ARKO Corp. Reports Third Quarter 2023 Results

RICHMOND, Va., Nov. 06, 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 September 30, 2023.

Third Quarter 2023 Key Highlights1

  • Net income for the quarter was $21.5 million, compared to $25.0 million for the prior year quarter.
  • Adjusted EBITDA for the quarter was $91.2 million, compared to $99.5 million for the prior year quarter, primarily due to reduced fuel contribution at same stores, with retail cents per gallon (“CPG”) of 40.3 in the current quarter compared to retail CPG of 44.8 in Q3 2022.
  • Same store merchandise sales excluding cigarettes increased 1.0% for the quarter compared to the prior year period; same store merchandise sales for the quarter increased 0.1% compared to the prior year period, and were impacted by approximately $2 million in increased loyalty investments in customer acquisition related to expanding membership in the fas REWARDS® loyalty program, other loyalty promotions, and growth in the total loyalty membership base - a long-term goal of the Company. This caused a reduction in same store merchandise sales of approximately 0.4%, and same store merchandise sales excluding cigarettes of approximately 0.6%.
  • Merchandise gross profit contribution grew by $21.8 million for the quarter, or 15.7%, as compared to the prior year period.
  • Merchandise margin expanded, increasing approximately 50 basis points to 31.7% for the quarter compared to 31.2% for the prior year period, due to execution of key marketing and merchandising initiatives.
  • Total retail gallons increased 14.8% in Q3 2023 compared to Q3 2022.

Other Key Highlights

  • The Company closed its 25th acquisition, marking five closed acquisitions since the beginning of Q3 2022, increasing the total number of locations by approximately 720.
  • Added more than 365,000 enrolled fas REWARDS® members during Q3 2023, while offering a special $10 enrollment promotion commencing in mid-May 2023 through September 2023. As of the end of Q3, 2023, the Company had 1.85 million total enrolled fas REWARDS® members, representing a 50% increase in enrolled members since the end of Q3 2022.
  • Announced the expansion of the executive ranks at our subsidiary, GPM Investments, LLC (“GPM”), with the hiring of Richard Guidry as GPM’s Senior Vice President of Food Service, who was hired to expand its food strategy and scale it to the Family of Community Brands.
  • Current available liquidity for future acquisitions of more than $2 billion, including cash, lines of credit and availability under the Oak Street program agreement.
  • ARKO Corp.’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock to be paid on December 1, 2023, to stockholders of record as of November 17, 2023.

“I am very pleased with our third quarter performance, which we believe compares favorably to what was a strong prior year quarter,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “In the third quarter, our entire team continued to execute on our three key marketing and merchandise pillars including, significantly expanding the number of enrolled members in our fas REWARDS loyalty program, which we designed to enhance our relationship with our customers and provide them with extraordinary value. We continue to implement the ARKO way in the five acquisitions closed over the last year, adding merchandise assortment and growing sales in these stores’ core destination categories while capturing synergies. Our retail fuel margin was lower than the prior year quarter’s elevated fuel margins, which we expected, and we continue to execute our strategy of optimizing retail fuel gross profit dollars.”

1 See Use of Non-GAAP Measures below.


Third Quarter 2023 Segment Highlights

Retail

  For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
  2023     2022     2023     2022  
  (in thousands)  
Fuel gallons sold   300,796       262,010       843,286       754,811  
Same store fuel gallons sold decrease (%) 1   (5.3 %)     (9.7 %)     (4.5 %)     (8.0 %)
Fuel margin, cents per gallon 2   40.3       44.8       38.7       41.3  
Merchandise revenue $ 506,425     $ 445,822     $ 1,391,274     $ 1,244,558  
Same store merchandise sales increase(decrease) (%) 1   0.1 %     0.7 %     1.4 %     (1.8 %)
Same store merchandise sales excluding cigarettes increase (%) 1   1.0 %     4.3 %     3.9 %     2.0 %
Merchandise contribution 3 $ 160,726     $ 138,892     $ 438,349     $ 378,448  
Merchandise margin 4   31.7 %     31.2 %     31.5 %     30.4 %
                       
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 September 30, 2023  
  Pride 1     TEG 2     Uncle's
(WTG) 3
    Speedy 4     Total  
  (in thousands)  
Date of Acquisition: Dec 6, 2022     Mar 1, 2023     Jun 6, 2023     Aug 15, 2023        
Revenues:                            
Fuel revenue $ 73,019     $ 104,850     $ 21,927     $ 3,138     $ 202,934  
Merchandise revenue   16,078       39,776       9,625       1,400       66,879  
Other revenues, net   1,386       1,391       203       23       3,003  
Total revenues   90,483       146,017       31,755       4,561       272,816  
Operating expenses:                            
Fuel costs   65,818       96,593       18,797       2,798       184,006  
Merchandise costs   10,523       27,218       6,258       949       44,948  
Store operating expenses   10,152       18,373       5,147       696       34,368  
Total operating expenses   86,493       142,184       30,202       4,443       263,322  
Operating income $ 3,990     $ 3,833     $ 1,553     $ 118     $ 9,494  
Fuel gallons sold   18,486       30,126       5,809       830       55,251  
Merchandise contribution 5   5,555       12,558       3,367       451       21,931  
Merchandise margin 6   34.6 %     31.6 %     35.0 %     32.2 %      


  For the Nine Months Ended September 30, 2023  
  Pride     TEG     Uncle's
(WTG) 3
    Speedy 4     Total  
  (in thousands)  
Date of Acquisition: Dec 6, 2022     Mar 1, 2023     Jun 6, 2023     Aug 15, 2023        
Revenues:                            
Fuel revenue $ 212,444     $ 236,052     $ 28,025     $ 3,138     $ 479,659  
Merchandise revenue   45,221       92,100       12,471       1,400       151,192  
Other revenues, net   4,170       3,122       257       23       7,572  
Total revenues   261,835       331,274       40,753       4,561       638,423  
Operating expenses:                            
Fuel costs   191,117       217,210       23,817       2,798       434,942  
Merchandise costs   29,906       63,344       8,185       949       102,384  
Store operating expenses   30,182       41,949       6,372       696       79,199  
Total operating expenses   251,205       322,503       38,374       4,443       616,525  
Operating income $ 10,630     $ 8,771     $ 2,379     $ 118     $ 21,898  
Fuel gallons sold   55,764       70,183       7,523       830       134,300  
Merchandise contribution 5   15,315       28,756       4,286       451       48,808  
Merchandise margin 6   33.9 %     31.2 %     34.4 %     32.2 %      
                             
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 Acquisition from WTG Fuels Holdings, LLC ("WTG"); includes only the retail stores acquired in the WTG acquisition.  
                             
4 Acquisition of seven Speedy's retail stores.  
                             
5 Calculated as merchandise revenue less merchandise costs.  
                             
6 Calculated as merchandise contribution divided by merchandise revenue.  
   

For the third quarter, retail fuel profitability (excluding intercompany charges by the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”)) increased $3.8 million to $121.3 million compared to the prior year period, with resilient fuel margin capture of 40.3 cents per gallon, a decrease of 4.5 cents per gallon for the third quarter of 2023 compared to the prior year period. Same store fuel profit was $99.4 million (excluding intercompany charges by GPMP), compared to $116.1 million for the prior year quarter. This decrease in same store fuel profit was fully offset by approximately $21.7 million incremental fuel profit from recent acquisitions.

Same store merchandise sales excluding cigarettes increased 1.0% for the quarter compared to the third quarter of 2022. Same store merchandise sales increased 0.1% compared to the strong prior year period, which were impacted by increased loyalty investments. Same store sales were positively impacted as revenue from the Company’s six core destination categories (packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer) continued to grow. Total merchandise contribution for the quarter increased $21.8 million, or 15.7%, compared to the third quarter of 2022, due to $21.9 million in merchandise contribution from the businesses we acquired in 2023, as well as the Pride Acquisition, and an increase in merchandise contribution at same stores of approximately $1.2 million. Merchandise margin increased 50 basis points, to 31.7% from 31.2% in the third quarter of 2022, primarily due to execution of key marketing and merchandising initiatives.

Wholesale

  For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
  2023     2022     2023     2022  
  (in thousands)  
Fuel gallons sold – fuel supply locations   205,836       189,537       601,399       563,642  
Fuel gallons sold – consignment agent locations   45,365       41,145       127,861       115,138  
Fuel margin, cents per gallon1 – fuel supply locations   6.4       6.9       6.1       7.0  
Fuel margin, cents per gallon1 – consignment agent locations   28.9       32.7       26.9       31.4  
                       
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 (or have only partial) comparable information for the prior periods.

  For the Three Months Ended September 30, 2023     For the Nine Months Ended September 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 $ 20,381     $ 92,575     $ 2,796     $ 115,752     $ 57,708     $ 214,629     $ 3,444     $ 275,781  
Other revenues,net   275       645       5       925       863       1,499       6       2,368  
Total revenues   20,656       93,220       2,801       116,677       58,571       216,128       3,450       278,149  
Operating expenses:                                              
Fuel costs   19,693       88,503       2,556       110,752       55,757       208,282       3,178       267,217  
Store operating expenses   493       833       64       1,390       1,430       1,927       81       3,438  
Total operating expenses   20,186       89,336       2,620       112,142       57,187       210,209       3,259       270,655  
Operating income $ 470     $ 3,884     $ 181     $ 4,535     $ 1,384     $ 5,919     $ 191     $ 7,494  
Fuel gallons sold   5,861       31,666       789       38,316       17,304       77,653       1,007       95,964  
                                               
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.        
         

In wholesale, fuel contribution from fuel supply locations (excluding intercompany charges by GPMP) increased by $0.1 million for the quarter compared to the prior year quarter, while margin decreased, 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 incremental contribution from recent acquisitions.

Fuel contribution from consignment agent locations (excluding intercompany charges by GPMP) decreased approximately $0.3 million for the quarter compared to the prior year quarter and margin also decreased, primarily due to lower rack-to-retail margins and decreased prompt pay discounts related to lower fuel costs, which was partially offset by the incremental contribution from recent acquisitions.

Fleet Fueling

The fleet fueling segment commenced operations on July 22, 2022; therefore, neither the three nor nine months ended September 30, 2022 reflects the operations of this segment for the entirety of such period, which affects period-over-period comparability.

  For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
  2023     2022     2023     2022  
  (in thousands)        
Fuel gallons sold – proprietary cardlock locations   34,277       26,064       97,710       26,064  
Fuel gallons sold – third-party cardlock locations   2,985       1,297       6,631       1,297  
Fuel margin, cents per gallon1 – proprietary cardlock locations   39.4       41.8       42.5       41.8  
Fuel margin, cents per gallon1 – third-party cardlock locations   26.6       4.8       14.6       4.8  
                       
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 (or have only partial) comparable information for the prior periods.

  For the Three Months Ended September 30, 2023     For the Nine Months Ended September 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 $ 127,305     $ 18,191     $ 145,496     $ 370,785     $ 23,351     $ 394,136  
Other revenues, net   1,309       1,266       2,575       3,900       1,302       5,202  
Total revenues   128,614       19,457       148,071       374,685       24,653       399,338  
Operating expenses:                                  
Fuel costs   117,228       15,809       133,037       336,522       20,181       356,703  
Store operating expenses   5,255       951       6,206       14,960       1,079       16,039  
Total operating expenses   122,483       16,760       139,243       351,482       21,260       372,742  
Operating income $ 6,131     $ 2,697     $ 8,828     $ 23,203     $ 3,393     $ 26,596  
Fuel gallons sold   32,522       4,740       37,262       98,136       6,205       104,341  
                                   
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 third quarter of 2023. Fuel profitability (excluding intercompany charges by GPMP) increased by $3.3 million compared to the prior year quarter, and was approximately $14.3 million for the quarter.

Store Operating Expenses

For the third quarter of 2023, convenience store operating expenses increased $30.2 million, or 17.2% as compared to the prior year period, primarily due to $34.4 million of expenses related to recent acquisitions, partially offset by a decrease of $1.7 million in expenses at same stores, mainly driven by lower credit card fees. Same store personnel expenses were similar to the prior year period, increasing by only $0.1 million, or 0.1%, as the Company has continued to appropriately balance labor expenses and providing superior customer service. The total 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

Food and Beverage

On October 3, 2023, the Company announced that GPM expanded its leadership team and named Richard Guidry in the newly created role of Senior Vice President of Food Service. This expansion tracks the Company’s commitment to growing its food service offering.

Acquisitions and M&A

The Company is currently well-positioned to continue executing its long-term growth strategy with a deep pipeline of potential acquisition opportunities and the liquidity to pursue deals. ARKO believes its successful track record of making disciplined and accretive acquisitions will continue to enhance value for stockholders. On May 2, 2023, the Company amended its program agreement (the “Program Agreement”) with affiliates of Oak Street, a division of Blue Owl Capital (“Oak Street”). This amendment extended the term of the Program Agreement and provides for an aggregate up to $1.5 billion of capacity, almost all of which is currently available to the Company through September 30, 2024.

Liquidity

As of September 30, 2023, the Company’s total liquidity was approximately $827 million, consisting of cash and cash equivalents of approximately $204 million and approximately $623 million of availability under lines of credit. Outstanding debt was $828 million, resulting in net debt, excluding financing leases, of approximately $624 million. Capital expenditures were approximately $25.6 million for the quarter.

Sustainability Report

On September 5, 2023, ARKO published its 2022 Sustainability Report, highlighting information about its Environmental, Social and Governance priorities. This report shows the progress the Company has made since publishing its first report, covering the year ended December 31, 2021, in 2022. To read the 2022 Sustainability Report, visit this link: https://www.arkocorp.com/company-information/responsibility.

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 December 1, 2023, to stockholders of record as of November 17, 2023.

During the quarter, the Company repurchased approximately 1.5 million shares of common stock under the repurchase program for approximately $11.6 million, or an average share price of $7.53. There was approximately $37 million remaining under the expanded share repurchase program as of September 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 September 30,
    For the Nine Months
Ended September 30,
 
Retail Segment 2023     2022     2023     2022  
Number of sites at beginning of period   1,547       1,388       1,404       1,406  
Acquired sites   7             166        
Newly opened or reopened sites   1             4        
Company-controlled sites converted to                      
consignment or fuel supply locations, net   (2 )     (2 )     (13 )     (9 )
Closed, relocated or divested sites   (1 )     (3 )     (9 )     (14 )
Number of sites at end of period   1,552       1,383       1,552       1,383  


  For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
Wholesale Segment 1 2023     2022     2023     2022  
Number of sites at beginning of period   1,824       1,620       1,674       1,628  
Acquired sites         46       190       46  
Newly opened or reopened sites 2   34       20       58       60  
Consignment or fuel supply locations                      
converted from Company-controlled sites, net   2       2       13       9  
Closed, relocated or divested sites   (35 )     (18 )     (110 )     (73 )
Number of sites at end of period   1,825       1,670       1,825       1,670  
                       
1 Excludes bulk and spot purchasers.  
2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.  


  For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
Fleet Fueling Segment 2023     2022     2023     2022  
Number of sites at beginning of period   293             183        
Acquired sites         184       111       184  
Newly opened or reopened sites   4             4        
Closed, relocated or divested sites   (2 )     (1 )     (3 )     (1 )
Number of sites at end of period   295       183       295       183  


Conference Call and Webcast Details

The Company will host a conference call to discuss these results at 10:00 a.m. Eastern Time on November 7, 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, we operate A Family of Community Brands that offer 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 September 30,
    For the Nine Months
Ended September 30,
 
  2023     2022     2023     2022  
  (in thousands)  
Revenues:                      
Fuel revenue $ 2,086,392     $ 1,979,574     $ 5,705,156     $ 5,648,954  
Merchandise revenue   506,425       445,822       1,391,274       1,244,558  
Other revenues, net   29,237       24,251       83,141       69,209  
Total revenues   2,622,054       2,449,647       7,179,571       6,962,721  
Operating expenses:                      
Fuel costs   1,923,869       1,824,437       5,262,854       5,250,105  
Merchandise costs   345,699       306,930       952,925       866,110  
Store operating expenses   226,698       189,582       637,383       534,197  
General and administrative expenses   44,116       35,954       127,192       100,695  
Depreciation and amortization   33,713       26,061       94,949       75,050  
Total operating expenses   2,574,095       2,382,964       7,075,303       6,826,157  
Other expenses, net   3,885       951       11,561       3,269  
Operating income   44,074       65,732       92,707       133,295  
Interest and other financial income   9,371       2,676       18,897       2,509  
Interest and other financial expenses   (23,950 )     (22,472 )     (67,238 )     (45,619 )
Income before income taxes   29,495       45,936       44,366       90,185  
Income tax expense   (7,993 )     (20,898 )     (10,849 )     (31,060 )
Loss from equity investment   (14 )     (44 )     (77 )     (7 )
Net income $ 21,488     $ 24,994     $ 33,440     $ 59,118  
Less: Net income attributable to non-controlling interests   48       51       149       182  
Net income attributable to ARKO Corp. $ 21,440     $ 24,943     $ 33,291     $ 58,936  
Series A redeemable preferred stock dividends   (1,449 )     (1,449 )     (4,301 )     (4,301 )
Net income attributable to common shareholders $ 19,991     $ 23,494     $ 28,990     $ 54,635  
Net income per share attributable to common shareholders - basic $ 0.17     $ 0.20     $ 0.24     $ 0.45  
Net income per share attributable to common shareholders - diluted $ 0.17     $ 0.17     $ 0.24     $ 0.43  
Weighted average shares outstanding:                      
Basic   118,389       120,074       119,505       121,950  
Diluted   120,292       130,388       120,602       123,527  




  Condensed consolidated balance sheets  
           
  September 30, 2023     December 31, 2022  
  (in thousands)  
Assets          
Current assets:          
Cash and cash equivalents $ 204,237     $ 298,529  
Restricted cash   16,203       18,240  
Short-term investments   3,375       2,400  
Trade receivables, net   179,529       118,140  
Inventory   266,061       221,951  
Other current assets   116,835       87,873  
Total current assets   786,240       747,133  
Non-current assets:          
Property and equipment, net   760,391       645,809  
Right-of-use assets under operating leases   1,408,208       1,203,188  
Right-of-use assets under financing leases, net   179,490       182,113  
Goodwill   278,261       217,297  
Intangible assets, net   212,807       197,123  
Equity investment   2,847       2,924  
Deferred tax asset   47,107       22,728  
Other non-current assets   44,433       36,855  
Total assets $ 3,719,784     $ 3,255,170  
Liabilities          
Current liabilities:          
Long-term debt, current portion $ 15,947     $ 11,944  
Accounts payable   249,406       217,370  
Other current liabilities   187,943       154,097  
Operating leases, current portion   65,433       57,563  
Financing leases, current portion   9,213       5,457  
Total current liabilities   527,942       446,431  
Non-current liabilities:          
Long-term debt, net   812,166       740,043  
Asset retirement obligation   80,442       64,909  
Operating leases   1,414,609       1,218,045  
Financing leases   228,424       225,907  
Other non-current liabilities   269,401       178,945  
Total liabilities   3,332,984       2,874,280  
           
Series A redeemable preferred stock   100,000       100,000  
           
Shareholders' equity:          
Common stock   12       12  
Treasury stock   (65,554 )     (40,042 )
Additional paid-in capital   243,271       229,995  
Accumulated other comprehensive income   9,119       9,119  
Retained earnings   99,965       81,750  
Total shareholders' equity   286,813       280,834  
Non-controlling interest   (13 )     56  
Total equity   286,800       280,890  
Total liabilities, redeemable preferred stock and equity $ 3,719,784     $ 3,255,170  


  Condensed consolidated statements of cash flows  
                       
  For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
  2023     2022     2023     2022  
  (in thousands)  
Cash flows from operating activities:                      
Net income $ 21,488     $ 24,994     $ 33,440     $ 59,118  
Adjustments to reconcile net income to net cash provided by operating activities:                      
Depreciation and amortization   33,713       26,061       94,949       75,050  
Deferred income taxes   10,087       18,057       (4,028 )     20,728  
Loss on disposal of assets and impairment charges   2,265       1,418       5,543       3,389  
Foreign currency loss   72       13       130       241  
Amortization of deferred financing costs and debt discount   644       632       1,857       1,894  
Amortization of deferred income   (2,373 )     (1,977 )     (6,302 )     (7,269 )
Accretion of asset retirement obligation   572       430       1,690       1,259  
Non-cash rent   3,860       1,977       10,418       5,714  
Charges to allowance for credit losses   448       122       1,021       473  
Loss from equity investment   14       44       77       7  
Share-based compensation   4,614       3,145       13,238       9,027  
Fair value adjustment of financial assets and liabilities   (6,379 )     2,742       (11,627 )     (3,848 )
Other operating activities, net   1,303       148       2,279       855  
Changes in assets and liabilities:                      
Increase in trade receivables   (44,314 )     (28,376 )     (62,487 )     (59,867 )
(Increase) decrease in inventory   (9,178 )     21,377       (17,386 )     (14,570 )
Increase in other assets   (17,464 )     (14,974 )     (28,429 )     (7,367 )
Increase (decrease) in accounts payable   15,087       (8,914 )     29,667       37,493  
Increase in other current liabilities   16,643       18,955       8,992       7,631  
(Decrease) increase in asset retirement obligation         (60 )     46       (94 )
Increase in non-current liabilities   1,719       1,787       5,719       9,899  
Net cash provided by operating activities   32,821       67,601       78,807       139,763  
Cash flows from investing activities:                      
Purchase of property and equipment   (25,565 )     (27,734 )     (75,603 )     (72,902 )
Purchase of intangible assets   (10 )     (51 )     (45 )     (176 )
Proceeds from sale of property and equipment   10,621       133,119       307,106       140,380  
Business acquisitions, net of cash   (13,268 )     (179,350 )     (494,904 )     (191,203 )
Decrease in investments, net         31,825             58,934  
Repayment of loans to equity investment                     174  
Net cash used in investing activities   (28,222 )     (42,191 )     (263,446 )     (64,793 )
Cash flows from financing activities:                      
Receipt of long-term debt, net   4,600       51,450       78,833       51,450  
Repayment of debt   (6,006 )     (36,279 )     (16,517 )     (42,372 )
Principal payments on financing leases   (1,325 )     (1,710 )     (4,237 )     (5,014 )
Proceeds from sale-leaseback               80,397        
Payment of Additional Consideration                     (2,085 )
Payment of Ares Put Option               (9,808 )      
Common stock repurchased   (11,636 )     (4 )     (25,199 )     (40,042 )
Dividends paid on common stock   (3,559 )     (2,402 )     (10,775 )     (7,291 )
Dividends paid on redeemable preferred stock   (1,449 )     (1,449 )     (4,301 )     (4,301 )
Distributions to non-controlling interests         (60 )           (180 )
Net cash (used in) provided by financing activities   (19,375 )     9,546       88,393       (49,835 )
Net (decrease) increase in cash and cash equivalents and restricted cash   (14,776 )     34,956       (96,246 )     25,135  
Effect of exchange rate on cash and cash equivalents and restricted cash   (62 )     12       (83 )     (109 )
Cash and cash equivalents and restricted cash, beginning of period   235,278       262,601       316,769       272,543  
Cash and cash equivalents and restricted cash, end of period $ 220,440     $ 297,569     $ 220,440     $ 297,569  




  Reconciliation of EBITDA and Adjusted EBITDA  
                       
  For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
  2023     2022     2023     2022  
  (in thousands)  
Net income $ 21,488     $ 24,994     $ 33,440     $ 59,118  
Interest and other financing expenses, net   14,579       19,796       48,341       43,110  
Income tax expense   7,993       20,898       10,849       31,060  
Depreciation and amortization   33,713       26,061       94,949       75,050  
EBITDA   77,773       91,749       187,579       208,338  
Non-cash rent expense (a)   3,860       1,977       10,418       5,714  
Acquisition costs (b)   1,127       1,673       7,980       3,177  
Loss on disposal of assets and impairment charges (c)   2,265       1,418       5,543       3,389  
Share-based compensation expense (d)   4,614       3,145       13,238       9,027  
Loss from equity investment (e)   14       44       77       7  
Adjustment to contingent consideration (f)   952       (1,550 )     (672 )     (2,076 )
Internal entity realignment and streamlining (g)         408             408  
Other (h)   558       604       726       637  
Adjusted EBITDA $ 91,163     $ 99,468     $ 224,889     $ 228,621  
                       
(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 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 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 non-recurring charges related to our internal entity realignment and streamlining.  
                       
(h) Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.  

 


Investor and Media Contact
Ross Parman
ARKO Corp.
investors@gpminvestments.com

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Source: ARKO CORP.