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Overview	 1
Equity Market	 1
Valuations 	 2
Publicly Traded Companies	 4
C-Store Trends
Margins	6
Government and Regulatory	 7
Recent MA Activity	 8
Segment Focus:
Grocery Stores	 9
Fuel Pricing
and Supply Charts	 11
About Mercer Capital	 16
Q1: Motor Fuels
Q2: Grocery Stores
Q3: Alternative Fuels
	  Transportation
Q4: Foodservices
SEGMENT FOCUS
Grocery Stores 2015
www.mercercapital.com
VALUE FOCUS
Convenience Stores
Value
Focus
© 2015 Mercer Capital // www.mercercapital.com 1
Convenience Stores
Second Quarter 2015
Equity Market Overview. During the three months ending March 2015, equity market pricing
for the convenience store index was down 1.2%. Although five of the six index participants posted an
increased share value during the first quarter, ANCUF posted a 3.7% decline, and it carries a large
amount of weight in our index due to its relative size. The grocery store index posted an increase of
13.7% during the quarter, largely led by Kroger which posted a 19.7% increase. The fast food index
also posted a quarterly increase (4.5%), matching pace with the Russell 2000 index over the same
period. Pantry, Inc. posted a large increase in the fourth quarter of 2014, but was removed from our
group this quarter due to its acquisition by Couche-Tard in March.
85
95
105
115
125
135
145
155
165
Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15
MCM C-Store Index MCM Grocery Index MCM Food Franchise Index Russell 2000
12/31/14 = 100
BUSINESS VALUATION 
FINANCIAL ADVISORY SERVICES
Data Source: Capital IQ / Bloomberg
C-Store, Grocery Store,  QSR Stock Indices
© 2015 Mercer Capital // www.mercercapital.com 2
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
3
4
5
6
7
8
9
10
11
12
Q2 Q3 Q4 Q1
2011
Q2 Q3 Q4 Q1
2012
Q2 Q3 Q4 Q1
2013
Q2 Q3 Q4 Q1
2014
Q2 Q3 Q4 Q1
2015
Mid-Point
C-Store EBITDA Valuations // Quarterly Range of Mean Highs  Lows
Data Source: Bloomberg
Valuations Up, Ranges Widen for C-stores. EBITDA multiples were up slightly for convenience stores and grocery
stores, and up strongly for fast food operators. Multiples for public C store operators rose from 10.0x EBITDA at the end of the fourth
quarter of 2014 to 10.5x at the end of the first quarter of 2015.1
C-store multiples remained above their five-year average (8.2x). The
favorable trend in multiples is expected to continue to fuel MA activity in the near term.
1
	 As measured by the average of : (1) the median of the highest EBITDA measure of all the companies in the Mercer Capital index over the entire quarter and (2)the median of
the lowest EBITDA measures of all the companies in the Mercer Capital index over the entire quarter. Pantry was eliminated from the Mercer Capital index this quarter due to its
recent merger. Beginning with this quarter’s newsletter, current and historical multiple data was obtained from Capital IQ. In prior newsletters, data was sourced from Bloomberg.
© 2015 Mercer Capital // www.mercercapital.com 3
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Fast Food (QSR) EBITDA Valuations // Quarterly Range of Mean Highs  Lows
3
5
7
9
11
13
15
17
Q2 Q3 Q4 Q1
2011
Q2 Q3 Q4 Q1
2012
Q2 Q3 Q4 Q1
2013
Q2 Q3 Q4 Q1
2014
Q2 Q3 Q4 Q1
2015
Mid-Point Data Source: Bloomberg
3
4
5
6
7
8
9
Q2 Q3 Q4 Q1
2011
Q2 Q3 Q4 Q1
2012
Q2 Q3 Q4 Q1
2013
Q2 Q3 Q4 Q1
2014
Q2 Q3 Q4 Q1
2015
Mid-Point
Grocery Store EBITDA Valuations // Quarterly Range of Mean Highs  Lows
Data Source: Bloomberg
© 2015 Mercer Capital // www.mercercapital.com 4
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Ticker
Stock
Price at
3/31/15
LTM Price Range
Equity
Market
Cap
Enterprise
Value
Revenue EBITDA EBITDA Margins
High Low LTM
2015
Est.
2016
Est. LTM
2015
Est.
2016
Est. LTM
2015
Est.
2016
Est.
Convenience Stores
Alimentation Couche Tard Inc ANCUF $40.36 $42.40 $26.52 $22,840 $24,518 $36,192 $34,639 $39,180 $1,771 $1,918 $2,093 4.89% 5.54% 5.34%
Casey's General Stores Inc CASY $90.10 $94.47 $63.63 $3,501 $4,373 $8,033 $7,700 $7,793 $445 $457 $469 5.54% 5.94% 6.02%
TravelCenters of America LLC TA $17.44 $14.91 $7.18 $657 $1,134 $7,959 $7,701 $8,002 $122 $146 $150 1.53% 1.89% 1.87%
CST Brands Inc CST $43.83 $45.25 $29.40 $3,382 $4,686 $12,758 $11,452 $12,326 $475 $388 $438 3.72% 3.39% 3.55%
Murphy USA Inc MUSA $72.37 $72.55 $39.84 $3,385 $3,877 $17,210 $17,832 $19,500 $474 $348 $387 2.76% 1.95% 1.98%
Average C-Stores $6,753 $7,718 $16,430 $15,865 $17,360 $658 $651 $707 3.69% 3.74% 3.75%
Median C-Stores $3,385 $4,373 $12,758 $11,452 $12,326 $474 $388 $438 3.72% 3.39% 3.55%
Grocery Stores
Fresh Market Inc/The TFM $40.64 $42.12 $28.60 $1,967 $2,000 $1,753 $1,755 $1,970 $166 $188 $219 9.46% 10.73% 11.10%
Village Super Market Inc VLGEA $31.44 $30.06 $18.83 $442 $488 $1,560 na na $62 na na 3.97% na nm
SpartanNash Co SPTN $31.56 $27.99 $19.07 $1,184 $1,755 $7,916 $7,868 $7,888 $203 $235 $245 2.57% 2.99% 3.10%
Weis Markets Inc WMK $49.76 $51.54 $37.72 $1,339 $1,339 $2,777 na na na na na nm na nm
Ingles Markets Inc IMKTA $49.48 $50.50 $21.79 $1,002 $1,973 $3,855 $3,911 $3,994 $234 $237 $254 6.06% 6.06% 6.36%
Roundy's Inc RNDY $4.89 $7.14 $2.80 $241 $897 $4,024 $4,039 $4,254 na $120 $135 nm 2.97% 3.18%
Whole Foods Market Inc WFM $52.08 $57.57 $35.88 $18,764 $18,828 $14,626 $15,751 $17,513 $1,341 $1,436 $1,589 9.17% 9.12% 9.07%
SUPERVALU Inc SVU $11.63 $11.08 $6.55 $3,001 $6,224 $17,409 $17,826 $18,247 $690 $774 $792 3.96% 4.34% 4.34%
Kroger Co/The KR $76.66 $76.76 $42.79 $37,663 $49,319 $108,465 $108,541 $111,775 $5,085 $5,096 $5,481 4.69% 4.69% 4.90%
Average Grocery Stores $7,289 $9,202 $18,043 $22,813 $23,663 $1,112 $1,155 $1,245 5.70% 5.85% 6.01%
Median Grocery Stores $1,339 $1,973 $4,024 $7,868 $7,888 $234 $237 $254 4.69% 4.69% 4.90%
Source: Bloomberg
Publicly Traded Companies
© 2015 Mercer Capital // www.mercercapital.com 5
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Publicly Traded Companies (cont.)
Ticker
Stock
Price at
3/31/15
LTM Price Range
Equity
Market
Cap
Enterprise
Value
Revenue EBITDA EBITDA Margins
High Low LTM
2015
Est.
2016
Est. LTM
2015
Est.
2016
Est. LTM
2015
Est.
2016
Est.
Fast Foods
McDonald's Corp MCD $97.44 $101.09 $86.87 $93,825 $108,815 $27,441 $25,608 $25,643 $9,594 $9,047 $9,470 34.96% 35.33% 36.93%
Wendy's Co/The WEN $10.90 $11.44 $7.53 $3,987 $5,435 $2,061 $1,850 $1,390 $411 $399 $388 19.96% 21.55% 27.92%
Yum! Brands Inc YUM $78.72 $82.83 $65.44 $34,164 $37,508 $13,279 $14,111 $15,371 $2,296 $2,969 $3,360 17.29% 21.04% 21.86%
Dunkin' Brands Group Inc DNKN $47.56 $49.92 $39.86 $4,976 $6,795 $749 $794 $849 $384 $405 $441 51.34% 51.04% 51.95%
Krispy Kreme Doughnuts Inc KKD $19.99 $22.32 $14.82 $1,295 $1,304 $490 $494 $553 $61 $67 $80 12.46% 13.52% 14.51%
Panera Bread Co PNRA $160.00 $179.03 $142.41 $4,292 $4,392 $2,529 $2,732 $2,923 $400 $405 $433 15.82% 14.82% 14.81%
Chipotle Mexican Grill Inc CMG $650.54 $727.97 $472.41 $20,184 $20,184 $4,108 $4,826 $5,539 $821 $1,006 $1,191 19.99% 20.86% 21.51%
Jack in the Box Inc JACK $95.92 $98.56 $51.80 $3,649 $4,207 $1,503 $1,538 $1,640 $259 $290 $320 17.21% 18.84% 19.52%
Jack in the Box Inc JACK $38.31 $45.59 $32.83 $7,750 $20,209 $1,197 $4,086 $4,377 $473 $1,585 $1,759 39.54% 38.78% 40.18%
Sonic Corp SONC $31.70 $34.20 $18.49 $1,697 $2,157 $582 $604 $630 $153 $164 $177 26.26% 27.20% 28.11%
Average Fast Foods $17,582 $21,101 $5,394 $5,664 $5,892 $1,485 $1,634 $1,762 25.48% 26.30% 27.73%
Median Fast Foods $4,634 $6,115 $1,782 $2,291 $2,282 $406 $405 $437 19.97% 21.29% 24.89%
Source: Bloomberg
© 2015 Mercer Capital // www.mercercapital.com 6
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
According to OPIS, nationwide retail gasoline margins ended the first quarter of 2015 at 18.7 cents per gallon, down from 30.5 cents
per gallon twelve weeks earlier, and on par with the historical five-year average of 18.9 cents.2
Between the end of the first quarter and
the time of this publication, retail fuel margins have continued to contract toward normal levels (approximately 10 to 16 cents per gallon)
as a result of rising gasoline and diesel prices. Retail fuel prices during the fourth quarter of 2014 reached their lowest levels in five
years. Fuel margins during December reached 38 cents per gallon, their highest level of 2014 and nearing the best margins of the past
decade. Diesel margins ended the first quarter at 46.6 cents per gallon, down significantly from 78.5 cents per gallon twelve weeks
earlier, but still very robust. Although fuel prices are inherently volatile, consensus outlooks do not anticipate significant increases in
price in the near future.
Generally, over 70% of a C-store’s sales are motor fuels; however, fuel typically contributes only one-third of total convenience store
gross margin dollars. Fuel margins were relatively consistent on an annual basis, averaging 18.9 cents per gallon for 2010 through
2014. There is a relatively modest delay between the time crude prices increase and the time that pump prices rise. Conversely,
retail price reductions typically lag when wholesale prices drop. Retailers tend to reduce their markups when costs are escalating.
Conversely, when costs are declining, retailers tend to leave their pump prices elevated – leading to increased fuel margins – until
competition forces pump pricing downward. The time lag between cost changes and retail price adjustments as well as the duration
of cost trends is a significant influencer of operator margin. On average, it costs retailers approximately 12 to 16 cents to dispense a
gallon of fuel. Given that the average five-year markup on gasoline was 18.9 cents, this translates to a typical three to five cents per
gallon of bottom line profit.
Margins
2
	 National Association of Convenience Stores 2015 Retail Fuels Report.
© 2015 Mercer Capital // www.mercercapital.com 7
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Swipe Fees. Several C-store entities and other retailers filed a joint lawsuit in Texas against Visa and MasterCard relating to swipe
fees. Swipe fees on credit card transactions in the U.S. are eight times higher than in Europe, fueling a near-constant battle between
retailers and card providers.
Gas Taxes. The Highway Trust Fund was set to expire (again) on May 30th. President Obama signed a two-month extension into
law on May 29th. This marks the 33rd short-term extension of transportation funding since 2008. According to the CBO, the fund will
be short by an estimated $85 to $90 billion in just six years if these short-term extensions continue, emphasizing that a permanent fix
is sorely needed.
E-Cigarette Taxes. In early 2015, 22 states have introduced bills that would tax electronic cigarettes and nicotine solutions. This
comes amidst news that vaping and e-cigarette sales may not be taking off as well as originally anticipated.
Renewable Fuel Standards. The EPA ruffled feathers of many industry participants with its announcement of the updated
RFS program in late May. Critics of the RFS claim that the effort falls far short of that needed to wean the US off foreign oil and does
little more than create a crop subsidy. Corn growers, who are generally supportive of the RFS, are frustrated that the RFS percentages
were not higher.
Government and
Regulatory
© 2015 Mercer Capital // www.mercercapital.com 8
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Recent
MA
Activity
»» Alimentation Couche-Tard completed its merger with The Pantry, Inc. in March. This deal had an estimated value of $1.7 billion.
After the merger, the combined enterprise has approximately 7,800 stores. Shortly after the deal took place, Pantry laid off 250
employees.
»» In mid-May, 7-11 entered into a deal to acquire Tedeschi Food Shops, a 182 store chain with only 15 fueling operations. This
deal more than doubles 7-11’s operations in the Boston and New Hampshire areas.
»» Also in mid-May, Imperial Oil Ltd. announced that it has begun accepting proposals from interested buyers of its 500 company-
owned Esso branded gas stations. According to unnamed sources, Couche-Tard, CST Brands, Inc., and Parkland Fuel may
be interested.
»» OXXO of Mexico’s parent company announced its intention to invest approximately $850 million to open 900 C-stores in Texas. At
this point, the expansion plans could be thwarted by rules disallowing alcohol retailers from being owned by firms owning liquor
businesses. OXXO’s parent holds a large interest in Heineken.
»» GPM Investments, LLC entered into an agreement to purchase the Midwestern division of VPS Convenience Store Group, LLC
which consists of 163 stores operating under the Village Pantry and Next Door Store brands. GPM had previously purchased
263 VPS stores in 2013.
»» Delek US Holdings, Inc. plans to purchase more than 48% of the stock of Alon USA Energy, Inc. Delek and Alon both have
similar refining capacities and numbers of convenience stores (365 for Delek US, 294 for Alon US).
»» The MLP trend continued during the first part of 2015 with Empire Petroleum Partners and GPM Petroleum LP filing registrations
with the SEC for IPOs to form MLPs. CST Brands, Inc. and Energy Transfer Partners, LP also announced asset drop downs
during the same time period.
»» Global Partners, LP completed its purchase of Warren Equities, Inc., the operator of over 500 Xtra Mart C-stores and has also
completed a purchase of 97 gas stations and seven supply contracts from Capitol Petroleum Group (CPG).
»» Travel Centers of America has entered into agreements with Hospitality Properties Trust for sale-leaseback transactions for
30 travel centers. Approximately $352 million in net proceeds are expected to be realized by TA.
MA activity in this sector is not expected to slow down. According to insiders, many private entities whose owners have never considered a sale
are now exploring their options. Many owners fear this is their best opportunity to exit the market and have become frustrated at their inability to
grow strategically through store unit acquisitions due to competition from larger players who are able to offer higher multiples.
© 2015 Mercer Capital // www.mercercapital.com 9
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Grocery
Stores
SEGMENT FOCUS The Supermarkets and Grocery Store industry makes up the largest food retail channel in the United States. Industry revenue totaled
approximately $584.3 billion in 2014, and profit was $8.8 billion. The following chart presents the products and services segmentation
for the industry as estimated for 2015 by IBISWORLD.
This industry has grown over the past five years, benefitting from a strengthening economy and the trend toward organic and all-natural
brands, especially as consumer spending has increased. However, the industry is mature, and revenue is expected to grow at a rate
below national GDP over the next five years (0.8%, annualized) as compared to annualized growth of 1.3% from 2010 to 2015. The top
four operators account for roughly 30% of industry revenue. Competition from superstores and warehouse clubs intensified during the
recent recession, and remains high. As shown below, other sector operators enjoy modestly lower costs than grocery store retailers.
They also tend to offer a convenience factor given that they stock a range of nonedible goods such as clothing and household supplies.
This competition has led to stagnating profitability within the industry.
© 2015 Mercer Capital // www.mercercapital.com 10
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
The industry is mature and continues to consolidate. Merger and acquisition activity has been high in recent quarters. The Kroger
Company merged with Harris Teeter in 2014 to expand within the Southeast and Mid-Atlantic market areas and create a network of
over 2,600 stores. Safeway and Albertsons merged in early 2015 to create a nationwide network of over 2,200 stores. MA industry
activity in 2014 was more robust than it had been in nearly a decade. This is an industry in which economies of scale are crucial;
larger size helps enterprises better compete with mass merchandisers by lowering per-unit costs. The grocery store industry has been
facing increasing competition from superstores and discount warehouse clubs, such as Wal-Mart. According to Wal-Mart’s 10-K for the
fiscal year ended January 31, 2015, grocery store segment revenues were 56% of total company revenues. Supermarkets are also
increasingly facing competition from convenience stores, food service providers, and dollar stores.
© 2015 Mercer Capital // www.mercercapital.com 11
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Fuel Pricing and Supply Charts
Fuel Prices  Supply
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
$5.00
$20
$40
$60
$80
$100
$120
$140
Price/GallonPrice/Barrel
WTI Brent Gasoline Diesel
Data Source: Calculated by Mercer Capital from raw data obtained from the US Energy Information Administration (EIA.gov)
© 2015 Mercer Capital // www.mercercapital.com 12
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Motor Fuel and Brent Crude Price Fluctuation
-0.15
-0.1
-0.05
0
0.05
0.1
0.15
0.2
Price
Volatility
Gasoline Brent Diesel
Data Source: Calculated by Mercer Capital from raw data obtained from the US Energy Information Administration (EIA.gov)
Fuel Pricing and Supply Charts
© 2015 Mercer Capital // www.mercercapital.com 13
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Prime Supplier Sales Volumes
-
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
450,000
2009 2010 2011 2012 2013 Mar
'14
Apr
'14
May
'14
June
'14
July
'14
Aug
'14
Sept
'14
Oct
'14
Nov
'14
000'sGallons/Day
Regular Mid-Grade Premium Diesel
Data Source: US Energy Information Administration (EIA.gov)
Fuel Pricing and Supply Charts
© 2015 Mercer Capital // www.mercercapital.com 14
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Non-Motor Fuel Prices
Fuel Pricing and Supply Charts
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
Price/Gallon
No. 2 Heating Oil Propane
Data Source: US Energy Information Administration (EIA.gov)
© 2015 Mercer Capital // www.mercercapital.com 15
Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015
Percentage Change in Non-Motor Fuel Spread by Month
Fuel Pricing and Supply Charts
-15%
-10%
-5%
0%
5%
10%
15%
20%
% +/- in Heating Oil Spread % +/- Inc/Dec in Propane Spread
Mercer
Capital
Convenience Store
Industry Services
Contact Us
Copyright © 2015 Mercer Capital Management, Inc. All rights reserved. It is illegal under Federal law to reproduce this publication or any portion of its contents without the publisher’s permission. Media quotations with source attribution are encouraged.
Reporters requesting additional information or editorial comment should contact Barbara Walters Price at 901.685.2120. Mercer Capital’s Industry Focus is published quarterly and does not constitute legal or financial consulting advice. It is offered as an
information service to our clients and friends. Those interested in specific guidance for legal or accounting matters should seek competent professional advice. Inquiries to discuss specific valuation matters are welcomed. To add your name to our mailing list
to receive this complimentary publication, visit our web site at www.mercercapital.com.
Mercer Capital provides the multi-unit retailing and QSR industries with
corporate valuation, financial reporting, transaction advisory, and related
services.
Industry Segments
Mercer Capital serves the following industry segments:
•	 Motor Fuels
•	 Grocery Stores
•	 Alternative Fuels  Consumer Transportation
•	 Foodservices
Mercer Capital Experience
•	 Family and management succession planning
•	 Buy-side and sell-side transaction advisory assistance
•	 Conflict resolution and litigation support
•	 Trust and estate planning
•	 Buy-sell agreement valuation, design, and funding advisory
Contact a Mercer Capital professional to discuss your needs in confidence.
Eden G. Stanton, CFA
901.270.7250
stantone@mercercapital.com
Timothy R. Lee, ASA
901.322.9740
leet@mercercapital.com
Mercer Capital
5100 Poplar Avenue, Suite 2600
Memphis, Tennessee 38137
901.685.2120 (P)
www.mercercapital.com
BUSINESS VALUATION 
FINANCIAL ADVISORY SERVICES

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Mercer Capital's Value Focus: Convenience Store Industry | Q2 2015 | Segment: Grocery Stores

  • 1. Overview 1 Equity Market 1 Valuations 2 Publicly Traded Companies 4 C-Store Trends Margins 6 Government and Regulatory 7 Recent MA Activity 8 Segment Focus: Grocery Stores 9 Fuel Pricing and Supply Charts 11 About Mercer Capital 16 Q1: Motor Fuels Q2: Grocery Stores Q3: Alternative Fuels Transportation Q4: Foodservices SEGMENT FOCUS Grocery Stores 2015 www.mercercapital.com VALUE FOCUS Convenience Stores
  • 2. Value Focus © 2015 Mercer Capital // www.mercercapital.com 1 Convenience Stores Second Quarter 2015 Equity Market Overview. During the three months ending March 2015, equity market pricing for the convenience store index was down 1.2%. Although five of the six index participants posted an increased share value during the first quarter, ANCUF posted a 3.7% decline, and it carries a large amount of weight in our index due to its relative size. The grocery store index posted an increase of 13.7% during the quarter, largely led by Kroger which posted a 19.7% increase. The fast food index also posted a quarterly increase (4.5%), matching pace with the Russell 2000 index over the same period. Pantry, Inc. posted a large increase in the fourth quarter of 2014, but was removed from our group this quarter due to its acquisition by Couche-Tard in March. 85 95 105 115 125 135 145 155 165 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 MCM C-Store Index MCM Grocery Index MCM Food Franchise Index Russell 2000 12/31/14 = 100 BUSINESS VALUATION FINANCIAL ADVISORY SERVICES Data Source: Capital IQ / Bloomberg C-Store, Grocery Store, QSR Stock Indices
  • 3. © 2015 Mercer Capital // www.mercercapital.com 2 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 3 4 5 6 7 8 9 10 11 12 Q2 Q3 Q4 Q1 2011 Q2 Q3 Q4 Q1 2012 Q2 Q3 Q4 Q1 2013 Q2 Q3 Q4 Q1 2014 Q2 Q3 Q4 Q1 2015 Mid-Point C-Store EBITDA Valuations // Quarterly Range of Mean Highs Lows Data Source: Bloomberg Valuations Up, Ranges Widen for C-stores. EBITDA multiples were up slightly for convenience stores and grocery stores, and up strongly for fast food operators. Multiples for public C store operators rose from 10.0x EBITDA at the end of the fourth quarter of 2014 to 10.5x at the end of the first quarter of 2015.1 C-store multiples remained above their five-year average (8.2x). The favorable trend in multiples is expected to continue to fuel MA activity in the near term. 1 As measured by the average of : (1) the median of the highest EBITDA measure of all the companies in the Mercer Capital index over the entire quarter and (2)the median of the lowest EBITDA measures of all the companies in the Mercer Capital index over the entire quarter. Pantry was eliminated from the Mercer Capital index this quarter due to its recent merger. Beginning with this quarter’s newsletter, current and historical multiple data was obtained from Capital IQ. In prior newsletters, data was sourced from Bloomberg.
  • 4. © 2015 Mercer Capital // www.mercercapital.com 3 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Fast Food (QSR) EBITDA Valuations // Quarterly Range of Mean Highs Lows 3 5 7 9 11 13 15 17 Q2 Q3 Q4 Q1 2011 Q2 Q3 Q4 Q1 2012 Q2 Q3 Q4 Q1 2013 Q2 Q3 Q4 Q1 2014 Q2 Q3 Q4 Q1 2015 Mid-Point Data Source: Bloomberg 3 4 5 6 7 8 9 Q2 Q3 Q4 Q1 2011 Q2 Q3 Q4 Q1 2012 Q2 Q3 Q4 Q1 2013 Q2 Q3 Q4 Q1 2014 Q2 Q3 Q4 Q1 2015 Mid-Point Grocery Store EBITDA Valuations // Quarterly Range of Mean Highs Lows Data Source: Bloomberg
  • 5. © 2015 Mercer Capital // www.mercercapital.com 4 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Ticker Stock Price at 3/31/15 LTM Price Range Equity Market Cap Enterprise Value Revenue EBITDA EBITDA Margins High Low LTM 2015 Est. 2016 Est. LTM 2015 Est. 2016 Est. LTM 2015 Est. 2016 Est. Convenience Stores Alimentation Couche Tard Inc ANCUF $40.36 $42.40 $26.52 $22,840 $24,518 $36,192 $34,639 $39,180 $1,771 $1,918 $2,093 4.89% 5.54% 5.34% Casey's General Stores Inc CASY $90.10 $94.47 $63.63 $3,501 $4,373 $8,033 $7,700 $7,793 $445 $457 $469 5.54% 5.94% 6.02% TravelCenters of America LLC TA $17.44 $14.91 $7.18 $657 $1,134 $7,959 $7,701 $8,002 $122 $146 $150 1.53% 1.89% 1.87% CST Brands Inc CST $43.83 $45.25 $29.40 $3,382 $4,686 $12,758 $11,452 $12,326 $475 $388 $438 3.72% 3.39% 3.55% Murphy USA Inc MUSA $72.37 $72.55 $39.84 $3,385 $3,877 $17,210 $17,832 $19,500 $474 $348 $387 2.76% 1.95% 1.98% Average C-Stores $6,753 $7,718 $16,430 $15,865 $17,360 $658 $651 $707 3.69% 3.74% 3.75% Median C-Stores $3,385 $4,373 $12,758 $11,452 $12,326 $474 $388 $438 3.72% 3.39% 3.55% Grocery Stores Fresh Market Inc/The TFM $40.64 $42.12 $28.60 $1,967 $2,000 $1,753 $1,755 $1,970 $166 $188 $219 9.46% 10.73% 11.10% Village Super Market Inc VLGEA $31.44 $30.06 $18.83 $442 $488 $1,560 na na $62 na na 3.97% na nm SpartanNash Co SPTN $31.56 $27.99 $19.07 $1,184 $1,755 $7,916 $7,868 $7,888 $203 $235 $245 2.57% 2.99% 3.10% Weis Markets Inc WMK $49.76 $51.54 $37.72 $1,339 $1,339 $2,777 na na na na na nm na nm Ingles Markets Inc IMKTA $49.48 $50.50 $21.79 $1,002 $1,973 $3,855 $3,911 $3,994 $234 $237 $254 6.06% 6.06% 6.36% Roundy's Inc RNDY $4.89 $7.14 $2.80 $241 $897 $4,024 $4,039 $4,254 na $120 $135 nm 2.97% 3.18% Whole Foods Market Inc WFM $52.08 $57.57 $35.88 $18,764 $18,828 $14,626 $15,751 $17,513 $1,341 $1,436 $1,589 9.17% 9.12% 9.07% SUPERVALU Inc SVU $11.63 $11.08 $6.55 $3,001 $6,224 $17,409 $17,826 $18,247 $690 $774 $792 3.96% 4.34% 4.34% Kroger Co/The KR $76.66 $76.76 $42.79 $37,663 $49,319 $108,465 $108,541 $111,775 $5,085 $5,096 $5,481 4.69% 4.69% 4.90% Average Grocery Stores $7,289 $9,202 $18,043 $22,813 $23,663 $1,112 $1,155 $1,245 5.70% 5.85% 6.01% Median Grocery Stores $1,339 $1,973 $4,024 $7,868 $7,888 $234 $237 $254 4.69% 4.69% 4.90% Source: Bloomberg Publicly Traded Companies
  • 6. © 2015 Mercer Capital // www.mercercapital.com 5 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Publicly Traded Companies (cont.) Ticker Stock Price at 3/31/15 LTM Price Range Equity Market Cap Enterprise Value Revenue EBITDA EBITDA Margins High Low LTM 2015 Est. 2016 Est. LTM 2015 Est. 2016 Est. LTM 2015 Est. 2016 Est. Fast Foods McDonald's Corp MCD $97.44 $101.09 $86.87 $93,825 $108,815 $27,441 $25,608 $25,643 $9,594 $9,047 $9,470 34.96% 35.33% 36.93% Wendy's Co/The WEN $10.90 $11.44 $7.53 $3,987 $5,435 $2,061 $1,850 $1,390 $411 $399 $388 19.96% 21.55% 27.92% Yum! Brands Inc YUM $78.72 $82.83 $65.44 $34,164 $37,508 $13,279 $14,111 $15,371 $2,296 $2,969 $3,360 17.29% 21.04% 21.86% Dunkin' Brands Group Inc DNKN $47.56 $49.92 $39.86 $4,976 $6,795 $749 $794 $849 $384 $405 $441 51.34% 51.04% 51.95% Krispy Kreme Doughnuts Inc KKD $19.99 $22.32 $14.82 $1,295 $1,304 $490 $494 $553 $61 $67 $80 12.46% 13.52% 14.51% Panera Bread Co PNRA $160.00 $179.03 $142.41 $4,292 $4,392 $2,529 $2,732 $2,923 $400 $405 $433 15.82% 14.82% 14.81% Chipotle Mexican Grill Inc CMG $650.54 $727.97 $472.41 $20,184 $20,184 $4,108 $4,826 $5,539 $821 $1,006 $1,191 19.99% 20.86% 21.51% Jack in the Box Inc JACK $95.92 $98.56 $51.80 $3,649 $4,207 $1,503 $1,538 $1,640 $259 $290 $320 17.21% 18.84% 19.52% Jack in the Box Inc JACK $38.31 $45.59 $32.83 $7,750 $20,209 $1,197 $4,086 $4,377 $473 $1,585 $1,759 39.54% 38.78% 40.18% Sonic Corp SONC $31.70 $34.20 $18.49 $1,697 $2,157 $582 $604 $630 $153 $164 $177 26.26% 27.20% 28.11% Average Fast Foods $17,582 $21,101 $5,394 $5,664 $5,892 $1,485 $1,634 $1,762 25.48% 26.30% 27.73% Median Fast Foods $4,634 $6,115 $1,782 $2,291 $2,282 $406 $405 $437 19.97% 21.29% 24.89% Source: Bloomberg
  • 7. © 2015 Mercer Capital // www.mercercapital.com 6 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 According to OPIS, nationwide retail gasoline margins ended the first quarter of 2015 at 18.7 cents per gallon, down from 30.5 cents per gallon twelve weeks earlier, and on par with the historical five-year average of 18.9 cents.2 Between the end of the first quarter and the time of this publication, retail fuel margins have continued to contract toward normal levels (approximately 10 to 16 cents per gallon) as a result of rising gasoline and diesel prices. Retail fuel prices during the fourth quarter of 2014 reached their lowest levels in five years. Fuel margins during December reached 38 cents per gallon, their highest level of 2014 and nearing the best margins of the past decade. Diesel margins ended the first quarter at 46.6 cents per gallon, down significantly from 78.5 cents per gallon twelve weeks earlier, but still very robust. Although fuel prices are inherently volatile, consensus outlooks do not anticipate significant increases in price in the near future. Generally, over 70% of a C-store’s sales are motor fuels; however, fuel typically contributes only one-third of total convenience store gross margin dollars. Fuel margins were relatively consistent on an annual basis, averaging 18.9 cents per gallon for 2010 through 2014. There is a relatively modest delay between the time crude prices increase and the time that pump prices rise. Conversely, retail price reductions typically lag when wholesale prices drop. Retailers tend to reduce their markups when costs are escalating. Conversely, when costs are declining, retailers tend to leave their pump prices elevated – leading to increased fuel margins – until competition forces pump pricing downward. The time lag between cost changes and retail price adjustments as well as the duration of cost trends is a significant influencer of operator margin. On average, it costs retailers approximately 12 to 16 cents to dispense a gallon of fuel. Given that the average five-year markup on gasoline was 18.9 cents, this translates to a typical three to five cents per gallon of bottom line profit. Margins 2 National Association of Convenience Stores 2015 Retail Fuels Report.
  • 8. © 2015 Mercer Capital // www.mercercapital.com 7 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Swipe Fees. Several C-store entities and other retailers filed a joint lawsuit in Texas against Visa and MasterCard relating to swipe fees. Swipe fees on credit card transactions in the U.S. are eight times higher than in Europe, fueling a near-constant battle between retailers and card providers. Gas Taxes. The Highway Trust Fund was set to expire (again) on May 30th. President Obama signed a two-month extension into law on May 29th. This marks the 33rd short-term extension of transportation funding since 2008. According to the CBO, the fund will be short by an estimated $85 to $90 billion in just six years if these short-term extensions continue, emphasizing that a permanent fix is sorely needed. E-Cigarette Taxes. In early 2015, 22 states have introduced bills that would tax electronic cigarettes and nicotine solutions. This comes amidst news that vaping and e-cigarette sales may not be taking off as well as originally anticipated. Renewable Fuel Standards. The EPA ruffled feathers of many industry participants with its announcement of the updated RFS program in late May. Critics of the RFS claim that the effort falls far short of that needed to wean the US off foreign oil and does little more than create a crop subsidy. Corn growers, who are generally supportive of the RFS, are frustrated that the RFS percentages were not higher. Government and Regulatory
  • 9. © 2015 Mercer Capital // www.mercercapital.com 8 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Recent MA Activity »» Alimentation Couche-Tard completed its merger with The Pantry, Inc. in March. This deal had an estimated value of $1.7 billion. After the merger, the combined enterprise has approximately 7,800 stores. Shortly after the deal took place, Pantry laid off 250 employees. »» In mid-May, 7-11 entered into a deal to acquire Tedeschi Food Shops, a 182 store chain with only 15 fueling operations. This deal more than doubles 7-11’s operations in the Boston and New Hampshire areas. »» Also in mid-May, Imperial Oil Ltd. announced that it has begun accepting proposals from interested buyers of its 500 company- owned Esso branded gas stations. According to unnamed sources, Couche-Tard, CST Brands, Inc., and Parkland Fuel may be interested. »» OXXO of Mexico’s parent company announced its intention to invest approximately $850 million to open 900 C-stores in Texas. At this point, the expansion plans could be thwarted by rules disallowing alcohol retailers from being owned by firms owning liquor businesses. OXXO’s parent holds a large interest in Heineken. »» GPM Investments, LLC entered into an agreement to purchase the Midwestern division of VPS Convenience Store Group, LLC which consists of 163 stores operating under the Village Pantry and Next Door Store brands. GPM had previously purchased 263 VPS stores in 2013. »» Delek US Holdings, Inc. plans to purchase more than 48% of the stock of Alon USA Energy, Inc. Delek and Alon both have similar refining capacities and numbers of convenience stores (365 for Delek US, 294 for Alon US). »» The MLP trend continued during the first part of 2015 with Empire Petroleum Partners and GPM Petroleum LP filing registrations with the SEC for IPOs to form MLPs. CST Brands, Inc. and Energy Transfer Partners, LP also announced asset drop downs during the same time period. »» Global Partners, LP completed its purchase of Warren Equities, Inc., the operator of over 500 Xtra Mart C-stores and has also completed a purchase of 97 gas stations and seven supply contracts from Capitol Petroleum Group (CPG). »» Travel Centers of America has entered into agreements with Hospitality Properties Trust for sale-leaseback transactions for 30 travel centers. Approximately $352 million in net proceeds are expected to be realized by TA. MA activity in this sector is not expected to slow down. According to insiders, many private entities whose owners have never considered a sale are now exploring their options. Many owners fear this is their best opportunity to exit the market and have become frustrated at their inability to grow strategically through store unit acquisitions due to competition from larger players who are able to offer higher multiples.
  • 10. © 2015 Mercer Capital // www.mercercapital.com 9 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Grocery Stores SEGMENT FOCUS The Supermarkets and Grocery Store industry makes up the largest food retail channel in the United States. Industry revenue totaled approximately $584.3 billion in 2014, and profit was $8.8 billion. The following chart presents the products and services segmentation for the industry as estimated for 2015 by IBISWORLD. This industry has grown over the past five years, benefitting from a strengthening economy and the trend toward organic and all-natural brands, especially as consumer spending has increased. However, the industry is mature, and revenue is expected to grow at a rate below national GDP over the next five years (0.8%, annualized) as compared to annualized growth of 1.3% from 2010 to 2015. The top four operators account for roughly 30% of industry revenue. Competition from superstores and warehouse clubs intensified during the recent recession, and remains high. As shown below, other sector operators enjoy modestly lower costs than grocery store retailers. They also tend to offer a convenience factor given that they stock a range of nonedible goods such as clothing and household supplies. This competition has led to stagnating profitability within the industry.
  • 11. © 2015 Mercer Capital // www.mercercapital.com 10 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 The industry is mature and continues to consolidate. Merger and acquisition activity has been high in recent quarters. The Kroger Company merged with Harris Teeter in 2014 to expand within the Southeast and Mid-Atlantic market areas and create a network of over 2,600 stores. Safeway and Albertsons merged in early 2015 to create a nationwide network of over 2,200 stores. MA industry activity in 2014 was more robust than it had been in nearly a decade. This is an industry in which economies of scale are crucial; larger size helps enterprises better compete with mass merchandisers by lowering per-unit costs. The grocery store industry has been facing increasing competition from superstores and discount warehouse clubs, such as Wal-Mart. According to Wal-Mart’s 10-K for the fiscal year ended January 31, 2015, grocery store segment revenues were 56% of total company revenues. Supermarkets are also increasingly facing competition from convenience stores, food service providers, and dollar stores.
  • 12. © 2015 Mercer Capital // www.mercercapital.com 11 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Fuel Pricing and Supply Charts Fuel Prices Supply $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 $20 $40 $60 $80 $100 $120 $140 Price/GallonPrice/Barrel WTI Brent Gasoline Diesel Data Source: Calculated by Mercer Capital from raw data obtained from the US Energy Information Administration (EIA.gov)
  • 13. © 2015 Mercer Capital // www.mercercapital.com 12 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Motor Fuel and Brent Crude Price Fluctuation -0.15 -0.1 -0.05 0 0.05 0.1 0.15 0.2 Price Volatility Gasoline Brent Diesel Data Source: Calculated by Mercer Capital from raw data obtained from the US Energy Information Administration (EIA.gov) Fuel Pricing and Supply Charts
  • 14. © 2015 Mercer Capital // www.mercercapital.com 13 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Prime Supplier Sales Volumes - 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 2009 2010 2011 2012 2013 Mar '14 Apr '14 May '14 June '14 July '14 Aug '14 Sept '14 Oct '14 Nov '14 000'sGallons/Day Regular Mid-Grade Premium Diesel Data Source: US Energy Information Administration (EIA.gov) Fuel Pricing and Supply Charts
  • 15. © 2015 Mercer Capital // www.mercercapital.com 14 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Non-Motor Fuel Prices Fuel Pricing and Supply Charts $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 Price/Gallon No. 2 Heating Oil Propane Data Source: US Energy Information Administration (EIA.gov)
  • 16. © 2015 Mercer Capital // www.mercercapital.com 15 Mercer Capital’s Value Focus: Convenience Stores Second Quarter 2015 Percentage Change in Non-Motor Fuel Spread by Month Fuel Pricing and Supply Charts -15% -10% -5% 0% 5% 10% 15% 20% % +/- in Heating Oil Spread % +/- Inc/Dec in Propane Spread
  • 17. Mercer Capital Convenience Store Industry Services Contact Us Copyright © 2015 Mercer Capital Management, Inc. All rights reserved. It is illegal under Federal law to reproduce this publication or any portion of its contents without the publisher’s permission. Media quotations with source attribution are encouraged. Reporters requesting additional information or editorial comment should contact Barbara Walters Price at 901.685.2120. Mercer Capital’s Industry Focus is published quarterly and does not constitute legal or financial consulting advice. It is offered as an information service to our clients and friends. Those interested in specific guidance for legal or accounting matters should seek competent professional advice. Inquiries to discuss specific valuation matters are welcomed. To add your name to our mailing list to receive this complimentary publication, visit our web site at www.mercercapital.com. Mercer Capital provides the multi-unit retailing and QSR industries with corporate valuation, financial reporting, transaction advisory, and related services. Industry Segments Mercer Capital serves the following industry segments: • Motor Fuels • Grocery Stores • Alternative Fuels Consumer Transportation • Foodservices Mercer Capital Experience • Family and management succession planning • Buy-side and sell-side transaction advisory assistance • Conflict resolution and litigation support • Trust and estate planning • Buy-sell agreement valuation, design, and funding advisory Contact a Mercer Capital professional to discuss your needs in confidence. Eden G. Stanton, CFA 901.270.7250 stantone@mercercapital.com Timothy R. Lee, ASA 901.322.9740 leet@mercercapital.com Mercer Capital 5100 Poplar Avenue, Suite 2600 Memphis, Tennessee 38137 901.685.2120 (P) www.mercercapital.com BUSINESS VALUATION FINANCIAL ADVISORY SERVICES