ARKO Reports Record Revenues and Profitability in 2021

Declares Quarterly Dividend and Stock Repurchase Program

Net Income of $12.9 million for Fourth Quarter and $59.4 million for Full Year 2021

Adjusted EBITDA, Net of Incremental Bonuses, Increases 43.8% to $58.4 million for Fourth Quarter and 39.9% to $256.6 million for Full Year 2021

RICHMOND, Va., Feb. 23, 2022 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), one of the largest convenience store operators and fuel wholesalers in the United States, today announced financial results for the fourth quarter and full year ended December 31, 2021.

Fourth Quarter and Full Year 2021 Key Highlights*

  • Acquired 36 Handy Mart company-operated convenience stores and gas stations in North Carolina; Continued growth with 1,406 convenience stores in unique community of brands and 1,628 wholesale sites
  • Operating income was $28.4 million for the quarter, an increase of 234.7% compared to $8.5 million for the prior year period, and $142.1 million for the year, an increase of 76.9% compared to $80.3 million for the prior year
  • Net income for the quarter was $12.9 million, compared to a loss of $6.2 million for the prior year period, and net income for the year was $59.4 million, compared to net income of $30.6 million for the prior year
  • Adjusted EBITDA, net of incremental bonuses, increased 43.8% to $58.4 million for the quarter and 39.9% to $256.6 million for the year
  • Same store merchandise sales excluding cigarettes increased 4.9% for the quarter and 4.8% for the year compared to the prior year period and increased 10.4% on a two-year stack basis for the quarter. Merchandise margin increase of 290 basis points to 30.0% for the fourth quarter and 210 basis points for the full year
  • Retail fuel margin cents per gallon increased 14.3% to 33.5 cents per gallon for the fourth quarter, and increased 5.6% to 33.7 cents per gallon for the full year
  • Merchandise revenue of $1.6 billion for full year 2021, increased $122.1 million compared to 2020

“We’re very happy to have ended our first full year as a public company by reporting record net income and record adjusted EBITDA, net of incremental bonuses, of $256.6 million and operating income of $142.1 million, as our dual convenience and wholesale model delivered excellent results,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “Our in-store initiatives, merchandising strategy, scale at wholesale, and M&A capabilities are working together as an engine for growth in this environment. The rapid integration of Empire exceeded our expectations, with notable cost synergies and incremental growth, showing once again we are capable of dealmaking at any scale. We are focused on disciplined capital allocation, positioning us well to return money to our dedicated investors, enhance stores through multiple initiatives, and pursue strategic acquisitions. We’re prepared for an environment of increasing price sensitivity, and because of the exceptional efforts of our over 11,000 team members I have confidence that we can continue to exceed our customers’ expectations, deliver strong growth, and create attractive stockholder value over the long-term.”

* Same store merchandise sales increase on a two-year stack basis is the same store merchandise sales increase in the current year added to the same store merchandise sales increase in the prior year period. This measure may be helpful to improve the understanding of trends in periods that are affected by variations in prior year growth rates. See also Use of Non-GAAP Measures below.

Fourth Quarter and Full Year 2021 Segment Highlights

Retail

  For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
    2021       2020       2021       2020    
  (in thousands)  
Fuel gallons sold   267,403       249,842       1,038,561       937,095    
Same store fuel gallons sold decrease (%) 1   (0.2 %)     (15.8 %)     (1.3 %)     (16.5 %)  
Fuel margin, cents per gallon 2   33.5       29.3       33.7       31.9    
Merchandise revenue $ 396,106     $ 375,301     $ 1,616,404     $ 1,494,342    
Same store merchandise sales increase (%) 1   0.2 %     3.3 %     1.6 %     3.5 %  
Same store merchandise sales excluding cigarettes increase (%) 1   4.9 %     5.5 %     4.8 %     4.6 %  
Merchandise contribution 3 $ 118,851     $ 101,793     $ 472,910     $ 406,310    
Merchandise margin 4   30.0 %     27.1 %     29.3 %     27.2 %  
 
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 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.                

For the fourth quarter and full year, retail fuel profitability (excluding intercompany charges by our wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”)) increased approximately $16.6 million and $50.8 million, respectively, compared to the prior year. Strong fuel margin capture of 33.5 cents per gallon increased 14.3% for the fourth quarter and increased 5.6% to 33.7 cents per gallon for the full year. There was an increase in same store fuel profit of $7.5 million for the quarter, but a decrease of $0.8 million for the year (excluding intercompany charges by GPMP).

Same store merchandise sales excluding cigarettes increased 4.9% for the quarter and 4.8% for the year and increased 10.4% on a two-year stack basis for the quarter. Total merchandise contribution increased $17.1 million, or 16.8%, for the quarter, with merchandise margin increasing 290 basis points. For the year, total merchandise contribution increased $66.6 million, or 16.4%. Merchandise margin increased approximately 210 basis points to 29.3% for the year as a result of changes in sales mix and improved purchasing economics.

Wholesale

  For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
  2021   2020   2021   2020  
  (in thousands)  
Fuel gallons sold – fuel supply locations 200,794   185,463   814,628   210,085  
Fuel gallons sold – consignment agent locations 40,546   40,614   163,391   57,224  
Fuel margin, cents per gallon1 – fuel supply locations 6.5   4.4   5.8   4.5  
Fuel margin, cents per gallon1 – consignment agent locations 27.2   20.7   25.4   21.9  
 
1 Calculated as fuel revenue less fuel costs, divided by fuel gallons sold; excludes the estimated fixed margin paid to GPMP for the cost of fuel.  
                 

Wholesale fuel profitability (excluding intercompany charges by GPMP) increased approximately $7.6 million for the quarter and approximately $66.5 million for the full year, with the Empire acquisition accounting for substantially all of the growth. Fuel contribution from fuel supply locations grew by $5.0 million for the quarter and $37.4 million for the year due to an approximately 15-million-gallon increase in fuel volume for the quarter and approximately 605-million-gallon increase for the year, and increased fuel margin cents per gallon for these locations, which increased 2.1 cents for the quarter and 1.3 cents for the year.

Fuel contribution from consignment agent locations increased $2.6 million for the quarter and $29.1 million for the year. For the quarter, the increase was due to an increase of fuel margin of 6.5 cents per gallon, while volume was flat compared to the prior year period. For the year, the increase was due to increases both in volume of approximately 106 million gallons and fuel margin of 3.5 cents per gallon. Although volume sold through consignment locations aggregated 17% of the combined total wholesale volume, fuel margin dollars realized from these locations accounted for approximately 47% of the wholesale fuel margin dollar contribution for the year.

Liquidity and Capital Expenditures

As of December 31, 2021, the Company’s total liquidity was approximately $754 million, consisting of cash and cash equivalents and short-term investments of approximately $310 million, and approximately $444 million available under lines of credit. Outstanding debt was $717.0 million, resulting in net debt excluding capital leases of approximately $408 million. Capital expenditures were approximately $73 million for the year ended December 31, 2021, representing capital expenditures of $226.2 million, net of $152.9 million of proceeds paid by Oak Street Real Estate Capital Net Lease Property Fund, LP (“Oak Street”) for two transactions accounted for as sale-leasebacks and the purchase of certain fee properties, compared to $44.6 million for the prior year.

Quarterly Dividend and Share Repurchase Program

On February 21, 2022, the Company’s board of directors declared a quarterly dividend of $0.02 per share of common stock, to be paid on March 29, 2022, to stockholders of record as of March 15, 2022. The Company’s board of directors also authorized a share repurchase program for up to an aggregate amount of $50 million of our outstanding shares of common stock.

The Company’s ability to return cash to our stockholders through our first-ever quarterly cash dividend program and new share repurchase program is consistent with our capital allocation framework and reflects the Company’s confidence in the strength of our cash generation ability and strong financial position.

The share repurchase program does not have a stated expiration date, and repurchases, if any, may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Exchange Act of 1934, as amended, privately negotiated transactions, pursuant to accelerated share repurchase agreements entered into with one or more counterparties, or otherwise.  The amount and timing of dividends payable on our common stock are within the sole discretion of, and subject to quarterly declarations by, our board of directors.

Store Network Update

The following tables present certain information regarding changes in the store network for the periods presented:

  For the Three Months
Ended December 31,
  For the Year
Ended December 31,
Retail Segment 2021     2020     2021     2020  
               
Number of sites at beginning of period 1,379     1,250     1,330     1,272  
Acquired sites 36     84     97     84  
Newly opened or reopened sites     3     1     3  
Company-controlled sites converted to              
   consignment or fuel supply locations, net (6 )       (9 )   (14 )
Closed, relocated or divested sites (3 )   (7 )   (13 )   (15 )
Number of sites at end of period               1,406                   1,330                   1,406                   1,330  
 


  For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
Wholesale Segment 1 2021     2020     2021     2020    
                 
Number of sites at beginning of period 1,633     139     1,597     128    
Acquired sites     1,453         1,453    
Newly opened or reopened sites 2 18     23     80     31    
Consignment or fuel supply locations converted                
   from Company-controlled sites, net 6         9     14    
Adjustment 3     (17 )   (24 )   (17 )  
Closed, relocated or divested sites (29 )   (1 )   (34 )   (12 )  
Number of sites at end of period               1,628                   1,597                   1,628                   1,597    
 
 
1 Excludes bulk and spot purchasers.  
 
2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.          
                 
3 We regularly review our processes for measuring our key metrics, including number of sites, for accuracy and consistency. In the course of such review, we recently discovered an error that caused our reported number of wholesale sites to be overstated for the fourth quarter of 2020 through the third quarter of 2021. We have adjusted the number of wholesale sites as of September 30, 2021 and December 31, 2020 to account for the error and have corrected the error going forward. To provide greater accuracy and transparency, the adjusted numbers of wholesale sites as of December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021 were 1,597 (previously reported 1,614), 1,597 (previously reported 1,625), 1,610 (previously reported 1,647) and 1,633 (previously reported 1,674), respectively. There was no impact on our previously reported gallons sold or financial results.   

Handy Mart Acquisition

On November 9, 2021, the Company completed its acquisition of 36 Company-operated Handy Mart convenience stores and gas stations and one development parcel, located in North Carolina, which represented the Company’s 20th acquisition since 2013. The total consideration for the transaction was approximately $112 million plus the value of inventory and cash in the stores on the closing date. The Company paid approximately $12 million for its share of the consideration. Oak Street paid the remaining consideration of approximately $100 million for the real estate of certain of the seller’s sites it acquired, including one site they purchased in the first quarter of 2022. The Company will pay approximately $6.0 million annually to rent these sites from Oak Street.

Oak Street Purchases

In the fourth quarter of 2021, Oak Street purchased approximately $150 million of real estate previously leased to the Company by other landlords. The Company entered into master lease agreements with Oak Street to lease the properties for a term of 20 years, with six five-year renewal options, resulting in a reduction of rent of approximately $2.3 million annually. There is approximately $750 million remaining in the $1 billion real property commitment from Oak Street.

Acquisition of Certain Assets of Quarles Petroleum

On February 18, 2022, the Company entered into an agreement with Quarles Petroleum Inc. (“Quarles”) for the acquisition of certain assets, including 121 branded and 64 contracted cardlock sites, which are unmanned fuel sites strategically located on high-traffic corridors in the mid-Atlantic region, at which customers purchase fuel with fleet cards. Quarles is the largest fleet fueling cardlock operator on the U.S. east coast, with operations in Virginia, North Carolina, Maryland, Pennsylvania and the District of Columbia, servicing the fuel needs of a diverse base of commercial customers across multiple industries at easily accessible commercial sites.

This acquisition is part of the Company’s strategic focus on growth and generating long-term shareholder value with its dual convenience and wholesale platform. The acquisition of these assets complements and expands the Company’s core wholesale strategy, adding a mature fleet fueling platform and boosting our supply and distribution capabilities within our 33 states and Washington, D.C. fuel supply footprint.

At the time of signing an asset purchase agreement, using estimated forward-looking non-GAAP measures, the Company expects that this acquisition will add approximately $17.3 million of adjusted EBITDA on an annualized basis after incremental rent of approximately $7.7 million to be paid to Oak Street, who will fund approximately $130 million of the purchase price.1 The acquisition will add approximately 200 million gallons to the approximately 2 billion gallons ARKO currently sells annually. For the trailing twelve months from September 30, 2021, branded cardlock sites had an approximate 80/20 diesel/gasoline gallon sales mix.

The transaction is expected to close during the second quarter of 2022. There is no certainty that the transaction will close.

1 At this time, ARKO is unable to provide a quantitative reconciliation of estimated forward-looking non-GAAP performance measures without unreasonable efforts due to the carve-out nature of this acquisition.

Conference Call and Webcast Details

The Company will host a conference call to discuss these results today at 10:00 a.m. Eastern Time. Investors interested in participating in the live call can dial 877-605-1792 or 201-689-8728. A telephone replay will be available approximately two hours after the call concludes through March 9, 2022, by dialing 877-660-6853 or 201-612-7415 and entering confirmation code 13726532.

There will also be a simultaneous, live webcast available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/. The webcast will be archived for 30 days.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores 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 fasREWARDS® loyalty program offers exclusive savings on merchandise and gas. We operate in three reportable segments: retail, which includes convenience stores selling fuel products and other merchandise to retail customers; wholesale, which supplies fuel to independent dealers and GPM Petroleum, which sells and supplies fuel to our retail and wholesale 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, our expected financial and operational results and the related assumptions underlying our 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; our ability to maintain the listing of our common stock and warrants on the Nasdaq Stock Market; changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which we compete; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets (including with respect to new variants of the virus), general economic conditions, unemployment and our liquidity, operations and personnel; 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 ARKO 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. ARKO does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Media Contact

Andrew Petro
Matter on behalf of ARKO
(978) 518-4531
apetro@matternow.com

Investor Contact

Ross Parman
ARKO Corp.
RParman@gpminvestments.com 


  Consolidated statements of operations  
         
  For the Three Months Ended
December 31,
  For the Year Ended
December 31,
 
    2021       2020       2021       2020    
  (in thousands)  
Revenues:                
   Fuel revenue $ 1,570,264     $ 941,910     $ 5,714,333     $ 2,452,401    
   Merchandise revenue   396,106       375,301       1,616,404       1,494,342    
   Other revenues, net   21,835       18,788       86,661       63,489    
Total revenues   1,988,205       1,335,999       7,417,398       4,010,232    
Operating expenses:                
   Fuel costs   1,456,336       852,349       5,275,907       2,131,416    
   Merchandise costs   277,255       273,508       1,143,494       1,088,032    
Store operating expenses   166,480       145,789       630,518       532,422    
General and administrative expenses   33,397       29,601       124,667       94,424    
Depreciation and amortization   25,648       24,340       97,194       74,396    
Total operating expenses   1,959,116       1,325,587       7,271,780       3,920,690    
Other expenses, net   725       1,938       3,536       9,228    
Operating income   28,364       8,474       142,082       80,314    
   Interest and other financial income   7,876       788       3,005       1,768    
   Interest and other financial expenses   (24,041 )     (21,268 )     (74,212 )     (51,673 )  
Income (loss) before income taxes   12,199       (12,006 )     70,875       30,409    
   Income tax benefit (expense)   651       6,670       (11,634 )     1,499    
   Income (loss) from equity investment   81       (834 )     186       (1,269 )  
Net income (loss) $ 12,931     $ (6,170 )   $ 59,427     $ 30,639    
Less: Net income attributable to non-controlling interests   50       1,247       229       16,929    
Net income (loss) attributable to ARKO Corp. $ 12,881     $ (7,417 )   $ 59,198     $ 13,710    
Accretion of redeemable preferred stock         (3,120 )           (3,120 )  
Series A redeemable preferred stock dividends   (1,450 )     (157 )     (5,735 )     (157 )  
Net income (loss) attributable to common shareholders $ 11,431     $ (10,694 )   $ 53,463     $ 10,433    
Net income (loss) per share attributable to common
   shareholders - basic
$ 0.09     $ (0.14 )   $ 0.43     $ 0.15    
Net income (loss) per share attributable to common
   shareholders - diluted
$ 0.09     $ (0.14 )   $ 0.42     $ 0.15    
Weighted average shares outstanding:                
  Basic   124,428       76,628       124,412       71,074    
  Diluted   124,953       76,628       125,437       71,074    


   Consolidated balance sheets 
       
  December 31, 2021   December 31, 2020
   (in thousands) 
Assets      
Current assets:      
   Cash and cash equivalents $                        252,141   $                        293,666  
   Restricted cash with respect to bonds     —       1,230  
   Restricted cash     20,402       16,529  
   Short-term investments     58,807       —  
   Trade receivables, net     62,342       46,940  
   Inventory     197,836       163,686  
   Other current assets     92,095       87,355  
Total current assets                            683,623                              609,406  
Non-current assets:      
   Property and equipment, net     548,969       491,513  
   Right-of-use assets under operating leases     1,064,982       961,561  
   Right-of-use assets under financing leases, net     192,378       198,317  
   Goodwill     197,648       173,937  
   Intangible assets, net     185,993       218,132  
   Investments     —       31,825  
   Non-current restricted cash with respect to bonds     —       1,552  
   Equity investment     2,998       2,715  
   Deferred tax asset     41,047       40,655  
   Other non-current assets     24,637       10,196  
Total assets $                     2,942,275   $                     2,739,809  
Liabilities      
Current liabilities:      
   Long-term debt, current portion $                          40,384   $                          40,988  
   Accounts payable                            172,918                              155,714  
   Other current liabilities                            137,488                              133,637  
   Operating leases, current portion                              51,261                                48,878  
   Financing leases, current portion                                6,383                                  7,834  
Total current liabilities                            408,434                              387,051  
Non-current liabilities:      
   Long-term debt, net                            676,625                              708,802  
   Asset retirement obligation                              58,021                                52,964  
   Operating leases                         1,076,905                              973,695  
   Financing leases                            229,215                              226,440  
   Deferred tax liability                                2,546                                  2,816  
   Other non-current liabilities                            136,853                                96,621  
Total liabilities                         2,588,599                           2,448,389  
       
Series A redeemable preferred stock                            100,000                              100,000  
       
Shareholders' equity:      
   Common stock                                     12                                       12  
   Additional paid-in capital                            214,776                              212,103  
   Accumulated other comprehensive income                                9,119                                  9,119  
   Retained earnings (deficit)                              29,545                              (29,653 )
Total shareholders' equity                            253,452                              191,581  
   Non-controlling interest                                   224                                   (161 )
Total equity                            253,676                              191,420  
Total liabilities, redeemable preferred stock and equity $                     2,942,275   $                     2,739,809  
       


  Consolidated statements of cash flows
   
  For the Year
Ended December 31,
    2021       2020  
  (in thousands)
Cash flows from operating activities:      
Net income $ 59,427     $ 30,639  
Adjustments to reconcile net income to net cash provided by
   operating activities:
     
Depreciation and amortization   97,194       74,396  
Deferred income taxes   4,848       (4,747 )
Loss on disposal of assets and impairment charges   1,384       6,060  
Foreign currency (gain) loss   (1,320 )     6,754  
Amortization of deferred financing costs, debt discount and premium   9,304       2,236  
Amortization of deferred income   (10,327 )     (7,650 )
Accretion of asset retirement obligation   1,705       1,359  
Non-cash rent   6,359       7,051  
Charges to allowance for credit losses   601       260  
(Income) loss from equity investment   (186 )     1,269  
Share-based compensation   5,804       1,891  
Fair value adjustment of financial assets and liabilities   3,821       (1,014 )
Other operating activities, net   677       115  
Changes in assets and liabilities:      
Increase in trade receivables   (16,003 )     (24,010 )
(Increase) decrease in inventory   (21,816 )     6,618  
Increase in other assets   (5,421 )     (7,864 )
Increase in accounts payable   16,813       26,893  
Increase in other current liabilities   7,867       46,303  
Decrease in asset retirement obligation   (130 )     (393 )
(Decrease) increase in non-current liabilities   (1,410 )     7,676  
Net cash provided by operating activities   159,191       173,842  
Cash flows from investing activities:      
Purchase of property and equipment   (226,205 )     (44,646 )
Purchase of intangible assets   (246 )     (30 )
Proceeds from sale of property and equipment   284,854       1,302  
Business acquisitions, net of cash   (203,070 )     (363,988 )
Purchase of investments   (27,110 )      
Loans to equity investment         (189 )
Net cash used in investing activities   (171,777 )     (407,551 )
Cash flows from financing activities:      
Lines of credit, net         (83,515 )
Repayment of related-party loans         (4,517 )
Buyback of long-term debt         (1,995 )
Receipt of long-term debt, net   484,089       570,207  
Repayment of debt   (531,834 )     (58,792 )
Principal payments on financing leases   (8,094 )     (8,116 )
Proceeds from failed sale-leaseback   44,188        
Proceeds from issuance of rights, net         11,332  
Purchase of non-controlling interest in GPMP         (99,048 )
Investment of non-controlling interest in subsidiary         19,325  
Payment of Additional Consideration   (3,828 )      
Payment of Merger Transaction issuance costs   (4,773 )      
Issuance of shares in Merger Transaction         57,997  
Issuance of redeemable preferred stock, net          96,880  
Dividends paid on redeemable preferred stock   (5,892 )      
Distributions to non-controlling interests   (240 )     (8,710 )
Net cash (used in) provided by financing activities   (26,384 )     491,048  
Net (decrease) increase in cash and cash equivalents and restricted cash   (38,970 )     257,339  
Effect of exchange rate on cash and cash equivalents and restricted cash   (1,464 )     2,875  
Cash and cash equivalents and restricted cash, beginning of period   312,977       52,763  
Cash and cash equivalents and restricted cash, end of period $ 272,543     $ 312,977  
       

Use of Non-GAAP Measures

We disclose non-GAAP measures on a “same store basis,” which exclude 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. We believe that this information provides greater comparability regarding our 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”) and are non-GAAP financial measures.

We define EBITDA as net income (loss) 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. Adjusted EBITDA, net of incremental bonuses, further adjusts Adjusted EBITDA by excluding incremental bonuses incurred for 2020 based on 2020 performance. Each of EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses is a non-GAAP financial measure.

We use EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses for operational and financial decision-making and believe these measures are useful in evaluating our performance because they eliminate certain items that we do not consider indicators of our operating performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses are also used by many of our investors, securities analysts, and other interested parties in evaluating our operational and financial performance across reporting periods. We believe that the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses provides useful information to investors by allowing an understanding of key measures that we use internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing our operating performance.

EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses are not recognized terms under GAAP and should not be considered as a substitute for net income (loss) 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 our results as reported under GAAP. We strongly encourage investors to review our 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, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.

The following table contains a reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses for the periods presented: 

  Reconciliation of EBITDA, Adjusted EBITDA and Adjusted
EBITDA, net of incremental bonuses

 
  For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
    2021       2020       2021       2020    
  (in thousands)  
Net income (loss) $ 12,931     $ (6,170 )   $ 59,427     $ 30,639    
Interest and other financing expenses, net   16,165       20,480       71,207       49,905    
Income tax (benefit) expense   (651 )     (6,670 )     11,634       (1,499 )  
Depreciation and amortization   25,648       24,340       97,194       74,396    
EBITDA   54,093       31,980       239,462       153,441    
Non-cash rent expense (a)   1,586       1,876       6,359       7,051    
Acquisition costs (b)   1,585       2,691       5,366       6,031    
(Gain) loss on disposal of assets and impairment charges (c)   (514 )     495       1,384       6,060    
Share-based compensation expense (d)   1,677       1,504       5,804       1,891    
(Income) loss from equity investment (e)   (81 )     834       (186 )     1,269    
Fuel taxes paid in arrears (f)                     819    
Adjustment to contingent consideration (g)         (861 )     (1,740 )     (1,287 )  
Other (h)   26       34       126       302    
Adjusted EBITDA $ 58,372     $ 38,553     $ 256,575     $ 175,577    
Incremental bonuses (i)         2,029             7,815    
Adjusted EBITDA, net of incremental bonuses $ 58,372     $ 40,582     $ 256,575     $ 183,392    
                 
(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 stores.  
                 
(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 our Board.  
                 
(e) Eliminates our share of (income) loss attributable to our unconsolidated equity investment.  
                 
(f) Eliminates the payment of historical fuel tax liabilities owed for multiple prior periods.  
                 
(g) Eliminates fair value adjustments to the contingent consideration owed for the 2020 Empire Acquisition and owed to the seller in the 2019 Riiser Acquisition.  
                 
(h) Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.  
                 
(i) Eliminates incremental bonuses based on 2020 performance.  

Primary Logo

Source: ARKO Corp.