ARKO 8-K
ARKO Corp. (ARKO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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(IRS Employer |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 6, 2023, ARKO Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure.
The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
On November 6, 2023, the Company posted slides in conjunction with its earnings presentation for the quarter ended September 30, 2023 on its website at https://www.arkocorp.com/company-information/presentations. The information contained on or accessible through the Company’s website is not a part of, and is not incorporated by reference in, this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ARKO CORP. |
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Date: |
November 6, 2023 |
By: |
/s/ Arie Kotler |
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Name: Title: |
Arie Kotler |
Exhibit 99.1
ARKO Corp. Reports Third Quarter 2023 Results
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
Other Key Highlights
“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
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For the Three Months |
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For the Nine Months |
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2023 |
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2022 |
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2023 |
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2022 |
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(in thousands) |
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Fuel gallons sold |
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300,796 |
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262,010 |
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843,286 |
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754,811 |
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Same store fuel gallons sold decrease (%) 1 |
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(5.3 |
%) |
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(9.7 |
%) |
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(4.5 |
%) |
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(8.0 |
%) |
Fuel margin, cents per gallon 2 |
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40.3 |
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44.8 |
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38.7 |
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41.3 |
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Merchandise revenue |
$ |
506,425 |
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$ |
445,822 |
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$ |
1,391,274 |
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$ |
1,244,558 |
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Same store merchandise sales increase |
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0.1 |
% |
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0.7 |
% |
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1.4 |
% |
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(1.8 |
%) |
Same store merchandise sales excluding |
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1.0 |
% |
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4.3 |
% |
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3.9 |
% |
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2.0 |
% |
Merchandise contribution 3 |
$ |
160,726 |
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$ |
138,892 |
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$ |
438,349 |
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$ |
378,448 |
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Merchandise margin 4 |
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31.7 |
% |
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31.2 |
% |
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31.5 |
% |
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30.4 |
% |
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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. |
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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. |
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3 Calculated as merchandise revenue less merchandise costs. |
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4 Calculated as merchandise contribution divided by merchandise revenue. |
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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.
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For the Three Months Ended September 30, 2023 |
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Pride 1 |
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TEG 2 |
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Uncle's |
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Speedy 4 |
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Total |
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(in thousands) |
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Date of Acquisition: |
Dec 6, 2022 |
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Mar 1, 2023 |
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Jun 6, 2023 |
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Aug 15, 2023 |
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Revenues: |
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Fuel revenue |
$ |
73,019 |
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$ |
104,850 |
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$ |
21,927 |
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$ |
3,138 |
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$ |
202,934 |
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Merchandise revenue |
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16,078 |
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39,776 |
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9,625 |
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1,400 |
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66,879 |
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Other revenues, net |
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1,386 |
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1,391 |
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203 |
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23 |
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3,003 |
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Total revenues |
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90,483 |
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146,017 |
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31,755 |
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4,561 |
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272,816 |
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Operating expenses: |
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Fuel costs |
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65,818 |
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96,593 |
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18,797 |
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2,798 |
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184,006 |
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Merchandise costs |
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10,523 |
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27,218 |
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6,258 |
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949 |
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44,948 |
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Store operating expenses |
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10,152 |
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18,373 |
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5,147 |
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696 |
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34,368 |
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Total operating expenses |
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86,493 |
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142,184 |
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30,202 |
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4,443 |
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263,322 |
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Operating income |
$ |
3,990 |
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$ |
3,833 |
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$ |
1,553 |
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$ |
118 |
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$ |
9,494 |
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Fuel gallons sold |
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18,486 |
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30,126 |
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5,809 |
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830 |
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55,251 |
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Merchandise contribution 5 |
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5,555 |
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12,558 |
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3,367 |
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451 |
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21,931 |
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Merchandise margin 6 |
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34.6 |
% |
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31.6 |
% |
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35.0 |
% |
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32.2 |
% |
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For the Nine Months Ended September 30, 2023 |
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Pride |
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TEG |
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Uncle's |
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Speedy 4 |
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Total |
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(in thousands) |
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Date of Acquisition: |
Dec 6, 2022 |
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Mar 1, 2023 |
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Jun 6, 2023 |
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Aug 15, 2023 |
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Revenues: |
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Fuel revenue |
$ |
212,444 |
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$ |
236,052 |
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$ |
28,025 |
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$ |
3,138 |
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$ |
479,659 |
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Merchandise revenue |
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45,221 |
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92,100 |
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12,471 |
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1,400 |
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151,192 |
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Other revenues, net |
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4,170 |
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3,122 |
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257 |
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23 |
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7,572 |
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Total revenues |
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261,835 |
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331,274 |
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40,753 |
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4,561 |
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638,423 |
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Operating expenses: |
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Fuel costs |
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191,117 |
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217,210 |
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23,817 |
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2,798 |
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434,942 |
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Merchandise costs |
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29,906 |
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63,344 |
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8,185 |
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949 |
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102,384 |
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Store operating expenses |
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30,182 |
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41,949 |
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6,372 |
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|
696 |
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79,199 |
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Total operating expenses |
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251,205 |
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322,503 |
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38,374 |
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4,443 |
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616,525 |
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Operating income |
$ |
10,630 |
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$ |
8,771 |
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$ |
2,379 |
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$ |
118 |
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$ |
21,898 |
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Fuel gallons sold |
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55,764 |
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70,183 |
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7,523 |
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|
830 |
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134,300 |
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Merchandise contribution 5 |
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15,315 |
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28,756 |
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4,286 |
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451 |
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48,808 |
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Merchandise margin 6 |
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33.9 |
% |
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31.2 |
% |
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34.4 |
% |
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32.2 |
% |
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1 Acquisition of Pride Convenience Holdings, LLC ("Pride") |
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2 Acquisition from Transit Energy Group and affiliates ("TEG"); includes only the retail stores acquired in the TEG acquisition. |
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3 Acquisition from WTG Fuels Holdings, LLC ("WTG"); includes only the retail stores acquired in the WTG acquisition. |
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4 Acquisition of seven Speedy's retail stores. |
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5 Calculated as merchandise revenue less merchandise costs. |
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6 Calculated as merchandise contribution divided by merchandise revenue. |
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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
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For the Three Months |
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For the Nine Months |
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2023 |
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2022 |
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2023 |
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2022 |
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(in thousands) |
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Fuel gallons sold – fuel supply locations |
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205,836 |
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189,537 |
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601,399 |
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563,642 |
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Fuel gallons sold – consignment agent locations |
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45,365 |
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41,145 |
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127,861 |
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115,138 |
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Fuel margin, cents per gallon1 – fuel supply locations |
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6.4 |
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6.9 |
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6.1 |
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7.0 |
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Fuel margin, cents per gallon1 – consignment agent |
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28.9 |
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32.7 |
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26.9 |
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31.4 |
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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. |
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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.
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For the Three Months Ended September 30, 2023 |
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For the Nine Months Ended September 30, 2023 |
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Quarles 1 |
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TEG 2 |
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WTG 3 |
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Total |
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Quarles 1 |
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TEG 2 |
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WTG 3 |
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Total |
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(in thousands) |
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Date of Acquisition: |
Jul 22, 2022 |
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Mar 1, 2023 |
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Jun 6, 2023 |
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Jul 22, 2022 |
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Mar 1, 2023 |
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Jun 6, 2023 |
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Revenues: |
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Fuel revenue |
$ |
20,381 |
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$ |
92,575 |
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$ |
2,796 |
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$ |
115,752 |
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$ |
57,708 |
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$ |
214,629 |
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$ |
3,444 |
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$ |
275,781 |
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Other revenues, |
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275 |
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|
|
645 |
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5 |
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|
|
925 |
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|
863 |
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1,499 |
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6 |
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|
|
2,368 |
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Total revenues |
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20,656 |
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|
|
93,220 |
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|
|
2,801 |
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|
|
116,677 |
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|
|
58,571 |
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|
|
216,128 |
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|
|
3,450 |
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|
|
278,149 |
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Operating expenses: |
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Fuel costs |
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19,693 |
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|
|
88,503 |
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|
|
2,556 |
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|
|
110,752 |
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|
|
55,757 |
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|
|
208,282 |
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|
|
3,178 |
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|
|
267,217 |
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Store operating |
|
493 |
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|
|
833 |
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|
|
64 |
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|
|
1,390 |
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|
|
1,430 |
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|
|
1,927 |
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|
|
81 |
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|
|
3,438 |
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Total operating |
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20,186 |
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|
|
89,336 |
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|
|
2,620 |
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|
|
112,142 |
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|
|
57,187 |
|
|
|
210,209 |
|
|
|
3,259 |
|
|
|
270,655 |
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Operating income |
$ |
470 |
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|
$ |
3,884 |
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|
$ |
181 |
|
|
$ |
4,535 |
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|
$ |
1,384 |
|
|
$ |
5,919 |
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|
$ |
191 |
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$ |
7,494 |
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Fuel gallons sold |
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5,861 |
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|
|
31,666 |
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|
|
789 |
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|
|
38,316 |
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|
|
17,304 |
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|
77,653 |
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|
1,007 |
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95,964 |
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1 Acquisition from Quarles Petroleum, Incorporated ("Quarles"); includes only the wholesale business acquired in the Quarles acquisition. |
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2 Includes only the wholesale business acquired in the TEG acquisition. |
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3 Includes only the wholesale business acquired in the WTG acquisition. |
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|||||||||||||||||||||||||||
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 |
|
|
For the Nine Months |
|
||||||||||
|
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 |
|
|
For the Nine Months |
|
||||||||||
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 |
|
|
For the Nine Months |
|
||||||||||
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 |
|
|
For the Nine Months |
|
||||||||||
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.
Investor and Media Contact
Ross Parman
ARKO Corp.
|
Condensed consolidated statements of operations |
|
|||||||||||||
|
|
|
|
|
|
||||||||||
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
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 |
|
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 |
$ |
0.17 |
|
|
$ |
0.20 |
|
|
$ |
0.24 |
|
|
$ |
0.45 |
|
Net income per share attributable to common |
$ |
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 |
|
|
For the Nine Months |
|
||||||||||
|
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 |
|
|
|
|
|
|
|
|
|
|
|
||||
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 |
|
|
For the Nine Months |
|
||||||||||
|
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. |
|
||||||||||||||