United States$1,870.2 $1,741.4 
Canada141.8 157.0 
Total$2,012.0 $1,898.4 
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The net sales mix for the Company’s primary product categories is as follows (in millions):
Three Months EndedNine Months Ended
September 30,September 30,
Product Category2020201920202019
Cigarettes$3,000.2 $2,880.0 $8,475.5 $8,181.5 
Food424.3 476.8 1,186.8 1,314.6 
Fresh139.4 135.8 381.8 376.1 
Candy259.1 269.7 759.3 782.8 
OTP403.6 370.4 1,154.5 1,068.9 
Health, beauty & general212.5 226.0 594.8 630.3 
Beverages64.1 63.9 153.2 160.2 
Equipment/other(0.6) (0.1)1.3 
Total food/non-food products1,502.4 1,542.6 4,230.3 4,334.2 
     Total net sales$4,502.6 $4,422.6 $12,705.8 $12,515.7 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read together with the unaudited condensed consolidated interim financial statements, including the related notes, and the other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.
FORWARD-LOOKING STATEMENTS
Statements in this Quarterly Report on Form 10-Q that are not statements of historical fact are forward-looking statements made pursuant to the safe-harbor provisions of the Securities 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-Q and are based on our current intent, beliefs, plans and expectations. They involve risks and uncertainties that could cause actual future results, performance or developments to differ materially from historical results or those described in or implied by such forward-looking statements.

Factors that might cause or contribute to such differences include, but are not limited to, the extent and duration of the disruption to business activities caused by the global health crisis associated with the novel coronavirus pandemic (“COVID-19”) outbreak, including the effects on vehicle miles driven, on the financial health of our business partners, on supply chains, and on financial and capital markets; declining cigarette sales volumes; our dependence on the convenience retail industry for our revenues; our dependence on qualified labor, senior management and other key personnel; competition in our distribution markets, including product, service and pricing pressures related to COVID-19; risks and costs associated with efforts to grow our business through acquisitions; the dependence of some of our distribution centers on a few relatively large customers; manufacturers or retail customers adopting direct distribution channels; fuel and other transportation costs; failure, disruptions or security breaches of our information technology systems; the low-margin nature of cigarette and consumable goods distribution; our reliance on manufacturer discount and incentive programs and cigarette excise stamping allowances; our dependence on relatively few suppliers and our ability to maintain favorable supplier arrangements; disruptions in suppliers’ operations, including the impact of COVID-19 on our suppliers as well as supply chain, including potential problems with inventory availability and the potential result of higher cost of product and freight due to high demand of products and low supply for an unpredictable period of time; product liability and counterfeit product claims and manufacturer recalls of products, including ongoing litigation related to Juul products; our ability to achieve the expected benefits of implementation of marketing initiatives; failing to maintain our brand and reputation; unexpected outcomes in legal proceedings; attempts by unions to organize our employees; increasing expenses related to employee health benefits; changes to minimum wage laws; failure to comply with governmental regulations or substantial changes to governmental regulations, including increased regulation of electronic cigarette and other alternative nicotine products; risks related to changes to our workforce, including reductions to hours, headcount and benefits as a result of COVID-19; earthquake and natural disaster damage; increases in the number or severity of insurance and claims expenses; legislation, regulations and other matters negatively affecting the cigarette, tobacco and alternative nicotine industry; increases in excise taxes or reduction in credit terms by taxing jurisdictions; potential liabilities associated with sales of cigarettes and other tobacco products (“OTP”); changes to federal, state or provincial income tax legislation; reduction in the payment of dividends; currency exchange rate fluctuations; our ability to borrow additional capital; restrictive covenants in our Credit Facility; and changes to accounting rules or regulations. For a more detailed discussion of such factors, please refer to Part II, Item 1A, “Risk Factors” of any quarterly report on Form 10-Q and to Part I, Item 1A of our Annual Report on Form 10-K, for the year ended December 31, 2019 filed with the SEC on March 2, 2020. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Our Business
Core-Mark is one of the largest marketers of fresh, food 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 approximately 41,000 customer locations in the U.S. and Canada. Our customers include traditional convenience stores, drug stores, mass merchants, grocery stores, liquor stores and other specialty and small format stores that carry convenience products. Our product offering includes cigarettes, OTP, alternative nicotine products, candy, snacks, food, including fresh products, groceries, dairy, bread, beverages, general merchandise and health and beauty care products. As of September 30, 2020, we operated a network of thirty-two distribution centers in the U.S. and Canada (excluding two distribution facilities we operate as a third-party logistics provider).
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Business Strategy Overview
Core-Mark’s mission is to be the most valued marketer of fresh, food and broad-line supply solutions to the convenience retail industry. Consistent with this mission, our strategic framework is centered around three key initiatives: growing sales and margins faster than the industry, providing industry-leading category management solutions and leveraging our cost structure. The convenience wholesale and retail landscape remains highly fragmented, supporting significant opportunities for both organic growth and growth through strategic acquisitions. Core-Mark is one of the largest wholesale distributors to the convenience retail industry in North America, one of two national convenience distributors in the U.S. and the largest in Canada, and represents an estimated 7% market share of the in-store sales of convenience stores in North America.
Our growth initiatives include elevating same store sales, gaining share of the more than 180,000 North American convenience stores and being opportunistic with acquisition opportunities. Our focus on providing industry-leading category management solutions to our customers positions us to partner with retailers to help increase their sales and profits. We offer a wide array of marketing programs, innovative product alternatives, data aggregation and loyalty solutions to name a few key elements we provide customers in pursuit of category management excellence. The final major component of our strategic framework is focused on leveraging costs. Core-Mark is actively engaged in efforts to increase the leverage of our operating cost structure through a range of initiatives, including technology investments, centralizing transactional processes and employee engagement aimed at increasing productivity.
We believe consistent execution on the aforementioned strategic priorities will position Core-Mark as the leader in convenience retail distribution and provides a strong pathway to achieve sustainable shareholder returns.

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Critical Accounting Policies and Estimates
In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our condensed consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.
Due to the COVID-19 pandemic, there has been increased uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of November 5, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
For further information about our critical accounting policies and estimates, see the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 2, 2020.
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Third Quarter Overview and COVID-19 Update

The effects of the COVID-19 pandemic did have an impact on our operating results during the three and nine months ended September 30, 2020, and we expect it will continue to affect our business for some period of time. While the vast majority of our customers are convenience retailers that continue to operate as essential businesses, the unprecedented impact of COVID-19 during the second and third quarter of 2020, including shelter-in-place orders by states, provinces, cities and counties resulted in a significant downturn in miles driven, resulting in a decline in convenience retail store visits across North America. Although we are seeing recovery as consumer purchase trends improve, we expect future results to continue to be impacted by the effects of COVID-19.

Our net sales in the third quarter of 2020 were $4,502.6 million compared to $4,422.6 million for the same period in 2019, an increase of 1.8%, or $80.0 million. The increase in net sales for the third quarter of 2020 was driven primarily by strong carton sales and increases in cigarette manufacturers’ prices, partially offset by a 2.6% decrease in sales of food/non-food. Sales of cigarettes and food/non-food products in the third quarter of 2020 continued to be impacted by changes in consumer buying habits as a result of COVID-19.
Gross profit in the third quarter of 2020 decreased 4.7%, or $11.6 million, to $235.0 million from $246.6 million for the same period in 2019, driven primarily by the decrease in food/non-food sales and margins to existing customers.

Gross profit margin was 5.22% of total net sales during the third quarter of 2020 compared to 5.58% for the same period in 2019. Remaining gross profit margin(1) decreased to 5.21% for the third quarter of 2020 from 5.60% for the same period in 2019. The decline in remaining gross profit margin was driven by the change in the sales mix between cigarettes and food/non-food and a decline in margins within food/non-food as a result of a shift in sales mix and lower gross profit margins in certain categories. We expect our gross profit margin to continue to be impacted by both sales mix and lower margins in certain product categories for some period of time as a direct result of the impacts of COVID-19.

Operating expenses in the third quarter of 2020 decreased 5.9%, or $12.5 million, to $200.2 million from $212.7 million for the same period in 2019. The decrease was driven primarily by increased productivity and cost savings initiatives implemented mainly in response to COVID-19. As outlined in our press release on April 14, 2020, we took steps during the second quarter to reduce operating costs to better align them with sales volume trends and preserve liquidity. We also achieved cost savings through actions to reduce other non-essential costs including travel, meetings and events and other discretionary expenditures. Operating expenses were 4.4% of total net sales for the third quarter of 2020 compared to 4.8% of total net sales for the same period in 2019. Operating expenses were 85.3% of remaining gross profit(1) for the third quarter of 2020, compared to 85.8% of remaining gross profit for the same period in 2019.
Net income in the third quarter of 2020 increased $0.5 million to $23.0 million compared to $22.5 million for the same period in 2019. Adjusted EBITDA(1) was $59.3 million for the third quarter of 2020 compared to $59.2 million for the same period in 2019.
___________________________________________
(1)    Remaining gross profit margin, Adjusted EBITDA and operating expenses as a percentage of remaining gross profit are non-GAAP financial measures 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 “Non-GAAP Financial Information.”
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Results of Operations
Comparison of the Three Months Ended September 30, 2020 and 2019 (in millions, except percentages)(1):
Three Months EndedThree Months Ended
September 30, 2020September 30, 2019
Increase (Decrease)Amounts% of Net sales% of Net sales, less excise taxesAmounts% of Net sales% of Net sales, less excise taxes
Net sales$80.0 $4,502.6 100.0 %— %$4,422.6 100.0 %— %
Net sales — Cigarettes120.2 3,000.2 66.6 61.6 2,880.0 65.1 59.4 
Net sales — Food/Non-food(40.2)1,502.4 33.4 38.4 1,542.6 34.9 40.6 
Net sales, less excise taxes
(non-GAAP)(2)
75.8 3,614.3 80.3 100.0 3,538.5 80.0 100.0 
Gross profit(3)
(11.6)235.0 5.2 6.5 246.6 5.6 7.0 
Warehousing and distribution expenses
(8.2)140.4 3.1 3.9 148.6 3.4 4.2 
Selling, general and administrative expenses
(4.5)57.3 1.3 1.6 61.8 1.4 1.7 
Amortization of intangible assets0.2 2.5 0.1 0.1 2.3 0.1 0.1 
Income from operations0.9 34.8 0.8 1.0 33.9 0.8 1.0 
Interest expense, net(2.1)(2.1)— (0.1)(4.2)(0.1)(0.1)
Foreign currency transaction (losses) gains, net(1.4)(0.5)— — 0.9 — — 
Income before income taxes1.6 32.2 0.7 0.9 30.6 0.7 0.9 
Net income0.5 23.0 0.5 0.6 22.5 0.5 0.6 
Adjusted EBITDA (non-GAAP)(4)
0.1 59.3 1.3 1.6 59.2 1.3 1.7 
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(1)    Amounts and percentages have been rounded for presentation purposes and may differ from unrounded results.
(2)    See the reconciliation of net sales to net sales, less excise taxes in “Non-GAAP Financial Information.”
(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)    See the reconciliation of net income to Adjusted EBITDA in “Non-GAAP Financial Information.”

Net Sales. Net sales in the third quarter of 2020 increased by $80.0 million, or 1.8%, to $4,502.6 million, from $4,422.6 million for the same period in 2019. The increase in net sales was driven primarily by strong carton volumes and cigarette manufacturers’ price increases, partially offset by a decrease in food/non-food sales to existing customers and a net decrease in the number of stores serviced during the quarter. Sales of cigarettes and food/non-food products in the third quarter of 2020 were impacted by changes in consumer buying habits as a result of COVID-19.
Net Sales of Cigarettes. Net sales of cigarettes in the third quarter of 2020 increased by $120.2 million, or 4.2%, to $3,000.2 million from $2,880.0 million for the same period in 2019. The increase was driven primarily by a 4.2% increase in the average sales price per carton due primarily to cigarette manufacturers’ price increases and a 0.1% increase in carton sales. Cigarette carton sales remained flat in the U.S and increased by 1.6% in Canada, driven by a 2.9% increase in carton sales to existing customers, partially offset by a net decrease in the number of stores serviced during the quarter. Cigarette carton sales to existing customers during the third quarter of 2020 outperformed the historical industry rate of decline arising primarily from changes in consumer buying behavior as a result of COVID-19.
We believe long-term cigarette consumption will be adversely impacted by rising prices, increases in excise taxes and other legislative actions, diminishing social acceptance, sales through illicit markets and increasing use of alternative nicotine products. We expect cigarette manufacturers will raise prices as carton sales decline in order to maintain or enhance their overall profitability, thus partially mitigating the effect of the declines to distributors. Historical industry data indicates that convenience retailers have more than offset cigarette profit declines through sales growth in food/non-food products.
Net cigarette sales as a percentage of total net sales was 66.6% in the third quarter of 2020 compared to 65.1% for the same period last year.
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Net Sales of Food/Non-food Products. Net sales of food/non-food products in the third quarter of 2020 decreased $40.2 million, or 2.6%, to $1,502.4 million from $1,542.6 million for the same period in 2019.
The following table provides net sales by product category for our food/non-food products (in millions, except percentages)(1):
Three Months Ended
September 30,Increase (Decrease)
Product Category20202019AmountsPercentage
Food$424.3 $476.8 $(52.5)(11.0)%
Fresh139.4 135.8 3.6 2.7 %
Candy259.1 269.7 (10.6)(3.9)%
OTP403.6 370.4 33.2 9.0 %
Health, beauty & general (“HB&G”)212.5 226.0 (13.5)(6.0)%
Beverages64.1 63.9 0.2 0.3 %
Equipment/other(0.6)— (0.6)— %
Total food/non-food products$1,502.4 $1,542.6 $(40.2)(2.6)%
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(1)    Amounts and percentages have been rounded for presentation purposes and may differ from unrounded results.

The decrease in food/non-food sales for the third quarter of 2020 was driven by a decrease in sales to existing customers and a net decrease in the number of stores serviced during the quarter. The largest declines were in the food, HB&G and candy categories which were impacted by changes in consumer buying behavior related primarily to COVID-19, partially offset by growth in OTP sales to existing customers. Our HB&G category was also impacted by a decline in sales of alternative nicotine products due primarily to the enactment of regulations governing the sale of flavored product categories.
Net sales of food/non-food products as a percentage of total net sales was 33.4% for the third quarter of 2020 compared to 34.9% for the same period in 2019.
Gross Profit. Gross profit represents profit after deducting cost of goods sold from net sales during the period. Inventory holding gains represent incremental revenues, whereas vendor incentives, OTP tax refunds and changes in last-in, first-out (“LIFO”) reserves are components of cost of goods sold. Gross profit in the third quarter of 2020 decreased $11.6 million, or 4.7%, to $235.0 million from $246.6 million for the same period in 2019, driven primarily by a decrease in food/non-food sales and margins to existing customers as a result of COVID-19.
Gross profit margin was 5.22% of total net sales during the third quarter of 2020 compared to 5.58% for the same period in 2019. The change in the sales mix between cigarettes and food/non-food contributed to approximately 40% of the gross profit margin decline. In addition, the decrease in gross profit margin was driven by a decline in margins within food/non-food as a result of a shift in sales mix toward lower margin items, including growth in our lower margin OTP category, and lower margins within the HB&G category, primarily in alternative nicotine products.

Distributors such as Core-Mark, may from time to time, earn higher gross profits on inventory and excise tax stamp quantities on hand at the time manufacturers increase their prices or when states, localities or provinces increase their excise taxes. Such increases are reflected in customer pricing for all subsequent sales, including sales of inventory on hand at the time of the increase. The resulting higher gross profits are referred to as inventory holding gains. The third quarter of 2020 had $0.5 million lower inventory holding gains as compared to the same period in 2019. Cigarette inventory holding gains, which were impacted by the timing and amount of cigarette manufacturers’ price increases, increased $5.3 million for the third quarter of 2020, offset by $5.8 million in inventory holding gains related to a candy price increase in the third quarter of 2019. Historically, significant price increases from candy manufacturers have only occurred every three to four years.
We expect cigarette manufacturers will continue to raise prices as carton sales decline in order to maintain or enhance their overall profitability and the various taxing jurisdictions will raise excise taxes to make up for lost tax dollars related to consumption declines.
LIFO expense was $5.4 million for the third quarter of 2020 compared to $7.3 million for the same period of 2019. Since we value our inventory in the U.S. on a LIFO basis, our gross profit can be positively or negatively impacted depending on the relative level of price inflation or deflation in manufacturer prices as reported in the Bureau of Labor Statistics Purchase Price Index (“PPI”) used to estimate and record our book LIFO expense. The decrease in LIFO expense for the third quarter of 2020 was due primarily to a decline in expected price inflation for food/non-food products.
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The following table provides the components of gross profit (i