RICHMOND, Va., Aug. 07, 2023 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the quarter ended June 30, 2023.
Second Quarter 2023 Key Highlights1
- Net income for the quarter was $14.5 million, compared to $31.8 million in the prior year quarter, primarily due to an approximately $15 million increase in depreciation and amortization expenses in connection with recent acquisitions, and favorable fair-value adjustments in the prior year quarter.
- Adjusted EBITDA for the quarter was $86.2 million, an increase of $7.2 million, as compared to $79.0 million in the prior year quarter.
- Same store merchandise sales excluding cigarettes increased 3.8% for the quarter compared to the prior year period; same store merchandise sales increased 0.7% for the quarter compared to the prior year period.
- Merchandise gross profit contribution grew by $6.5 million for the quarter, or 5.0%, on a same store basis, as compared to the prior year period.
- Merchandise margin continued to increase by 150 basis points to 31.9% for the quarter compared to 30.4% in the prior year period.
- Total retail gallons increased 15.9% in Q2 2023 compared to Q2 2022, while volumes on a same store basis declined 2.6%.
Other Key Highlights
- On June 6, 2023, closed the acquisition of the retail, wholesale and fleet fueling assets of WTG Fuels Holdings, LLC (“WTG”), the owner of Uncle’s Convenience Stores and GASCARD fleet fueling operations (the “WTG Acquisition”).
- Currently available financing of more than $2 billion, including cash, lines of credit and Oak Street agreement.
- Renewal and increase of GPMP credit line to $800 million, extending maturity to 2028.
- Amended and extended the program agreement with Oak Street, a division of Blue Owl Capital (“Oak Street”), with capacity of up to $1.5 billion (in addition to the funding for the WTG Acquisition).
- Ended quarter with 1.48 million total enrolled fas REWARDS® members, representing a 10.5% increase in enrolled marketable members since the first quarter of 2023.
- On June 30, 2023, introduced a new Pride location in South Windsor, Connecticut, boasting almost 5,000 square feet, indoor and outdoor seating, and a drive through for even more convenience.
- Named for the second consecutive year to the 2023 Fortune 500 list, ranking 460th, moving up 38 places from 2022.
- ARKO Corp.’s Board of Directors increased the Company’s authorized share repurchase program from $50 million to $100 million.
- ARKO Corp.’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock to be paid on September 1, 2023, to stockholders of record as of August 15, 2023.
“I am very proud of the results and performance that the employees of our company were able to achieve this quarter,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “The team’s key focus is to improve our core convenience store operations through targeted initiatives, like increasing assortment and merchandising mix to give our customers the options and convenience they seek. We always strive to provide the best service and store experience for our customers. We are very pleased with the pace of integration and early results of recent acquisitions. ARKO’s results this quarter demonstrate that our organic initiatives and core M&A and integration capabilities help create long-term stockholder value.”
1 See Use of Non-GAAP Measures below.
Second Quarter 2023 Segment Highlights
Retail
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||
| (in thousands) | |||||||||||||||
| Fuel gallons sold | 293,584 | 253,243 | 542,490 | 492,801 | |||||||||||
| Same store fuel gallons sold decrease (%) 1 | (2.6 | %) | (10.6 | %) | (4.2 | %) | (7.1 | %) | |||||||
| Fuel margin, cents per gallon 2 | 39.7 | 41.3 | 37.7 | 39.4 | |||||||||||
| Merchandise revenue | $ | 484,561 | $ | 431,751 | $ | 884,849 | $ | 798,736 | |||||||
| Same store merchandise sales increase (decrease) (%) 1 | 0.7 | % | (2.7 | %) | 2.1 | % | (3.1 | %) | |||||||
| Same store merchandise sales excluding cigarettes increase (%) 1 | 3.8 | % | 1.4 | % | 5.6 | % | 0.8 | % | |||||||
| Merchandise contribution 3 | $ | 154,658 | $ | 131,364 | $ | 277,623 | $ | 239,556 | |||||||
| Merchandise margin 4 | 31.9 | % | 30.4 | % | 31.4 | % | 30.0 | % | |||||||
| 1 Same store is a common metric used in the convenience store industry. We consider a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure. | |||||||||||||||
| 2 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. | |||||||||||||||
| 3 Calculated as merchandise revenue less merchandise costs. | |||||||||||||||
| 4 Calculated as merchandise contribution divided by merchandise revenue. | |||||||||||||||
The table below shows financial information and certain key metrics of recent acquisitions in the Retail Segment that do not have comparable information for the prior periods.
| For the Three Months Ended June 30, 2023 | For the Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||
| Pride 1 | TEG 2 | Uncle’s (WTG) 3 | Total | Pride | TEG | Uncle’s (WTG) 3 | Total | ||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||
| Date of Acquisition: | Dec 6, 2022 | Mar 1, 2023 | Jun 6, 2023 | Dec 6, 2022 | Mar 1, 2023 | Jun 6, 2023 | |||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||
| Fuel revenue | $ | 71,388 | $ | 99,128 | $ | 6,098 | $ | 176,614 | $ | 139,425 | $ | 131,202 | $ | 6,098 | $ | 276,725 | |||||||||||||||
| Merchandise revenue | 15,629 | 39,381 | 2,846 | 57,856 | 29,143 | 52,324 | 2,846 | 84,313 | |||||||||||||||||||||||
| Other revenues, net | 1,397 | 1,322 | 54 | 2,773 | 2,784 | 1,731 | 54 | 4,569 | |||||||||||||||||||||||
| Total revenues | 88,414 | 139,831 | 8,998 | 237,243 | 171,352 | 185,257 | 8,998 | 365,607 | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||
| Fuel costs | 64,335 | 90,832 | 5,020 | 160,187 | 125,299 | 120,617 | 5,020 | 250,936 | |||||||||||||||||||||||
| Merchandise costs | 10,185 | 27,189 | 1,927 | 39,301 | 19,383 | 36,126 | 1,927 | 57,436 | |||||||||||||||||||||||
| Store operating expenses | 10,495 | 18,064 | 1,225 | 29,784 | 20,030 | 23,576 | 1,225 | 44,831 | |||||||||||||||||||||||
| Total operating expenses | 85,015 | 136,085 | 8,172 | 229,272 | 164,712 | 180,319 | 8,172 | 353,203 | |||||||||||||||||||||||
| Operating income | $ | 3,399 | $ | 3,746 | $ | 826 | $ | 7,971 | $ | 6,640 | $ | 4,938 | $ | 826 | $ | 12,404 | |||||||||||||||
| Fuel gallons sold | 19,387 | 30,165 | 1,714 | 51,266 | 37,278 | 40,057 | 1,714 | 79,049 | |||||||||||||||||||||||
| Merchandise contribution 4 | 5,444 | 12,192 | 919 | 18,555 | 9,760 | 16,198 | 919 | 26,877 | |||||||||||||||||||||||
| Merchandise margin 5 | 34.8 | % | 31.0 | % | 32.3 | % | 33.5 | % | 31.0 | % | 32.3 | % | |||||||||||||||||||
| 1 Acquisition of Pride Convenience Holdings, LLC (“Pride”) | |||||||||||||||||||||||||||||||
| 2 Acquisition from Transit Energy Group and affiliates (“TEG”); includes only the retail stores acquired in the TEG acquisition. | |||||||||||||||||||||||||||||||
| 3 Includes only the retail stores acquired in the WTG acquisition. | |||||||||||||||||||||||||||||||
| 4 Calculated as merchandise revenue less merchandise costs. | |||||||||||||||||||||||||||||||
| 5 Calculated as merchandise contribution divided by merchandise revenue. | |||||||||||||||||||||||||||||||
For the second quarter, retail fuel profitability (excluding intercompany charges by the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”)) increased approximately $11.9 million to $116.6 million compared to the prior year period, with resilient fuel margin capture of 39.7 cents per gallon, which decreased 1.6 cents per gallon for the second quarter of 2023 compared to the prior year period. Same store fuel profit was $97.5 million (excluding intercompany charges by GPMP), compared to $102.7 million for the prior year quarter. This decrease in same store fuel profit was fully offset by approximately $19.0 million incremental fuel profit from recent acquisitions.
Same store merchandise sales excluding cigarettes increased 3.8% for the quarter compared to the second quarter of 2022. Same store merchandise sales increased 0.7% compared to the prior year period, primarily due to higher revenue from the Company’s six core destination categories (packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer), other tobacco products and franchises as a result of marketing initiatives, including expanded category assortments, new franchise food offerings and investments in coolers and freezers, which was partially offset by lower revenue from cigarettes. Total merchandise contribution for the quarter increased $23.3 million, or 17.7%, compared to the second quarter of 2022, with merchandise margin increasing 150 basis points, to 31.9% from 30.4% in the second quarter of 2022, primarily due to higher contribution from the Company’s six core destination categories and franchises. The increase in merchandise contribution was due to $18.6 million from recent acquisitions, and an increase at same stores of $6.5 million.
Wholesale
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||
| (in thousands) | |||||||||||||||
| Fuel gallons sold – fuel supply locations | 213,136 | 193,164 | 395,563 | 374,105 | |||||||||||
| Fuel gallons sold – consignment agent locations | 44,534 | 37,996 | 82,496 | 73,993 | |||||||||||
| Fuel margin, cents per gallon1 – fuel supply locations | 5.9 | 7.2 | 6.0 | 7.1 | |||||||||||
| Fuel margin, cents per gallon1 – consignment agent locations | 25.3 | 32.3 | 25.8 | 30.7 | |||||||||||
| 1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. | |||||||||||||||
The table below shows financial information and certain key metrics of recent acquisitions in the Wholesale Segment that do not have comparable information for the prior periods.
| For the Three Months Ended June 30, 2023 | For the Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||
| Quarles 1 | TEG 2 | WTG 3 | Total | Quarles 1 | TEG 2 | WTG 3 | Total | ||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||
| Date of Acquisition: | Jul 22, 2022 | Mar 1, 2023 | Jun 6, 2023 | Jul 22, 2022 | Mar 1, 2023 | Jun 6, 2023 | |||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||
| Fuel revenue | $ | 19,564 | $ | 93,660 | $ | 648 | $ | 113,872 | $ | 37,327 | $ | 122,054 | $ | 648 | $ | 160,029 | |||||||||||||||
| Other revenues, net | 310 | 667 | 1 | 978 | 588 | 854 | 1 | 1,443 | |||||||||||||||||||||||
| Total revenues | 19,874 | 94,327 | 649 | 114,850 | 37,915 | 122,908 | 649 | 161,472 | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||
| Fuel costs | 18,912 | 92,267 | 622 | 111,801 | 36,064 | 119,779 | 622 | 156,465 | |||||||||||||||||||||||
| Store operating expenses | 488 | 850 | 17 | 1,355 | 937 | 1,094 | 17 | 2,048 | |||||||||||||||||||||||
| Total operating expenses | 19,400 | 93,117 | 639 | 113,156 | 37,001 | 120,873 | 639 | 158,513 | |||||||||||||||||||||||
| Operating income | $ | 474 | $ | 1,210 | $ | 10 | $ | 1,694 | $ | 914 | $ | 2,035 | $ | 10 | $ | 2,959 | |||||||||||||||
| Fuel gallons sold | 5,936 | 35,508 | 218 | 41,662 | 11,443 | 45,987 | 218 | 57,648 | |||||||||||||||||||||||
| 1 Acquisition from Quarles Petroleum, Incorporated (“Quarles”); includes only the wholesale business acquired in the Quarles acquisition. | |||||||||||||||||||||||||||||||
| 2 Includes only the wholesale business acquired in the TEG acquisition. | |||||||||||||||||||||||||||||||
| 3 Includes only the wholesale business acquired in the WTG acquisition. | |||||||||||||||||||||||||||||||
Wholesale fuel contribution (excluding intercompany charges by GPMP) decreased by approximately $2.5 million for the quarter.
Fuel contribution from fuel supply locations (excluding intercompany charges by GPMP) decreased by $1.5 million for the quarter, primarily due to decreased prompt pay discounts related to lower fuel costs and lower volumes at legacy wholesale sites, which was partially offset by the contribution from recent acquisitions.
Fuel contribution from consignment agent locations (excluding intercompany charges by GPMP) decreased approximately $1.0 million for the quarter, primarily due to lower rack-to-retail margins and decreased prompt pay discounts related to lower fuel costs, which was partially offset by the contribution from recent acquisitions.
Fleet Fueling
The fleet fueling segment reflects a commencement of operations of such segment on July 22, 2022.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||
| 2023 | 2023 | ||||||
| (in thousands) | |||||||
| Fuel gallons sold – proprietary cardlock locations | 32,417 | 63,433 | |||||
| Fuel gallons sold – third-party cardlock locations | 2,036 | 3,646 | |||||
| Fuel margin, cents per gallon1 – proprietary cardlock locations | 43.9 | 44.2 | |||||
| Fuel margin, cents per gallon1 – third-party cardlock locations | 7.7 | 4.9 | |||||
| 1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed fee charged by GPMP to sites in the fleet fueling segment. | |||||||
The table below shows financial information and certain key metrics of recent acquisitions in the Fleet Fueling Segment that do not have comparable information for the prior periods.
| For the Three Months Ended June 30, 2023 | For the Six Months Ended June 30, 2023 | ||||||||||||||||||||||
| Quarles 1 | WTG 2 | Total | Quarles 1 | WTG 2 | Total | ||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Date of Acquisition: | Jul 22, 2022 | Jun 6, 2023 | Jul 22, 2022 | Jun 6, 2023 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Fuel revenue | $ | 115,986 | $ | 5,160 | $ | 121,146 | $ | 243,480 | $ | 5,160 | $ | 248,640 | |||||||||||
| Other revenues, net | 1,640 | 36 | 1,676 | 2,591 | 36 | 2,627 | |||||||||||||||||
| Total revenues | 117,626 | 5,196 | 122,822 | 246,071 | 5,196 | 251,267 | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Fuel costs | 104,063 | 4,372 | 108,435 | 219,294 | 4,372 | 223,666 | |||||||||||||||||
| Store operating expenses | 4,915 | 128 | 5,043 | 9,705 | 128 | 9,833 | |||||||||||||||||
| Total operating expenses | 108,978 | 4,500 | 113,478 | 228,999 | 4,500 | 233,499 | |||||||||||||||||
| Operating income | $ | 8,648 | $ | 696 | $ | 9,344 | $ | 17,072 | $ | 696 | $ | 17,768 | |||||||||||
| Fuel gallons sold | 32,988 | 1,465 | 34,453 | 65,614 | 1,465 | 67,079 | |||||||||||||||||
| 1 Includes only the fleet fueling business acquired in the Quarles acquisition. | |||||||||||||||||||||||
| 2 Includes only the fleet fueling business acquired in the WTG acquisition. | |||||||||||||||||||||||
The Company recognized strong cash flow from the fleet fueling segment during the quarter. Fuel profitability (excluding intercompany charges by GPMP) was approximately $14.4 million for the quarter.
Store Operating Expenses
For the second quarter of 2023, convenience store operating expenses increased $29.5 million, or 17.5% as compared to the prior year period, primarily due to $29.8 million of expenses related to recent acquisitions and an increase of $3.2 million in expenses at same stores, mainly driven by $4.2 million, or 6.5% as compared to the prior year period, of higher personnel costs. The increase in store operating expenses was partially offset by underperforming retail stores that the Company closed or converted to dealer locations.
Long-Term Growth Strategy Updates
Credit Line Increase and Renewal
On May 5, 2023, GPMP renewed and extended its revolving credit facility with a syndicate of banks led by Capital One, National Association. The credit line was increased to $800 million, and its maturity was extended to May 2028.
Extension of Oak Street Program Agreement
On May 2, 2023, the Company and affiliates of Oak Street, entered into a third amendment to the Program Agreement, which, among other things, extended the term of the Program Agreement and the exclusivity period thereunder through September 30, 2024, and provides for up to $1.5 billion of capacity under the Program Agreement from the date of such amendment through September 30, 2024, not including the funding for the WTG Acquisition.
Acquisitions
On June 6, 2023, the Company closed on its acquisition of the assets of WTG, which, at closing, operated 24 company-operated Uncle’s convenience stores across western Texas. As part of this acquisition, the Company also acquired WTG’s GASCARD-branded fleet fueling network, including 68 proprietary fleet fueling cardlock sites strategically located in large industrial areas in Western Texas and Southeastern New Mexico and 43 private cardlock sites. The WTG Acquisition included three land parcels and nine independent dealer locations.
Liquidity and Capital Expenditures
As of June 30, 2023, the Company’s total liquidity was approximately $822 million, consisting of cash and cash equivalents of approximately $220 million and approximately $602 million of availability under lines of credit. Outstanding debt was $824 million, resulting in net debt, excluding financing leases, of approximately $604 million. Capital expenditures were approximately $26.7 million for the quarter.
Quarterly Dividend and Share Repurchase Program
The Company’s ability to return cash to its stockholders through its cash dividend program and share repurchase program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and financial position.
The Company’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock, to be paid on September 1, 2023, to stockholders of record as of August 15, 2023.
On May 16, 2023, the Company’s Board of Directors increased the Company’s previously authorized share repurchase program from $50 million to $100 million. During the quarter, the Company repurchased approximately 1.5 million shares of common stock under the repurchase program for approximately $11.2 million, or an average share price of $7.55. There is approximately $49 million remaining under the expanded share repurchase program as of June 30, 2023.
Company-Operated Retail Store Count and Segment Update
The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| Retail Segment | 2023 | 2022 | 2023 | 2022 | |||||||||||
| Number of sites at beginning of period | 1,531 | 1,396 | 1,404 | 1,406 | |||||||||||
| Acquired sites | 24 | — | 159 | — | |||||||||||
| Newly opened or reopened sites | 2 | — | 3 | — | |||||||||||
| Company-controlled sites converted to | |||||||||||||||
| consignment or fuel supply locations, net | (6 | ) | (1 | ) | (11 | ) | (7 | ) | |||||||
| Closed, relocated or divested sites | (4 | ) | (7 | ) | (8 | ) | (11 | ) | |||||||
| Number of sites at end of period | 1,547 | 1,388 | 1,547 | 1,388 | |||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| Wholesale Segment 1 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| Number of sites at beginning of period 2 | 1,841 | 1,625 | 1,674 | 1,628 | |||||||||||
| Acquired sites 2 | 9 | — | 190 | — | |||||||||||
| Newly opened or reopened sites 3 | 17 | 21 | 24 | 40 | |||||||||||
| Consignment or fuel supply locations | |||||||||||||||
| converted from Company-controlled sites, net | 6 | 1 | 11 | 7 | |||||||||||
| Closed, relocated or divested sites | (49 | ) | (27 | ) | (75 | ) | (55 | ) | |||||||
| Number of sites at end of period | 1,824 | 1,620 | 1,824 | 1,620 | |||||||||||
| 1 Excludes bulk and spot purchasers. | |||||||||||||||
| 2 As part of our review of the initial accounting for the TEG Acquisition, we have adjusted the number of acquired sites to exclude 11 spot purchasers acquired, consistent with our historical methodology. There was no impact on our previously reported gallons sold or financial results. | |||||||||||||||
| 3 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date. | |||||||||||||||
| For the Three and Six Months Ended June 30, | |||
| Fleet Fueling Segment | 2023 | ||
| Number of sites at beginning of period | 183 | ||
| Acquired sites | 111 | ||
| Closed, relocated or divested sites | (1 | ) | |
| Number of sites at end of period | 293 | ||
Conference Call and Webcast Details
The Company will host a conference call to discuss these results at 10:00 a.m. Eastern Time on August 8, 2023. Investors and analysts interested in participating in the live call can dial 877-605-1792 or 201-689-8728.
A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days.
About ARKO Corp.
ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, our highly recognizable family of community brands offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. Our high value fas REWARDS® loyalty program offers exclusive savings on merchandise and gas. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites; and fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.
Forward-Looking Statements
This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.
Use of Non-GAAP Measures
The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. The Company believes that this information provides greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).
The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, other non-cash items, and other unusual or non-recurring charges. Each of EBITDA and Adjusted EBITDA is a non-GAAP financial measure.
The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.
EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Because non-GAAP financial measures are not standardized, same store measures, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.
| Condensed consolidated statements of operations | |||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||
| (in thousands) | |||||||||||||||
| Revenues: | |||||||||||||||
| Fuel revenue | $ | 1,957,100 | $ | 2,085,854 | $ | 3,618,764 | $ | 3,669,380 | |||||||
| Merchandise revenue | 484,561 | 431,751 | 884,849 | 798,736 | |||||||||||
| Other revenues, net | 27,480 | 22,658 | 53,904 | 44,958 | |||||||||||
| Total revenues | 2,469,141 | 2,540,263 | 4,557,517 | 4,513,074 | |||||||||||
| Operating expenses: | |||||||||||||||
| Fuel costs | 1,801,103 | 1,955,019 | 3,338,985 | 3,425,668 | |||||||||||
| Merchandise costs | 329,903 | 300,387 | 607,226 | 559,180 | |||||||||||
| Store operating expenses | 218,002 | 178,077 | 410,685 | 344,615 | |||||||||||
| General and administrative expenses | 42,660 | 32,956 | 83,076 | 64,741 | |||||||||||
| Depreciation and amortization | 32,837 | 24,353 | 61,236 | 48,989 | |||||||||||
| Total operating expenses | 2,424,505 | 2,490,792 | 4,501,208 | 4,443,193 | |||||||||||
| Other expenses, net | 4,956 | 1,197 | 7,676 | 2,318 | |||||||||||
| Operating income | 39,680 | 48,274 | 48,633 | 67,563 | |||||||||||
| Interest and other financial income | 2,428 | 8,997 | 9,630 | 6,710 | |||||||||||
| Interest and other financial expenses | (22,588 | ) | (16,336 | ) | (43,392 | ) | (30,024 | ) | |||||||
| Income before income taxes | 19,520 | 40,935 | 14,871 | 44,249 | |||||||||||
| Income tax expense | (5,014 | ) | (9,157 | ) | (2,856 | ) | (10,162 | ) | |||||||
| (Loss) income from equity investment | (27 | ) | 28 | (63 | ) | 37 | |||||||||
| Net income | $ | 14,479 | $ | 31,806 | $ | 11,952 | $ | 34,124 | |||||||
| Less: Net income attributable to non-controlling interests | 48 | 52 | 101 | 131 | |||||||||||
| Net income attributable to ARKO Corp. | $ | 14,431 | $ | 31,754 | $ | 11,851 | $ | 33,993 | |||||||
| Series A redeemable preferred stock dividends | (1,434 | ) | (1,434 | ) | (2,852 | ) | (2,852 | ) | |||||||
| Net income attributable to common shareholders | $ | 12,997 | $ | 30,320 | $ | 8,999 | $ | 31,141 | |||||||
| Net income per share attributable to common shareholders - basic | $ | 0.11 | $ | 0.25 | $ | 0.07 | $ | 0.25 | |||||||
| Net income per share attributable to common shareholders - diluted | $ | 0.11 | $ | 0.24 | $ | 0.07 | $ | 0.25 | |||||||
| Weighted average shares outstanding: | |||||||||||||||
| Basic | 119,893 | 121,529 | 120,073 | 122,909 | |||||||||||
| Diluted | 121,280 | 130,558 | 120,767 | 123,245 | |||||||||||
| Condensed consolidated balance sheets | |||||||
| June 30, 2023 | December 31, 2022 | ||||||
| (in thousands) | |||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 220,142 | $ | 298,529 | |||
| Restricted cash | 15,136 | 18,240 | |||||
| Short-term investments | 3,319 | 2,400 | |||||
| Trade receivables, net | 135,663 | 118,140 | |||||
| Inventory | 256,116 | 221,951 | |||||
| Other current assets | 101,435 | 87,873 | |||||
| Total current assets | 731,811 | 747,133 | |||||
| Non-current assets: | |||||||
| Property and equipment, net | 748,697 | 645,809 | |||||
| Right-of-use assets under operating leases | 1,418,902 | 1,203,188 | |||||
| Right-of-use assets under financing leases, net | 174,221 | 182,113 | |||||
| Goodwill | 277,795 | 217,297 | |||||
| Intangible assets, net | 219,598 | 197,123 | |||||
| Equity investment | 2,861 | 2,924 | |||||
| Deferred tax asset | 57,007 | 22,728 | |||||
| Other non-current assets | 40,565 | 36,855 | |||||
| Total assets | $ | 3,671,457 | $ | 3,255,170 | |||
| Liabilities | |||||||
| Current liabilities: | |||||||
| Long-term debt, current portion | $ | 13,369 | $ | 11,944 | |||
| Accounts payable | 233,459 | 217,370 | |||||
| Other current liabilities | 166,056 | 154,097 | |||||
| Operating leases, current portion | 63,811 | 57,563 | |||||
| Financing leases, current portion | 4,916 | 5,457 | |||||
| Total current liabilities | 481,611 | 446,431 | |||||
| Non-current liabilities: | |||||||
| Long-term debt, net | 810,302 | 740,043 | |||||
| Asset retirement obligation | 79,837 | 64,909 | |||||
| Operating leases | 1,422,736 | 1,218,045 | |||||
| Financing leases | 223,871 | 225,907 | |||||
| Other non-current liabilities | 275,584 | 178,945 | |||||
| Total liabilities | 3,293,941 | 2,874,280 | |||||
| Series A redeemable preferred stock | 100,000 | 100,000 | |||||
| Shareholders’ equity: | |||||||
| Common stock | 12 | 12 | |||||
| Treasury stock | (53,804 | ) | (40,042 | ) | |||
| Additional paid-in capital | 238,617 | 229,995 | |||||
| Accumulated other comprehensive income | 9,119 | 9,119 | |||||
| Retained earnings | 83,533 | 81,750 | |||||
| Total shareholders’ equity | 277,477 | 280,834 | |||||
| Non-controlling interest | 39 | 56 | |||||
| Total equity | 277,516 | 280,890 | |||||
| Total liabilities, redeemable preferred stock and equity | $ | 3,671,457 | $ | 3,255,170 | |||
| Condensed consolidated statements of cash flows | |||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||
| (in thousands) | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income | $ | 14,479 | $ | 31,806 | $ | 11,952 | $ | 34,124 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||
| Depreciation and amortization | 32,837 | 24,353 | 61,236 | 48,989 | |||||||||||
| Deferred income taxes | (3,885 | ) | 5,248 | (14,115 | ) | 2,671 | |||||||||
| Loss on disposal of assets and impairment charges | 2,991 | 1,207 | 3,278 | 1,971 | |||||||||||
| Foreign currency loss | 24 | 191 | 58 | 228 | |||||||||||
| Amortization of deferred financing costs and debt discount | 621 | 628 | 1,213 | 1,262 | |||||||||||
| Amortization of deferred income | (2,069 | ) | (2,214 | ) | (3,929 | ) | (5,292 | ) | |||||||
| Accretion of asset retirement obligation | 627 | 420 | 1,118 | 829 | |||||||||||
| Non-cash rent | 3,760 | 1,791 | 6,558 | 3,737 | |||||||||||
| Charges to allowance for credit losses | 290 | 216 | 573 | 351 | |||||||||||
| Loss (income) from equity investment | 27 | (28 | ) | 63 | (37 | ) | |||||||||
| Share-based compensation | 4,555 | 3,108 | 8,624 | 5,882 | |||||||||||
| Fair value adjustment of financial assets and liabilities | (1,020 | ) | (7,799 | ) | (5,248 | ) | (6,590 | ) | |||||||
| Other operating activities, net | 647 | 584 | 976 | 707 | |||||||||||
| Changes in assets and liabilities: | |||||||||||||||
| Increase in trade receivables | (6,991 | ) | (18,605 | ) | (18,173 | ) | (31,491 | ) | |||||||
| Increase in inventory | (5,363 | ) | (14,629 | ) | (8,208 | ) | (35,947 | ) | |||||||
| (Increase) decrease in other assets | (14,510 | ) | (10,608 | ) | (10,965 | ) | 7,607 | ||||||||
| Increase in accounts payable | 8,640 | 26,230 | 14,580 | 46,407 | |||||||||||
| Decrease in other current liabilities | (7,524 | ) | (6,763 | ) | (7,651 | ) | (11,324 | ) | |||||||
| (Decrease) increase in asset retirement obligation | (21 | ) | — | 46 | (34 | ) | |||||||||
| Increase in non-current liabilities | 1,988 | 6,964 | 4,000 | 8,112 | |||||||||||
| Net cash provided by operating activities | 30,103 | 42,100 | 45,986 | 72,162 | |||||||||||
| Cash flows from investing activities: | |||||||||||||||
| Purchase of property and equipment | (26,658 | ) | (24,501 | ) | (50,038 | ) | (45,168 | ) | |||||||
| Purchase of intangible assets | (35 | ) | (125 | ) | (35 | ) | (125 | ) | |||||||
| Proceeds from sale of property and equipment | 88,049 | 328 | 296,485 | 7,261 | |||||||||||
| Prepayment for business acquisition | — | — | — | (5,000 | ) | ||||||||||
| Business acquisitions, net of cash | (143,294 | ) | (107 | ) | (481,636 | ) | (6,853 | ) | |||||||
| Decrease in investments, net | — | 25,491 | — | 27,109 | |||||||||||
| Repayment of loans to equity investment | — | 174 | — | 174 | |||||||||||
| Net cash (used in) provided by investing activities | (81,938 | ) | 1,260 | (235,224 | ) | (22,602 | ) | ||||||||
| Cash flows from financing activities: | |||||||||||||||
| Receipt of long-term debt, net | 19,233 | — | 74,233 | — | |||||||||||
| Repayment of debt | (4,919 | ) | (2,936 | ) | (10,511 | ) | (6,093 | ) | |||||||
| Principal payments on financing leases | (1,494 | ) | (1,652 | ) | (2,912 | ) | (3,304 | ) | |||||||
| Proceeds from sale-leaseback | 28,793 | — | 80,397 | — | |||||||||||
| Payment of Additional Consideration | — | (2,085 | ) | — | (2,085 | ) | |||||||||
| Payment of Ares Put Option | (9,808 | ) | — | (9,808 | ) | — | |||||||||
| Common stock repurchased | (11,253 | ) | (26,954 | ) | (13,563 | ) | (40,038 | ) | |||||||
| Dividends paid on common stock | (3,607 | ) | (2,415 | ) | (7,216 | ) | (4,889 | ) | |||||||
| Dividends paid on redeemable preferred stock | (1,434 | ) | (1,434 | ) | (2,852 | ) | (2,852 | ) | |||||||
| Distributions to non-controlling interests | — | (60 | ) | — | (120 | ) | |||||||||
| Net cash provided by (used in) financing activities | 15,511 | (37,536 | ) | 107,768 | (59,381 | ) | |||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (36,324 | ) | 5,824 | (81,470 | ) | (9,821 | ) | ||||||||
| Effect of exchange rate on cash and cash equivalents and restricted cash | — | (105 | ) | (21 | ) | (121 | ) | ||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 271,602 | 256,882 | 316,769 | 272,543 | |||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 235,278 | $ | 262,601 | $ | 235,278 | $ | 262,601 | |||||||
| Reconciliation of EBITDA and Adjusted EBITDA | |||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||
| (in thousands) | |||||||||||||||
| Net income | $ | 14,479 | $ | 31,806 | $ | 11,952 | $ | 34,124 | |||||||
| Interest and other financing expenses, net | 20,160 | 7,339 | 33,762 | 23,314 | |||||||||||
| Income tax expense | 5,014 | 9,157 | 2,856 | 10,162 | |||||||||||
| Depreciation and amortization | 32,837 | 24,353 | 61,236 | 48,989 | |||||||||||
| EBITDA | 72,490 | 72,655 | 109,806 | 116,589 | |||||||||||
| Non-cash rent expense (a) | 3,760 | 1,791 | 6,558 | 3,737 | |||||||||||
| Acquisition costs (b) | 3,277 | 823 | 6,853 | 1,504 | |||||||||||
| Loss on disposal of assets and impairment charges (c) | 2,991 | 1,207 | 3,278 | 1,971 | |||||||||||
| Share-based compensation expense (d) | 4,555 | 3,108 | 8,624 | 5,882 | |||||||||||
| Loss (income) from equity investment (e) | 27 | (28 | ) | 63 | (37 | ) | |||||||||
| Adjustment to contingent consideration (f) | (922 | ) | (526 | ) | (1,624 | ) | (526 | ) | |||||||
| Other (g) | 64 | 15 | 168 | 33 | |||||||||||
| Adjusted EBITDA | $ | 86,242 | $ | 79,045 | $ | 133,726 | $ | 129,153 | |||||||
| (a) Eliminates the non-cash portion of rent, which reflects the extent to which our GAAP rent expense recognized exceeds (or is less than) our cash rent payments. The GAAP rent expense adjustment can vary depending on the terms of our lease portfolio, which has been impacted by our recent acquisitions. For newer leases, our rent expense recognized typically exceeds our cash rent payments, while for more mature leases, rent expense recognized is typically less than our cash rent payments. | |||||||||||||||
| (b) Eliminates costs incurred that are directly attributable to historical business acquisitions and salaries of employees whose primary job function is to execute our acquisition strategy and facilitate integration of acquired operations. | |||||||||||||||
| (c) Eliminates the non-cash loss (gain) from the sale of property and equipment, the loss (gain) recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites. | |||||||||||||||
| (d) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate our employees, certain non-employees and members of the Board. | |||||||||||||||
| (e) Eliminates our share of loss (income) attributable to our unconsolidated equity investment. | |||||||||||||||
| (f) Eliminates fair value adjustments to the contingent consideration owed to the seller for the 2020 acquisition of Empire. | |||||||||||||||
| (g) Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance. | |||||||||||||||
