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Summary of Company Information and Basis of Presentation
 6 Months Ended
Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of Company Information and Basis of Presentation 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, food, including fresh products, groceries, 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 June 30, 2021, the unaudited condensed consolidated statements of operations and comprehensive income, the unaudited condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2021 and 2020, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, 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, 2020 has been derived from the Company’s audited financial statements, which are included in its 2020 Annual Report on Form 10-K, filed with the SEC on March 1, 2021.
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, 2020.
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.
Plan of Merger with Performance Food Group Company
On May 17, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Performance Food Group Company (“PFG”) and certain of its subsidiaries, pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Core-Mark will be acquired by PFG and will thereafter be a wholly-owned subsidiary of PFG (the “PFG Merger”).
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the PFG Merger, each share of common stock, par value $0.01 per share, of the Company will be automatically canceled and converted into the right to receive (i) 0.44 validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of PFG and (ii) $23.875 in cash, without interest. The Company has also agreed to various covenants in the Merger Agreement, including a restriction on future share repurchases and a $50 million annual limit for capital expenditures.
The boards of directors of both Core-Mark and PFG have approved the PFG Merger. The completion of the transactions contemplated by the Merger Agreement are subject to customary closing conditions, including approval by the holders of a majority of the outstanding shares of the Company’s capital stock and the receipt of various regulatory approvals.
The Company incurred approximately $4.9 million and $5.2 million in transaction expenses related to the Merger Agreement and the Merger for the three and six months ended June 30, 2021, respectively.