Exhibit 99.1

ARKO Reports Record Revenue and Profitability in 2022

Operating Income of $167 Million Compared to $142.1 in 2021, $33.7 Million in Q4 2022 Compared to $28.4 Million in Q4 2021; Net Income of $72.0 Million Compared to $59.4 Million in 2021, $12.86 Million in Q4 2022 Compared to $12.93 Million in Q4 2021

Full Year Adjusted EBITDA of $301.1 Million, Compared to $256.6 in 2021, Q4 2022 Adjusted EBITDA of $72.4 Million Compared to $58.4 Million Q4 2021

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 and year ended December 31, 2022.

Fourth Quarter and Full Year 2022 Key Highlights 1

Operating income for the quarter was $33.7 million, compared to $28.4 million in the prior year quarter. For the year, operating income was $167.0 million, compared to $142.1 million in 2021.
Net income for the quarter was $12.86 million, compared to $12.93 million in the prior year period. Net income for the year was $72.0 million, compared to $59.4 million for the prior year.
Adjusted EBITDA was $72.4 million for the quarter, compared to $58.4 million in the prior year period. For the year, Adjusted EBITDA was $301.1 million, compared to $256.6 million in 2021.
Completed two accretive acquisitions, marking 22 acquisitions closed since 2013: Certain assets of Quarles Petroleum, Incorporated (“Quarles”); and the equity of Pride Convenience Holdings LLC (“Pride”). Announced two pending acquisitions to acquire the assets of Transit Energy Group LLC (“TEG”) and WTG Fuels Holdings LLC (“WTG”).
Same store merchandise sales excluding cigarettes increased 4.3% for the quarter and 2.6% for the year compared to the prior year periods and increased 9.2% on a two-year stack basis for the quarter and 7.4% for the year.
Merchandise margin increased 50 basis points to 30.5% for the fourth quarter, and 110 basis points for the full year.
Merchandise revenue for the year was $1.65 billion, an increase of $31.2 million compared to 2021. Merchandise revenue for the fourth quarter was $403.1 million, an increase of $7 million compared to the prior year period.
Retail fuel gross profit increased 16.3% for the fourth quarter to $104.3 million and increased 19.0% for the year to $416.2 million.
ARKO Corp.’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock.

“ARKO had another excellent year in 2022, with strong performance that highlights our strength as a convenience retailer, with a clear strategy that has continued to drive growth in our business,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “Our core convenience store business performed very well as the many initiatives undertaken this year matured. We successfully pursued

 


 

accretive acquisitions, closing two, with two more slated to close in the first half of the year. We are focused on disciplined capital allocation, enhancing stores, building value for our customers through multiple initiatives, and pursuing strategic acquisitions. With our strong cash flow and balance sheet, I have confidence that we can continue to execute and create stockholder value over the long-term.”

1 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 2022 Segment Highlights

Retail

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

(in thousands)

 

Fuel gallons sold

 

251,658

 

 

 

267,403

 

 

 

1,006,469

 

 

 

1,038,561

 

Same store fuel gallons sold decrease (%) 1

 

(8.3

%)

 

 

(0.2

%)

 

 

(8.1

%)

 

 

(1.3

%)

Fuel margin, cents per gallon 2

 

41.4

 

 

 

33.5

 

 

 

41.4

 

 

 

33.7

 

Merchandise revenue

$

403,084

 

 

$

396,106

 

 

$

1,647,642

 

 

$

1,616,404

 

Same store merchandise sales increase (decrease) (%) 1

 

1.2

%

 

 

0.2

%

 

 

(1.0

%)

 

 

1.6

%

Same store merchandise sales excluding
  cigarettes increase (%)
1

 

4.3

%

 

 

4.9

%

 

 

2.6

%

 

 

4.8

%

Merchandise contribution 3

$

122,771

 

 

$

118,851

 

 

$

501,219

 

 

$

472,910

 

Merchandise margin 4

 

30.5

%

 

 

30.0

%

 

 

30.4

%

 

 

29.3

%

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

For the fourth quarter, retail fuel profitability (excluding intercompany charges by the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”)) increased approximately $14.6 million to $104.3 million, and, for the full year, increased $66.3 million to $416.2 million, both compared to the prior year periods. Strong fuel margin capture of 41.4 cents per gallon increased 23.6% for the fourth quarter and increased 22.8% to 41.4 cents per gallon for the full year compared to the prior year periods. There was an increase in same store fuel profit of $11.3 million for the quarter, and an increase of $47.4 million for the year (excluding intercompany charges by GPMP).

Same store merchandise sales excluding cigarettes increased 4.3% for the quarter and 2.6% for the year and increased on a two-year stack basis by 9.2% for the quarter and 7.4% for the year. Total merchandise contribution increased $3.9 million, or 3.3% for the quarter, with merchandise margin increasing 50 basis points compared to the prior year quarter. For the year, total merchandise

 


 

contribution increased $28.3 million, or 6.0% compared to the prior year. Merchandise margin increased approximately 110 basis points to 30.4% for the year as a result of favorable changes in sales mix.

Wholesale

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

(in thousands)

 

Fuel gallons sold – fuel supply locations

 

182,871

 

 

 

200,794

 

 

 

746,513

 

 

 

814,628

 

Fuel gallons sold – consignment agent locations

 

40,921

 

 

 

40,546

 

 

 

156,059

 

 

 

163,391

 

Fuel margin, cents per gallon1 – fuel supply locations

 

6.2

 

 

 

6.5

 

 

 

6.8

 

 

 

5.8

 

Fuel margin, cents per gallon1 – consignment agent locations

 

26.8

 

 

 

27.2

 

 

 

30.2

 

 

 

25.4

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

Wholesale fuel contribution (excluding intercompany charges by GPMP) decreased approximately $1.8 million for the quarter, and increased approximately $9.7 million for the full year.

Fuel contribution from fuel supply locations (excluding intercompany charges by GPMP) decreased by $1.7 million for the quarter, primarily due to a $0.9 million fee recognized as income in the fourth quarter of 2021 in connection to the termination of several fuel supply contracts with independent dealers, which we did not record in the fourth quarter of 2022, and lower volumes. For the year, fuel contribution from fuel supply locations (excluding intercompany charges by GPMP) increased by $4.2 million, and fuel margin increased compared to 2021 primarily due to greater prompt pay discounts related to higher fuel costs, greater fuel rebates, and contribution from the Quarles acquisition.

Fuel contribution from consignment agent locations (excluding intercompany charges by GPMP) decreased approximately $0.1 million for the quarter and increased $5.5 million for the year. For the quarter, the decrease was due to fuel margin declining $0.4 cents compared to the prior year period, with contributions from the Quarles acquisition offsetting the decline. For the year, the increase was due to an increase in fuel margin of 4.8 cents per gallon due to greater prompt pay discounts related to higher fuel costs, greater fuel rebates, improved rack to retail margins and contribution from the Quarles acquisition, which was offset by lower volumes.

Fleet Fueling

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2022

 

 

2022

 

 

(in thousands)

 

Fuel gallons sold – proprietary cardlock locations

 

31,040

 

 

 

57,104

 

Fuel gallons sold – third-party cardlock locations

 

1,585

 

 

 

2,882

 

Fuel margin, cents per gallon1 – proprietary cardlock locations

 

53.9

 

 

 

48.4

 

Fuel margin, cents per gallon1 – third-party cardlock locations

 

7.8

 

 

 

6.5

 

 

 

 

 

 

 

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 fleet fueling segment was added to the Company’s business on July 22, 2022, upon the closing of the Quarles acquisition and was rapidly integrated during the second half of 2022. The Company recognized strong cash flow from this segment following the closing of the Quarles acquisition due to fuel price volatility in the second half of 2022. Fuel profitability (excluding intercompany charges by GPMP) was approximately $16.9 million for the quarter, and approximately $27.8 million for the full year. 2

Store Operating Expenses

For the fourth quarter of 2022, convenience store operating expenses increased $13.6 million, or 8.7%, due to incremental expenses related to the Pride acquisition and an increase in expenses at same stores, including $7.0 million of higher personnel costs, or 11.5%, and $0.7 million of higher credit card fees, or 3.5%, due to higher retail prices. For the year ended December 31, 2022, store operating expenses increased $75.9 million, or 12.8%, as compared to the year ended December 31, 2021, due to approximately $36 million of incremental expenses related to the Pride acquisition and the acquisitions completed in 2021 and an increase in expenses at same stores, including $32.0 million of higher personnel costs, or 14.2%, and $10.4 million of higher credit card fees, or 14.5%, due to higher retail prices. The increase in store operating expenses was partially offset by underperforming retail stores that were closed or converted to independent dealers.

Long-Term Growth Strategy Updates

Acquisitions

ARKO continued to execute its long-term growth strategy with four accretive acquisitions announced in 2022, marking 22 total acquisitions completed since 2013 and two more pending.

Quarles Acquisition

The Quarles acquisition closed on July 22, 2022, adding 121 proprietary Quarles-branded cardlock sites and 63 third-party cardlock sites for fleet fueling operations, and 46 independent dealer locations, including certain lessee-dealer sites. For the period from the acquisition closing date through December 31, 2022, the Company recognized $317.2 million in revenue and $20 million of Adjusted EBITDA related to the Quarles acquisition.

Pride Acquisition

The Pride acquisition closed on December 6, 2022, adding 31 convenience stores in Massachusetts and Connecticut, and one new-to-industry (NTI) store that broke ground in July 2022. The Company is integrating this acquisition and looks forward to adding value to these stores with a larger assortment and new promotions. For the period from the acquisition closing date through December 31, 2022, the Company recognized $25.7 million in revenue and $1.8 million of Adjusted EBITDA related to the Pride acquisition.

The Pride acquisition increased the Company’s total EV charging network, with 18 chargers installed across five stores in Massachusetts, for a total of 21 chargers across three states currently in the Company’s network, with multiple installation projects in the pipeline.

 


 

2 Full year results for the fleet fueling segment reflect a commencement of operations of such segment on July 22, 2022.

 

Pending Transit Energy Group Acquisition

On September 9, 2022, the Company entered into a purchase agreement to acquire from TEG company-operated convenience stores and gas stations (of which there are anticipated to be approximately 135 at closing), fuel supply rights to independent dealer locations (of which there are anticipated to be approximately 190 at closing), as well as other assets, all in the Southeastern United States. The Company currently anticipates closing this acquisition in the first quarter of 2023.

Pending WTG Fuels Holdings LLC Acquisition

On December 6, 2022, the Company entered into an asset purchase agreement to acquire from WTG certain assets, including 24 Uncle’s Convenience Stores located across western Texas, and 57 proprietary GASCARD-branded fleet fueling cardlock sites and 52 private cardlock sites located in western Texas and southeastern New Mexico. The Company currently anticipates closing this acquisition in the second quarter of 2023.

Other Strategic Initiatives

In 2022, the Company fully remodeled six stores, and commenced the planning and engineering phase of an NTI store in Atlanta, Texas, with expected construction completion in 2024.

The Company continued to make progress on numerous in-store sales growth and margin enhancing initiatives, including preparing its store network for activation of the enhanced, customer relationship-focused fas REWARDS® loyalty mobile app, with high value features for the benefit of its approximately 1.3 million currently enrolled members and new loyalty customers.

For the year, the Company successfully installed 548 bean-to-cup coffee machines. As this initiative matures and marketing gains traction, stores with bean-to-cup machines have increased coffee unit sales by an average of 7.2% since installation, and loyalty members taking advantage of the $0.99 coffee program enjoyed over 741,000 more cups compared to 2021.

The Company now has 18 Sbarro, the Original New York Pizza, locations and is currently working on additional new food offerings. The Company continues to make progress identifying food offerings with a value proposition that resonates with its customers and increases margins, trips and average basket size.

Liquidity and Capital Expenditures

As of December 31, 2022, the Company’s total liquidity was approximately $675 million, consisting of cash and cash equivalents of approximately $299 million and approximately $376 million available under lines of credit. Outstanding debt was $752 million, resulting in net debt, excluding financing leases, of approximately $453 million. Capital expenditures were approximately $98.6 million for the year ended December 31, 2022, including the purchase of certain fee properties, bean-to-cup coffee equipment, upgrades to fuel dispensers and other investments in its stores, compared to net capital expenditures of $73 million3 for the prior year.

 


 

3 Representing capital expenditures of $226.2 million, net of $152.9 million of proceeds paid by Oak Street for two transactions accounted for as deemed sale-leasebacks.

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 strong financial position.

The Company’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock, to be paid on March 21, 2023, to stockholders of record as of March 9, 2023.

In February 2022, the Company’s Board of Directors authorized a share repurchase program for up to an aggregate of $50 million of outstanding shares of common stock. In the year ended December 31, 2022, the Company repurchased approximately 4.5 million shares of common stock under the repurchase program for approximately $39.0 million, or an average share price of $8.60.

Oak Street Purchases

In April 2022, the Company secured a $1.15 billion real property commitment from Oak Street, a division of Blue Owl Capital (“Oak Street”). This was an extension and increase in funds of an agreement originally signed in May 2021. In the fourth quarter of 2022, Oak Street paid approximately $201.7 million to acquire the entity holding certain real estate assets related to the Pride acquisition.

The Company entered into a master lease agreement with Oak Street to lease the properties for a term of 20 years, with six five-year renewal options. There is approximately $948.3 million remaining in the $1.15 billion real property commitment from Oak Street. Oak Street is expected to pay approximately $375 million of the consideration for the pending TEG and WTG acquisitions anticipated to close in the first half of 2023.

Environmental Sustainability, Social Responsibility, and Corporate Governance (ESG)

On December 27, 2022, ARKO published its inaugural ESG report, built upon its ESG policy and reporting a baseline governance framework, environmental initiatives and social responsibility initiatives. The report can be accessed using this link: https://www.arkocorp.com/company-information/responsibility.

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 December 31,

 

 

For the Year
Ended December 31,

 

Retail Segment

2022

 

 

2021

 

 

2022

 

 

2021

 

Number of sites at beginning of period

 

1,383

 

 

 

1,379

 

 

 

1,406

 

 

 

1,330

 

Acquired sites

 

32

 

 

 

36

 

 

 

32

 

 

 

97

 

Newly opened or reopened sites

 

 

 

 

 

 

 

 

 

 

1

 

Company-controlled sites converted to

 

 

 

 

 

 

 

 

 

 

 

consignment or fuel supply locations, net

 

(8

)

 

 

(6

)

 

 

(17

)

 

 

(9

)

Closed, relocated or divested sites

 

(3

)

 

 

(3

)

 

 

(17

)

 

 

(13

)

Number of sites at end of period

 

1,404

 

 

 

1,406

 

 

 

1,404

 

 

 

1,406

 

 

 


 

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

Wholesale Segment 1

2022

 

 

2021

 

 

2022

 

 

2021

 

Number of sites at beginning of period

 

1,670

 

 

 

1,633

 

 

 

1,628

 

 

 

1,597

 

Acquired sites

 

 

 

 

 

 

 

46

 

 

 

 

Newly opened or reopened sites 2

 

14

 

 

 

15

 

 

 

74

 

 

 

76

 

Consignment or fuel supply locations converted

 

 

 

 

 

 

 

 

 

 

 

   from Company-controlled sites, net

 

8

 

 

 

6

 

 

 

17

 

 

 

9

 

Closed, relocated or divested sites

 

(18

)

 

 

(26

)

 

 

(91

)

 

 

(54

)

Number of sites at end of period

 

1,674

 

 

 

1,628

 

 

 

1,674

 

 

 

1,628

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes bulk and spot purchasers.

 

 

 

 

 

 

 

 

 

 

 

 

 

2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

Fleet Fueling Segment

2022

 

 

2022

 

Number of sites at beginning of period

 

183

 

 

 

 

Acquired sites

 

 

 

 

184

 

Closed, relocated or divested sites

 

 

 

 

(1

)

Number of sites at end of period

 

183

 

 

 

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 February 28, 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, including the potential resurgence of the coronavirus (COVID-19) pandemic; 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 defines free cash flow as net cash provided by operating activities less the purchase of property and equipment. The Company uses EBITDA, Adjusted EBITDA, and free cash flow 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, Adjusted EBITDA, and free cash flow 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, Adjusted EBITDA, and free cash flow 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, Adjusted EBITDA, and free cash flow 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, Adjusted EBITDA, and free cash flow, 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.

Media Contact

Andrew Petro

Matter on behalf of ARKO

(978) 518-4531

apetro@matternow.com

 

Investor Contact

Ross Parman

ARKO Corp.

investors@gpminvestments.com

 

 


 

 

Consolidated statements of operations

 

 

 

 

 

 

 

 

For the Three Months Ended December 31,

 

 

For the Year Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

   Fuel revenue

$

1,752,136

 

 

$

1,570,264

 

 

$

7,401,090

 

 

$

5,714,333

 

   Merchandise revenue

 

403,084

 

 

 

396,106

 

 

 

1,647,642

 

 

 

1,616,404

 

   Other revenues, net

 

24,858

 

 

 

21,835

 

 

 

94,067

 

 

 

86,661

 

Total revenues

 

2,180,078

 

 

 

1,988,205

 

 

 

9,142,799

 

 

 

7,417,398

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

   Fuel costs

 

1,606,546

 

 

 

1,456,336

 

 

 

6,856,651

 

 

 

5,275,907

 

   Merchandise costs

 

280,313

 

 

 

277,255

 

 

 

1,146,423

 

 

 

1,143,494

 

Store operating expenses

 

186,977

 

 

 

166,480

 

 

 

721,174

 

 

 

630,518

 

General and administrative expenses

 

39,274

 

 

 

33,397

 

 

 

139,969

 

 

 

124,667

 

Depreciation and amortization

 

26,702

 

 

 

25,648

 

 

 

101,752

 

 

 

97,194

 

Total operating expenses

 

2,139,812

 

 

 

1,959,116

 

 

 

8,965,969

 

 

 

7,271,780

 

Other expenses, net

 

6,547

 

 

 

725

 

 

 

9,816

 

 

 

3,536

 

Operating income

 

33,719

 

 

 

28,364

 

 

 

167,014

 

 

 

142,082

 

   Interest and other financial income

 

2,721

 

 

 

7,876

 

 

 

3,178

 

 

 

3,005

 

   Interest and other financial expenses

 

(19,016

)

 

 

(24,041

)

 

 

(62,583

)

 

 

(74,212

)

Income before income taxes

 

17,424

 

 

 

12,199

 

 

 

107,609

 

 

 

70,875

 

   Income tax (expense) benefit

 

(4,497

)

 

 

651

 

 

 

(35,557

)

 

 

(11,634

)

   (Loss) income from equity investment

 

(67

)

 

 

81

 

 

 

(74

)

 

 

186

 

Net income

$

12,860

 

 

$

12,931

 

 

$

71,978

 

 

$

59,427

 

Less: Net income attributable to non-controlling interests

 

49

 

 

 

50

 

 

 

231

 

 

 

229

 

Net income attributable to ARKO Corp.

$

12,811

 

 

$

12,881

 

 

$

71,747

 

 

$

59,198

 

Series A redeemable preferred stock dividends

 

(1,449

)

 

 

(1,450

)

 

 

(5,750

)

 

 

(5,735

)

Net income attributable to common shareholders

$

11,362

 

 

$

11,431

 

 

$

65,997

 

 

$

53,463

 

Net income per share attributable to
   common shareholders - basic

$

0.09

 

 

$

0.09

 

 

$

0.54

 

 

$

0.43

 

Net income per share attributable to
   common shareholders - diluted

$

0.09

 

 

$

0.09

 

 

$

0.53

 

 

$

0.42

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

  Basic

 

120,074

 

 

 

124,428

 

 

 

121,476

 

 

 

124,412

 

  Diluted

 

121,508

 

 

 

124,953

 

 

 

123,224

 

 

 

125,437

 

 

 


 

 

Consolidated balance sheets

 

 

 

 

 

 

 

 

December 31, 2022

 

 

December 31, 2021

 

 

(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash and cash equivalents

$

298,529

 

 

$

252,141

 

   Restricted cash

 

18,240

 

 

 

20,402

 

   Short-term investments

 

2,400

 

 

 

58,807

 

   Trade receivables, net

 

118,140

 

 

 

62,342

 

   Inventory

 

221,951

 

 

 

197,836

 

   Other current assets

 

87,873

 

 

 

92,095

 

Total current assets

 

747,133

 

 

 

683,623

 

Non-current assets:

 

 

 

 

 

   Property and equipment, net

 

645,809

 

 

 

548,969

 

   Right-of-use assets under operating leases

 

1,203,188

 

 

 

1,064,982

 

   Right-of-use assets under financing leases, net

 

182,113

 

 

 

192,378

 

   Goodwill

 

217,297

 

 

 

197,648

 

   Intangible assets, net

 

197,123

 

 

 

185,993

 

   Equity investment

 

2,924

 

 

 

2,998

 

   Deferred tax asset

 

22,728

 

 

 

41,047

 

   Other non-current assets

 

36,855

 

 

 

24,637

 

Total assets

$

3,255,170

 

 

$

2,942,275

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Long-term debt, current portion

$

11,944

 

 

$

40,384

 

   Accounts payable

 

217,370

 

 

 

172,918

 

   Other current liabilities

 

154,097

 

 

 

137,488

 

   Operating leases, current portion

 

57,563

 

 

 

51,261

 

   Financing leases, current portion

 

5,457

 

 

 

6,383

 

Total current liabilities

 

446,431

 

 

 

408,434

 

Non-current liabilities:

 

 

 

 

 

   Long-term debt, net

 

740,043

 

 

 

676,625

 

   Asset retirement obligation

 

64,909

 

 

 

58,021

 

   Operating leases

 

1,218,045

 

 

 

1,076,905

 

   Financing leases

 

225,907

 

 

 

229,215

 

   Deferred tax liability

 

 

 

 

2,546

 

   Other non-current liabilities

 

178,945

 

 

 

136,853

 

Total liabilities

 

2,874,280

 

 

 

2,588,599

 

 

 

 

 

 

 

Series A redeemable preferred stock

 

100,000

 

 

 

100,000

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

   Common stock

 

12

 

 

 

12

 

   Treasury stock

 

(40,042

)

 

 

 

   Additional paid-in capital

 

229,995

 

 

 

217,675

 

   Accumulated other comprehensive income

 

9,119

 

 

 

9,119

 

   Retained earnings

 

81,750

 

 

 

26,646

 

Total shareholders' equity

 

280,834

 

 

 

253,452

 

   Non-controlling interest

 

56

 

 

 

224

 

Total equity

 

280,890

 

 

 

253,676

 

Total liabilities, redeemable preferred stock and equity

$

3,255,170

 

 

$

2,942,275

 

 

 


 

 

Consolidated statements of cash flows

 

 

For the Three Months Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

12,860

 

 

$

12,931

 

 

$

71,978

 

 

$

59,427

 

Adjustments to reconcile net income to net cash provided by
   operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

26,702

 

 

 

25,648

 

 

 

101,752

 

 

 

97,194

 

Deferred income taxes

 

1,572

 

 

 

938

 

 

 

22,300

 

 

 

4,848

 

Loss (gain) on disposal of assets and impairment charges

 

2,342

 

 

 

(514

)

 

 

5,731

 

 

 

1,384

 

Foreign currency (gain) loss

 

(14

)

 

 

(144

)

 

 

227

 

 

 

(1,320

)

Amortization of deferred financing costs, debt discount and premium

 

620

 

 

 

7,881

 

 

 

2,514

 

 

 

9,304

 

Amortization of deferred income

 

(2,455

)

 

 

(3,225

)

 

 

(9,724

)

 

 

(10,327

)

Accretion of asset retirement obligation

 

574

 

 

 

439

 

 

 

1,833

 

 

 

1,705

 

Non-cash rent

 

2,189

 

 

 

1,586

 

 

 

7,903

 

 

 

6,359

 

Charges to allowance for credit losses

 

186

 

 

 

151

 

 

 

659

 

 

 

601

 

Loss (income) from equity investment

 

67

 

 

 

(81

)

 

 

74

 

 

 

(186

)

Share-based compensation

 

3,134

 

 

 

1,677

 

 

 

12,161

 

 

 

5,804

 

Fair value adjustment of financial assets and liabilities

 

452

 

 

 

(5,416

)

 

 

(3,396

)

 

 

3,821

 

Other operating activities, net

 

(80

)

 

 

(50

)

 

 

775

 

 

 

677

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in trade receivables

 

9,638

 

 

 

3,689

 

 

 

(50,229

)

 

 

(16,003

)

Decrease (increase) in inventory

 

7,720

 

 

 

(4,083

)

 

 

(6,850

)

 

 

(21,816

)

Decrease (increase) in other assets

 

8,843

 

 

 

4,627

 

 

 

1,476

 

 

 

(5,421

)

(Decrease) increase in accounts payable

 

(5,848

)

 

 

(8,348

)

 

 

31,645

 

 

 

16,813

 

(Decrease) increase in other current liabilities

 

(747

)

 

 

4,374

 

 

 

6,884

 

 

 

7,867

 

Decrease in asset retirement obligation

 

(1

)

 

 

(2

)

 

 

(95

)

 

 

(130

)

Increase (decrease) in non-current liabilities

 

1,739

 

 

 

(2,434

)

 

 

11,638

 

 

 

(1,410

)

Net cash provided by operating activities

 

69,493

 

 

 

39,644

 

 

 

209,256

 

 

 

159,191

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(25,693

)

 

 

(178,082

)

 

 

(98,595

)

 

 

(226,205

)

Purchase of intangible assets

 

 

 

 

(24

)

 

 

(176

)

 

 

(246

)

Proceeds from sale of property and equipment

 

147,521

 

 

 

248,169

 

 

 

287,901

 

 

 

284,854

 

Business acquisitions, net of cash

 

(228,523

)

 

 

(109,543

)

 

 

(419,726

)

 

 

(203,070

)

Prepayment for WTG acquisition

 

(4,000

)

 

 

 

 

 

(4,000

)

 

 

 

(Increase) decrease in investments

 

 

 

 

(27,110

)

 

 

58,934

 

 

 

(27,110

)

Loans to equity investment, net

 

 

 

 

 

 

 

174

 

 

 

 

Net cash used in investing activities

 

(110,695

)

 

 

(66,590

)

 

 

(175,488

)

 

 

(171,777

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Receipt of long-term debt, net

 

19,446

 

 

 

442,723

 

 

 

70,896

 

 

 

484,089

 

Repayment of debt

 

(3,576

)

 

 

(426,543

)

 

 

(45,948

)

 

 

(531,834

)

Principal payments on financing leases

 

(1,529

)

 

 

(2,044

)

 

 

(6,543

)

 

 

(8,094

)

Proceeds from sale-leaseback

 

54,988

 

 

 

619

 

 

 

54,988

 

 

 

44,188

 

Payment of Additional Consideration

 

(3,828

)

 

 

(3,828

)

 

 

(5,913

)

 

 

(3,828

)

Payment of merger transaction issuance costs

 

 

 

 

(9

)

 

 

 

 

 

(4,773

)

Common stock repurchased

 

 

 

 

 

 

 

(40,042

)

 

 

 

Dividends paid on common stock

 

(3,602

)

 

 

 

 

 

(10,893

)

 

 

 

Dividends paid on redeemable preferred stock

 

(1,449

)

 

 

(1,450

)

 

 

(5,750

)

 

 

(5,892

)

Distributions to non-controlling interests

 

(60

)

 

 

(60

)

 

 

(240

)

 

 

(240

)

Net cash provided by (used in) financing activities

 

60,390

 

 

 

9,408

 

 

 

10,555

 

 

 

(26,384

)

 


 

Net increase (decrease) in cash and cash equivalents and restricted cash

 

19,188

 

 

 

(17,538

)

 

 

44,323

 

 

 

(38,970

)

Effect of exchange rate on cash and cash equivalents and restricted cash

 

12

 

 

 

(24

)

 

 

(97

)

 

 

(1,464

)

Cash and cash equivalents and restricted cash, beginning of period

 

297,569

 

 

 

290,105

 

 

 

272,543

 

 

 

312,977

 

Cash and cash equivalents and restricted cash, end of period

$

316,769

 

 

$

272,543

 

 

$

316,769

 

 

$

272,543

 

 

 

 


 

 

Reconciliation of EBITDA and Adjusted EBITDA

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

(in thousands)

 

Net income

$

12,860

 

 

$

12,931

 

 

$

71,978

 

 

$

59,427

 

Interest and other financing expenses, net

 

16,295

 

 

 

16,165

 

 

 

59,405

 

 

 

71,207

 

Income tax expense (benefit)

 

4,497

 

 

 

(651

)

 

 

35,557

 

 

 

11,634

 

Depreciation and amortization

 

26,702

 

 

 

25,648

 

 

 

101,752

 

 

 

97,194

 

EBITDA

 

60,354

 

 

 

54,093

 

 

 

268,692

 

 

 

239,462

 

Non-cash rent expense (a)

 

2,189

 

 

 

1,586

 

 

 

7,903

 

 

 

6,359

 

Acquisition costs (b)

 

4,985

 

 

 

1,585

 

 

 

8,162

 

 

 

5,366

 

Loss (gain) on disposal of assets and impairment charges (c)

 

2,342

 

 

 

(514

)

 

 

5,731

 

 

 

1,384

 

Share-based compensation expense (d)

 

3,134

 

 

 

1,677

 

 

 

12,161

 

 

 

5,804

 

Loss (income) from equity investment (e)

 

67

 

 

 

(81

)

 

 

74

 

 

 

(186

)

Adjustment to contingent consideration (f)

 

(128

)

 

 

 

 

 

(2,204

)

 

 

(1,740

)

Internal entity realignment and streamlining (g)

 

67

 

 

 

 

 

 

475

 

 

 

 

Other (h)

 

(577

)

 

 

26

 

 

 

60

 

 

 

126

 

Adjusted EBITDA

$

72,433

 

 

$

58,372

 

 

$

301,054

 

 

$

256,575

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 our 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 Empire Acquisition and owed by the seller in the 2019 acquisition of 64 sites from a third party.

 

 

 

 

 

 

 

 

 

 

 

 

 

(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.

 

 

 


 

 

Reconciliation of Free Cash Flow

 

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

 

Net cash provided by operating activities

$

69,493

 

 

$

39,644

 

 

 

209,256

 

 

 

159,191

 

 

Purchase of property and equipment

 

(25,693

)

 

 

(25,212

)

(a)

 

(98,595

)

 

 

(73,335

)

(a)

Free cash flow

$

43,800

 

 

$

14,432

 

 

 

110,661

 

 

 

85,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Representing capital expenditures of $226.2 million for 2021 and $178.1 million for the fourth quarter of 2021, net of $152.9 million of proceeds paid by Oak Street for two transactions accounted for as deemed sale-leasebacks.