Slide Deck from Matrix M&A Market Update Webinar
Total Page:16
File Type:pdf, Size:1020Kb
Cedric C. Fortemps, CFA Spencer Cavalier, CFA, ASA Co-Head of Downstream Energy & Co-Head of Downstream Energy & Convenience Retail Group Convenience Retail Group 804.591.2039 667.217.3320 [email protected] [email protected] DISCUSSION TOPICS I Industry Equity Returns Analysis 2 II M&A Activity Update 8 Have a Question? Email Spencer at [email protected] 2 DISCLOSURES The contents of this Presentation are presented for informational purposes only by Matrix Capital Markets Group, Inc. and MCMG Capital Advisors, Inc. (“Matrix”), and nothing contained herein is an offer to sell or a solicitation to purchase any of the securities discussed. The information contained in this Presentation is based on estimates and assumptions about circumstances and events that have not yet taken place, may not have an empirical basis, may be subject to variation and may be inherently unpredictable. While Matrix believes the information provided in this Presentation is reasonable, it is provided “AS IS” and without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Accordingly, there can be no assurance that information relied upon in preparing this Presentation will prove accurate or that any of the projections will be realized. It is expected that there will be differences between actual and projected occurrences, and actual occurrences may be materially greater or less than those contained in this presentation. Matrix assumes no responsibility for errors or omissions in this Presentation or other documents which may be contained or referenced in, or linked to this Presentation. Any recipient of this Presentation is expressly responsible to seek out his or her own professional advice with respect to the information presented. Have a Question? Email Spencer at [email protected] 3 Industry Equity Returns Analysis CONVENIENCE RETAIL COMPANIES INDEX VS S&P 500 10% 5% 2.2% 0% -5% -6.2% -10% -15% -20% -25% -25.1% -30% -31.0% -35% 1/2/2020 1/16/2020 1/30/2020 2/13/2020 2/27/2020 3/12/2020 3/26/2020 4/9/2020 4/23/2020 5/7/2020 5/21/2020 C-Store Index S&P 500 Index The Convenience Retail Companies Index is an equal-weighted index comprised of the following entities: • Alimentation Couche-Tard, Inc. (TSE: ATD-B) • Casey’s General Stores, Inc. (NASD: CASY) • Murphy USA Inc. (NYSE: MUSA) Source: Data as of 5/26/20 reflects daily dividend adjusted stock/unit prices provided by S&P Capital IQ Have a Question? Email Spencer at [email protected] 4 Industry Equity Returns Analysis WHOLESALE FUELS FOCUSED COMPANIES VS ALERIAN MLP INDEX 10% 0% -10% -20% -24.5% -30% -33.9% -40% -50% -60% -62.2% -66.5% -70% 1/2/2020 1/16/2020 1/30/2020 2/13/2020 2/27/2020 3/12/2020 3/26/2020 4/9/2020 4/23/2020 5/7/2020 5/21/2020 Wholesale Fuels Focused Companies Index Alerian MLP Index The Wholesale Fuels Focused Companies Index is an equal-weighted index comprised of the following entities: • CrossAmerica Partners LP (NYSE: CAPL) • Global Partners LP (NYSE: GLP) • Parkland Fuel Corporation (TSE: PKI) • Sunoco LP (NYSE: SUN) Source: Data as of 5/26/20 reflects daily dividend adjusted stock/unit prices provided by S&P Capital IQ Have a Question? Email Spencer at [email protected] 5 Industry Equity Returns Analysis RESILIENCY OF THE DER INDUSTRY VS S&P 500 60.00% 50.8% 48.7% 44.4% 40.00% 28.1% 26.4% 25.4% 24.0% 23.1% 24.1% 22.6% 20.1% 17.5% 21.5% 20.00% 16.2% 11.7% 9.6% 0.00% -6.00% -20.00% -22.1% -22.8% -25.3% -26.8% -33.8% -40.00% -43.3% -44.9% -60.00% Jan 95 - Mar 00 Mar 00 - Oct 02 Oct 02 - Oct 07 Oct 07 - Mar 09 Mar 09 - Feb 20 Feb 20 - Mar 20 Mar 20 - May 20 Jan 95 - Present Bull Market Bear Market Bull Market Bear Market Bull Market Bear Market Bull Market S&P 500 C-Store Index Wholesale Fuels Index (1) Data compares average annual compound return of indices. Returns for periods of less than one year are absolute for determining average annual compound return (2) To read more on the resiliency of the DER Industry: https://matrixcmg.com/wp-content/uploads/2020/04/Matrix-Capital-Markets-Perspective_April-2020.pdf Source: Data as of 5/26/20 reflects daily dividend adjusted stock/unit prices provided by S&P Capital IQ Have a Question? Email Spencer at [email protected] 6 Industry Equity Returns Analysis GROSS PROFIT ANALYSIS – BRANDED FUELS WHOLESALER 40.00% 20.00% 0.00% -20.00% -31.8% -31.9% -40.00% -53.6% -60.00% -80.00% -100.00% 1/6/2020 1/20/2020 2/3/2020 2/17/2020 3/2/2020 3/16/2020 3/30/2020 4/13/2020 4/27/2020 5/11/2020 5/25/2020 % Change in Margin % Change in Volumes Est. % Change in Gross Profit (1) Estimated % change in gross profit on CPG basis calculated by assuming wholesale contract terms of rack plus 1 CPG, with wholesaler also getting 1.25% prompt pay discount (2) Weekly cost of fuel data excludes Federal, State, and Local Taxes ; Source: Weekly national average cost and motor fuels volume data from OPIS Have a Question? Email Spencer at [email protected] 7 DISCUSSION TOPICS I Industry Equity Returns Analysis 2 II M&A Activity Update 8 Have a Question? Email Spencer at [email protected] 8 M&A Activity Update FACTORS DRIVING CONSOLIDATION IN THE C&G MARKET The consolidation of the petroleum marketing and convenience store industry is accelerating, primarily due to: Factors that are likely permanent: Industry maturity Continued expansion by highly recognized c-store chains, including with larger format NTIs Expenses increasing faster than gross profits is putting pressure on operators Continuing need to reduce product acquisition costs and spread overhead across a wider base The needs of existing and soon-to-be public companies to grow revenues and cash flow Cost of capital differences between smaller and larger operators Generational issues (i.e. no potential or desired transition to next generation of family) Factors that are subject to change: Historically low tax rates and favorable accelerated depreciation tax rules . CARES Act added a five-year carryback period for net operating losses (NOLs) incurred in 2018, 2019 and 2020 and repealed the 80% limitation that existed for those NOLs . CARES Act increases the limitation on the deductibility of interest expense from 30% to 50% for tax years beginning in 2019 and 2020 Potentially constrained fuel volumes for immediate future further accentuates need for acquisitions to grow Low interest rates for well-capitalized companies and low overall cost of capital Strong interest in the industry by private equity funds and international companies Capital availability across the full capital stack for resilient industries and healthy companies Ability to sell with strong performance over last few years, especially retail fuel margins Have a Question? Email Spencer at [email protected] 9 M&A Activity Update M&A ACTIVITY BY YEAR Criteria for transactions included in tables below . Transaction has closed and included at least 10 convenience stores or 25 supply accounts, with majority in U.S. Convenience stores and/or fuels distribution business was substantial component of transaction . Sale/leaseback transactions not included . Private equity buyer type only the case for platform acquisition; considered strategic buyer acquirer for add-ons There were 50 unique buyers for the 77 transactions in 2018 and 2019 Buyer Company Type: 2012 2013 2014 2015 2016 2017 2018 2019 Totals Private Company 14 10 14 9 17 13 27 19 123 Public Corporation 14 9 7 17 6 9 13 6 81 Master Limited Partnership 6 4 8 6 6 3 6 1 40 Private Equity Fund 0 1 1 1 4 0 2 3 12 Totals 34 24 30 33 33 25 48 29 256 60 50 2 6 40 1 13 8 Year Average 30 6 1 4 6 3 8 6 1 1 3 6 20 14 4 6 7 17 9 9 27 10 17 19 14 14 13 10 9 0 2012 2013 2014 2015 2016 2017 2018 2019 Private Company Public Corporation Master Limited Partnership Private Equity Fund Have a Question? Email Spencer at [email protected] 10 M&A Activity Update M&A ACTIVITY YEAR-TO-DATE COMPARISONS 10 closed M&A transactions for fuels distribution, petroleum marketing and convenience store businesses through May 15, 2020 is equal to the historical average of last 8 years Fuels Distribution and Convenience Store Industry Transactions Completed Prior to May 15th: 16 3 2 12 2 1 2 1 9 Year Average 4 2 3 3 1 8 1 5 1 4 10 4 8 1 8 6 6 3 4 4 5 0 1 2012 2013 2014 2015 2016 2017 2018 2019 2020 Private Company Public Corporation Master Limited Partnership Private Equity Fund Have a Question? Email Spencer at [email protected] 11 M&A Activity Update ALL INDUSTRIES – U.S. M&A ACTIVITY Closed M&A transactions in all industries in the U.S. in 1Q 2020 were at lowest volume since Q2 2013 Quarterly Domestic Deal Volume – All Industries 3,500 3,000 2,500 2,000 1,500 1,000 500 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source: Pitchbook Q1 2020 North American M&A Report Have a Question? Email Spencer at [email protected] 12 M&A Activity Update RECENT M&A TRANSACTIONS Closing Date Buyer Seller Primary Business 4/23/2020 Refuel LLC Double Quick, Inc.