EX-99.2 3 quickchekinvestorpresent.htm EX-99.2 SUPPLEMENTAL PRESENTATION quickchekinvestorpresent
Murphy USA Inc. 1 Supplemental Presentation: Agreement to Acquire QuickChek December 2020


 
Murphy USA Inc. 2 Safe Harbor and Non-GAAP Disclosure Christian Pikul, CFA Vice President of Investor Relations and FP&A Christian.pikul@murphyusa.com This presentation contains forward-looking statements. These statements, which express management’s current views concerning future events or results, are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, our ability to consummate our acquisition of QuickChek on the stated terms or at all; our ability to realize projected synergies from the acquisition of QuickChek and successfully expand our food and beverage offerings; our ability to finance the acquisition of QuickChek on acceptable terms; the volatility and level of crude oil and gasoline prices, the pace and success of our expansion plan, our relationship with Walmart, political and regulatory uncertainty, uncontrollable natural hazards, and adverse market conditions or tax consequences, among other things. For further discussion of these factors, see “Forward-Looking Statements” and “Risk Factors” in Murphy USA’s latest periodic reports on Forms 10-Q and 10-K filed with the SEC. Murphy USA undertakes no duty to publicly update or revise any forward-looking statements. The Murphy USA financial information in this presentation is derived from the audited and unaudited consolidated financial statements of Murphy USA Inc. for the years ended December 31, 2019, 2018, 2017, 2016, and 2015. Please reference our most recent 10-K, 10-Q, and 8-K filings for the latest information. This presentation contains non-GAAP financial measures. We have provided a reconciliation of such non-GAAP financial measures to the most directly comparable measures prepared in accordance with U.S. GAAP in the Appendix to this presentation.


 
Murphy USA Inc. 3 Strategic Rationale • Murphy USA delivers a foundational element of its strategy with the acquisition of QuickChek – In its October 2020 capital allocation strategy update, MUSA stated it would consider targeted M&A to secure an at-scale food and beverage (F&B) capability to accelerate its capability building efforts in order to further enhance its attractive organic growth plan – MUSA recognized the challenges of both building such capabilities internally and successfully acquiring a target with truly industry leading performance • QuickChek fulfills our very high aspirations and positions MUSA well for the next chapter of growth – Secure one of the industry’s leading F&B C-store operators with a distinctive brand and customer value proposition as well as its own attractive growth pipeline – Transform MUSA’s existing organic growth plans in attractive markets while appropriately upgrading our existing F&B platforms across the network • This transformational and accretive transaction upholds our commitment to shareholders – Expected to create attractive run rate synergies from leveraging the best of both firms – Maintain future flexibility and sustain shareholder distributions • We are excited to join forces with an exceptional and highly engaged team at QuickChek who shares Murphy USA’s passion for delivering excellence every day to all our stakeholders


 
Murphy USA Inc. 4 Overview • Murphy USA Inc. to acquire QuickChek ̶ 157 locations across New Jersey and New York ̶ LTM October 2020E EBITDA of $47M Purchase Price • $645M in all-cash transaction • $625M net value adjusting for tax benefits valued at $20M Synergies • Expect $28M in synergies achieved in three years Transaction EBITDA Multiple • Expected net value, pre-synergy: 13.2x • Expected net value, post-synergy: 8.3x Closing • Expected in Q1 2021 EPS Accretion • Expected to be accretive to FY 2022E EPS (first calendar year of operations post-close) Financing • Expected to be financed through a combination of cash on hand, existing credit facilities and new debt • Pro forma total leverage of 2.2x excluding synergies Transaction Overview Note: See appendix for Adjusted EBITDA reconciliation.


 
Murphy USA Inc. 5 QuickChek Overview • Founded in 1967 as an extension of Durling Farms, a door- to-door milk and fresh dairy products delivery service that originally opened in 1888 • 157 well-positioned convenience stores in central and northern NJ and the NY metro area • Widely recognized for its award-winning fresh food offerings and coffee program • All new locations have fuel stations and offer an extensive display of freshly-made QuickChek grab-and-go food market items • Owns 10% of real estate with an average store size of ~5,500 sq. ft. $542M LTM Merchandise Sales 272M LTM Fuel Gallons Sold $47M LTM Adjusted EBITDA Note: QuickChek figures LTM as of 10/30/20 (unaudited); See appendix for Adjusted EBITDA reconciliation Key StatsCompany Overview Fuel 57% Non-Fuel 43% Fuel 34% Merchandise 66% Total Stores: 157 LTM Gross Profit Fuel vs. Non-Fuel Stores Gross Profit Mix


 
Murphy USA Inc. 6 QuickChek Merchandise Gross Profit Mix (FY’19) EMPHASIS ON FRESH AND PERSONALIZATION Commitment to Food Service Food & Beverage Menu Offering Merchandise Programs MACS & SNACKS ICED DRINKS SALADS & WRAPS BREAKFAST FRESH TO GO SOUPS FROZEN DRINKS HOT DRINKS FRESH BAKERY FRESH FRIES FOUNTAIN BEVERAGES SUBS & SANDWICHES NACS Average • Made-to-order breakfast items • Oven-toasted fresh QuickChek subs • Personalized hot and cold beverages exactly as customers want • Freshly prepared ready-to-go items, any time of day or night • Food warmers installed in every store • Testing new and seasonal products (recently launched new subs with 33% more meat) Merchandise Gross Profit Per Store Note: Casey’s, Couche-Tard and QuickChek LTM as of 111/19; Murphy USA and Speedway LTM as of 12/31/19. NACS average reflects annualized weighted average benchmark store, per month data per 2019 NACS State of the Industry. Couche-Tard represents U.S. figures. 34% 37% 15% 13% 1% Drinks + Foodservice = of Gross Profit 52% Grocery Foodservice Drinks BW&L Tobacco $ in thousands 60% 73% 74% 57% 52% 51% 37% Merchandise % of Total Gross Profit $1,396 $1,289 $674 $481 $475 $469 $282 Fuel Stores


 
Murphy USA Inc. 7 Innovation Drives Engagement What’s a Good NPS Score? (Per Retently) <0: 0 – 30: 30 – 70: >70: Needs Improvement Good Great Excellent ¹ ¹ L.E.K Consulting, “Evolving the Convenience Store”; September 2019. ¹ Market / OthersQSR/Coffee Peer C-Store Peer Food & Beverage Quality and Value Overall Satisfaction 5 = Very Satisfied, 1= Not At All 4.7 4.4 4.4 4.4 4.2 4.1 3.8 3.1 M a rk e t O th e rs Q S R # 1 Q S R # 2 Q S R # 3 C -S to re # 1 C -S to re # 2 Food & Beverage Quality and Value Likely to Recommend 10 = Definitely, 1= Definitely Not 8.7 8.4 7.8 7.8 7.0 5.8 M a rk e t O th e rs Q S R # 1 Q S R # 2 Q S R # 3 C -S to re #1 C -S to re #2 Demonstrated Customer Advocacy Source: Market study conducted by third-party (StudyLogic) as of Q1’20. Reflects North and South Jersey operating area with a sample size of 22,901 panelists. 8.3 8.2 Industry Leading Food and Beverage Program  First in the industry to introduce  Self-checkout in 69 stores today  Results in 35%+ greater throughput and effectively eliminating queuetimes SELF-CHECKOUT  Implemented in 2006  Improved order accuracy and engaged customers to upsize  Can customize and track ingredients TOUCHSCREENS  Mobile ordering available from 5AM to 10PM  Offers Power Perks (e.g., free coffee) and exclusive coupons  Provides real-time fuel data at all locations MOBILE APP  Recently launched in April 2020  Orders can be placed through mobile app  Drives higher average ticket amount versus typical mobile orders CURBSIDE  Recently launched in August 2020  Fully integrated into kitchen monitoring systems for efficiency  Onboarding Uber Eats and GrubHub soon DELIVERY 58% 33% 32% 28% 26% Drug Stores / Pharmacies C-StoresGrocery / Supermarkets QSRQuickChek


 
Murphy USA Inc. 8 3,548 2,979 1,965 1,710 1,365 1,070 771 Complementary Fuel Performance Existing MUSA Bulk Supply Resources Potential Bulk Supply Opportunity Note: Casey’s, Couche-Tard and QuickChek LTM as of 11/1/19; Murphy USA and Speedway LTM as of 12/31/19. NACS average reflects annualized benchmark store, per month data per 2019 NACS State of the Industry. Couche-Tard represents U.S. figures. QuickChek represents fuel stores only. Industry-Leading Fuel Volumes NACS Average Fuel Gallons per Store (in thousands) Fuel Supply Potential Murphy USA’s advanced supply capability can drive performance  Take advantage of Murphy Retail Pricing Excellence initiative while leveraging common pricing platforms  Integrate fuel supply and distribution procurement with common suppliers at greater scale  Create opportunities around NY Harbor bulk supply market with proprietary supply and trading skills along with Colonial Pipeline and Wholesale channel positions Leverage Murphy Capabilities


 
Murphy USA Inc. 9 Established Growth Food & Beverage Performance 29% 29% 29% 30% 30% 27% 53% 52% 52% 53% 52% 45% 2015 2016 2017 LTM2018 2019 % of Total Merchandise Sales % of Total Merchandise Gross Profit Store Growth 5 / (2) 8 / (4) 7 / (1) 8 / (3) 9 / (7) Stores Opened / (Closed) ¹ 1) 2015 values calculated using 2016-2019 actual Food & Beverage ramp Note: Compound growth measured between 2015 and 2019 and excludes any 2020 results Note: QuickChek LTM as of 10/30/20 (unaudited) 53 61 68 76 84 89 88 84 83 80 74 68 Current2016 158 2015 20182017 2019 141 145 151 156 157 +2.9% Fuel Non-Fuel Merchandise Sales $ in Millions $477 $540 $542 20162015 20192017 2018 LTM +3.1% 0.4% 185 298 272 2017 LTM2015 2016 20192018 +12.7% -8.7% Fuel Gallons In Millions Total Gross Profit $ in Millions 22% 19% 80% 20% 2015 78%81% 20182016 2017 $256 24% 76% 27% 73% 2019 33% 67% LTM $211 $221 $236 $281 $279+7.4% Fuel Merchandise


 
Murphy USA Inc. 10 Synergy Overview Synergy Type Direct Fuel Contribution • Retail Pricing Capabilities • S&D Contracting Scale Merchandise Margin • Tobacco Pricing Capabilities • Loyalty Program Incentives Operating Expense • Labor Modeling Practices • 3rd Party Contracting Scale Value Formula Impact Opportunity Areas Reverse $28M Expected 3-year Run Rate Other Fundamental Considerations Introduces brand extension / expansion options across portfolio De-risks and avoids costs of organic F&B capability- building investments Provides platform for accelerating enhanced organic growth Projected Synergies Merchandise Margin • NTI / R&R Platform Design • Portfolio Upgrade Corporate Costs • Enterprise Scale • Technology Integration


 
Murphy USA Inc. 11 Enhances Murphy USA’s Growth Profile QuickChek Note: QuickChek FYE ~10/31, Murphy USA FYE 12/31. Murphy USA 8 7 8 9 5 Up to 10 FY16 FY17 FY18 FY19 FY20 Planned Annual Additions • Established real estate team with proven ability to identify and develop profitable new stores in existing markets • Multi-year pipeline of stores under contract with further opportunities identified • Marketing and opening larger format stores • Reverse synergies lead to increased returns for existing / enhanced new store prototypes for NTIs and Raze & Rebuilds 67 45 26 17 25-27 Up to 50 FY16 FY17 FY18 FY19 FY20E Planned Annual Additions Historical and Future Store Plans QuickChek Large Format Development Capabilities


 
Murphy USA Inc. 12 Financial Impact Transaction Summary EBITDA Bridge ($M) + Note: QuickChek estimated LTM Adj. EBITDA as of 10/30/20 and Murphy USA LTM Adj. EBITDA as of 9/30/20; See appendix for Adjusted EBITDA reconciliation (1) Reflects purchase price net of expected tax benefits of $20M. (2) Reflects expected year 3 run-rate synergies. Tax Benefits • Expect $20M of tax benefits Synergies • Expect to deliver run-rate synergies of approximately $28M by year three EPS Impact • Expected to be accretive to FY 2022E EPS (first calendar year of operations post-close) Financing • Expected to be financed through a combination of cash on hand, existing credit facilities and new debt • Pro forma total leverage of 2.2x excluding synergies Timeline • Anticipated to close in the first quarter of 2021, subject to customary closing conditions and regulatory approvals $699 $773 $47 $28 Murphy USA Adj. EBITDA QuickChek Adj. EBITDA Year 3 Synergies Pro Forma Murphy USA Pro Forma Transaction EBITDA Multiple (1) 13.4x 8.4x (5.0x) Net Transaction EBITDA Multiple Year 3 Synergies PF Net Transaction EBITDA Multiple (2) (4.9x) 2 3


 
Murphy USA Inc. 13 Enhanced Value Creation EPS Growth Organic Growth Fuel Contribution Fuel Breakeven Shareholder Distributions • Accelerate build-out of QuickChek locations • Optimize MUSA format and consolidated capital expenditures Enhanced Levers Corporate Costs * + - MUSA Value Creation Drivers Strategy Build/Rebuild assets where we have a right to win • Enhance existing QuickChek profitability through MUSA scale and strengths • Increase food and beverage contribution across existing MUSA network • Align on future capability investments including technology platforms • Realize earnings accretion • Maintain balance sheet flexibility • Sustain shareholder distributions Increase productivity of existing stores through distinct capabilities Execute updated capital allocation strategy with discipline Transaction positions us for EPS growth with expected accretion


 
Murphy USA Inc. 14 Appendix


 
Murphy USA Inc. 15 Non-GAAP adjusted EBITDA reconciliation (fn) The above amounts are estimated based on preliminary data for QuickChek’s fiscal year ended October 30, 2020, and are subject to change based on the finalization of the financial statements for such fiscal year. (fn) (Millions of dollars) Murphy USA QuickChek LTM as of 9/30/20 LTM as of 10/30/20 Net Income $ 373 $ 8 Income taxes 118 3 Interest expense, net of interest income 50 5 Depreciation and amortization 158 29 EBITDA $ 698 $ 45 Net settlement proceeds $ - $ - Accretion of asset retirement obligations 2 - (Gain) loss on sale of assets (1) - Loss on early debt extinguishment - - Other nonoperating (income) expense 0 2 Adjusted EBITDA $ 699 $ 47