ARKO Corp. Reports Second Quarter 2023 Results

RICHMOND, Va., Aug. 07, 2023 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (โ€œARKOโ€ or the โ€œCompanyโ€), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the quarter ended Juneย 30, 2023.

Second Quarter 2023 Key Highlights1

  • Net income for the quarter was $14.5 million, compared to $31.8 million in the prior year quarter, primarily due to an approximately $15 million increase in depreciation and amortization expenses in connection with recent acquisitions, and favorable fair-value adjustments in the prior year quarter.
  • Adjusted EBITDA for the quarter was $86.2 million, an increase of $7.2 million, as compared to $79.0 million in the prior year quarter.
  • Same store merchandise sales excluding cigarettes increased 3.8% for the quarter compared to the prior year period; same store merchandise sales increased 0.7% for the quarter compared to the prior year period.
  • Merchandise gross profit contribution grew by $6.5 million for the quarter, or 5.0%, on a same store basis, as compared to the prior year period.
  • Merchandise margin continued to increase by 150 basis points to 31.9% for the quarter compared to 30.4% in the prior year period.
  • Total retail gallons increased 15.9% in Q2 2023 compared to Q2 2022, while volumes on a same store basis declined 2.6%.

Other Key Highlights

  • On June 6, 2023, closed the acquisition of the retail, wholesale and fleet fueling assets of WTG Fuels Holdings, LLC (โ€œWTGโ€), the owner of Uncleโ€™s Convenience Stores and GASCARD fleet fueling operations (the โ€œWTG Acquisitionโ€).
  • Currently available financing of more than $2 billion, including cash, lines of credit and Oak Street agreement.
    • Renewal and increase of GPMP credit line to $800 million, extending maturity to 2028.
    • Amended and extended the program agreement with Oak Street, a division of Blue Owl Capital (โ€œOak Streetโ€), with capacity of up to $1.5 billion (in addition to the funding for the WTG Acquisition).
  • Ended quarter with 1.48 million total enrolled fas REWARDSยฎ members, representing a 10.5% increase in enrolled marketable members since the first quarter of 2023.
  • On June 30, 2023, introduced a new Pride location in South Windsor, Connecticut, boasting almost 5,000 square feet, indoor and outdoor seating, and a drive through for even more convenience.
  • Named for the second consecutive year to the 2023 Fortune 500 list, ranking 460th, moving up 38 places from 2022.
  • ARKO Corp.โ€™s Board of Directors increased the Companyโ€™s authorized share repurchase program from $50 million to $100 million.
  • ARKO Corp.โ€™s Board of Directors declared a quarterly dividend of $0.03 per share of common stock to be paid on September 1, 2023, to stockholders of record as of August 15, 2023.

โ€œI am very proud of the results and performance that the employees of our company were able to achieve this quarter,โ€ said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. โ€œThe teamโ€™s key focus is to improve our core convenience store operations through targeted initiatives, like increasing assortment and merchandising mix to give our customers the options and convenience they seek. We always strive to provide the best service and store experience for our customers. We are very pleased with the pace of integration and early results of recent acquisitions. ARKOโ€™s results this quarter demonstrate that our organic initiatives and core M&A and integration capabilities help create long-term stockholder value.โ€

1 See Use of Non-GAAP Measures below.

Second Quarter 2023 Segment Highlights

Retail

ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
ย 2023ย ย 2022ย ย 2023ย ย 2022ย 
ย (in thousands)ย 
Fuel gallons soldย 293,584ย ย ย 253,243ย ย ย 542,490ย ย ย 492,801ย 
Same store fuel gallons sold decrease (%) 1ย (2.6%)ย ย (10.6%)ย ย (4.2%)ย ย (7.1%)
Fuel margin, cents per gallon 2ย 39.7ย ย ย 41.3ย ย ย 37.7ย ย ย 39.4ย 
Merchandise revenue$484,561ย ย $431,751ย ย $884,849ย ย $798,736ย 
Same store merchandise sales increase
(decrease) (%) 1
ย 0.7%ย ย (2.7%)ย ย 2.1%ย ย (3.1%)
Same store merchandise sales excluding
cigarettes increase (%) 1
ย 3.8%ย ย 1.4%ย ย 5.6%ย ย 0.8%
Merchandise contribution 3$154,658ย ย $131,364ย ย $277,623ย ย $239,556ย 
Merchandise margin 4ย 31.9%ย ย 30.4%ย ย 31.4%ย ย 30.0%
ย ย ย ย ย ย ย ย ย ย ย ย 
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.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
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.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
3 Calculated as merchandise revenue less merchandise costs.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
4 Calculated as merchandise contribution divided by merchandise revenue.ย 
ย ย 

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.

ย For the Three Months Ended Juneย 30, 2023ย ย For the Six Months Ended Juneย 30, 2023ย 
ย Pride 1ย ย TEG 2ย ย Uncleโ€™s
(WTG)
3
ย ย Totalย ย Prideย ย TEGย ย Uncleโ€™s
(WTG)
3
ย ย Totalย 
ย (in thousands)
Date of Acquisition:Dec 6, 2022ย ย Mar 1, 2023ย ย Jun 6, 2023ย ย ย ย ย Dec 6, 2022ย ย Mar 1, 2023ย ย Jun 6, 2023ย ย ย ย 
Revenues:ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
Fuel revenue$71,388ย ย $99,128ย ย $6,098ย ย $176,614ย ย $139,425ย ย $131,202ย ย $6,098ย ย $276,725ย 
Merchandise revenueย 15,629ย ย ย 39,381ย ย ย 2,846ย ย ย 57,856ย ย ย 29,143ย ย ย 52,324ย ย ย 2,846ย ย ย 84,313ย 
Other revenues,
net
ย 1,397ย ย ย 1,322ย ย ย 54ย ย ย 2,773ย ย ย 2,784ย ย ย 1,731ย ย ย 54ย ย ย 4,569ย 
Total revenuesย 88,414ย ย ย 139,831ย ย ย 8,998ย ย ย 237,243ย ย ย 171,352ย ย ย 185,257ย ย ย 8,998ย ย ย 365,607ย 
Operating expenses:ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
Fuel costsย 64,335ย ย ย 90,832ย ย ย 5,020ย ย ย 160,187ย ย ย 125,299ย ย ย 120,617ย ย ย 5,020ย ย ย 250,936ย 
Merchandise costsย 10,185ย ย ย 27,189ย ย ย 1,927ย ย ย 39,301ย ย ย 19,383ย ย ย 36,126ย ย ย 1,927ย ย ย 57,436ย 
Store operating
expenses
ย 10,495ย ย ย 18,064ย ย ย 1,225ย ย ย 29,784ย ย ย 20,030ย ย ย 23,576ย ย ย 1,225ย ย ย 44,831ย 
Total operating
expenses
ย 85,015ย ย ย 136,085ย ย ย 8,172ย ย ย 229,272ย ย ย 164,712ย ย ย 180,319ย ย ย 8,172ย ย ย 353,203ย 
Operating income$3,399ย ย $3,746ย ย $826ย ย $7,971ย ย $6,640ย ย $4,938ย ย $826ย ย $12,404ย 
Fuel gallons soldย 19,387ย ย ย 30,165ย ย ย 1,714ย ย ย 51,266ย ย ย 37,278ย ย ย 40,057ย ย ย 1,714ย ย ย 79,049ย 
Merchandise
contribution 4
ย 5,444ย ย ย 12,192ย ย ย 919ย ย ย 18,555ย ย ย 9,760ย ย ย 16,198ย ย ย 919ย ย ย 26,877ย 
Merchandise margin 5ย 34.8%ย ย 31.0%ย ย 32.3%ย ย ย ย ย 33.5%ย ย 31.0%ย ย 32.3%ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
1 Acquisition of Pride Convenience Holdings, LLC (โ€œPrideโ€)ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
2 Acquisition from Transit Energy Group and affiliates (โ€œTEGโ€); includes only the retail stores acquired in the TEG acquisition.ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
3 Includes only the retail stores acquired in the WTG acquisition.ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
4 Calculated as merchandise revenue less merchandise costs.ย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
5 Calculated as merchandise contribution divided by merchandise revenue.ย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 

For the second quarter, retail fuel profitability (excluding intercompany charges by the Companyโ€™s wholesale fuel distribution subsidiary, GPM Petroleum LP (โ€œGPMPโ€)) increased approximately $11.9 million to $116.6 million compared to the prior year period, with resilient fuel margin capture of 39.7 cents per gallon, which decreased 1.6 cents per gallon for the second quarter of 2023 compared to the prior year period. Same store fuel profit was $97.5 million (excluding intercompany charges by GPMP), compared to $102.7 million for the prior year quarter. This decrease in same store fuel profit was fully offset by approximately $19.0 million incremental fuel profit from recent acquisitions.

Same store merchandise sales excluding cigarettes increased 3.8% for the quarter compared to the second quarter of 2022. Same store merchandise sales increased 0.7% compared to the prior year period, primarily due to higher revenue from the Companyโ€™s six core destination categories (packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer), other tobacco products and franchises as a result of marketing initiatives, including expanded category assortments, new franchise food offerings and investments in coolers and freezers, which was partially offset by lower revenue from cigarettes. Total merchandise contribution for the quarter increased $23.3 million, or 17.7%, compared to the second quarter of 2022, with merchandise margin increasing 150 basis points, to 31.9% from 30.4% in the second quarter of 2022, primarily due to higher contribution from the Companyโ€™s six core destination categories and franchises. The increase in merchandise contribution was due to $18.6 million from recent acquisitions, and an increase at same stores of $6.5 million.

Wholesale

ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
ย 2023ย ย 2022ย ย 2023ย ย 2022ย 
ย (in thousands)ย 
Fuel gallons sold โ€“ fuel supply locationsย 213,136ย ย ย 193,164ย ย ย 395,563ย ย ย 374,105ย 
Fuel gallons sold โ€“ consignment agent locationsย 44,534ย ย ย 37,996ย ย ย 82,496ย ย ย 73,993ย 
Fuel margin, cents per gallon1 โ€“ fuel supply locationsย 5.9ย ย ย 7.2ย ย ย 6.0ย ย ย 7.1ย 
Fuel margin, cents per gallon1 โ€“ consignment agent
locations
ย 25.3ย ย ย 32.3ย ย ย 25.8ย ย ย 30.7ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
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.ย 
ย ย 

The table below shows financial information and certain key metrics of recent acquisitions in the Wholesale Segment that do not have comparable information for the prior periods.

ย For the Three Months Ended Juneย 30, 2023ย ย For the Six Months Ended Juneย 30, 2023ย 
ย Quarles 1ย ย TEG 2ย ย WTG 3ย ย Totalย ย Quarles 1ย ย TEG 2ย ย WTG 3ย ย Totalย 
ย (in thousands)
Date of Acquisition:Jul 22, 2022ย ย Mar 1, 2023ย ย Jun 6, 2023ย ย ย ย ย Jul 22, 2022ย ย Mar 1, 2023ย ย Jun 6, 2023ย ย ย ย 
Revenues:ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
Fuel revenue$19,564ย ย $93,660ย ย $648ย ย $113,872ย ย $37,327ย ย $122,054ย ย $648ย ย $160,029ย 
Other revenues,
net
ย 310ย ย ย 667ย ย ย 1ย ย ย 978ย ย ย 588ย ย ย 854ย ย ย 1ย ย ย 1,443ย 
Total revenuesย 19,874ย ย ย 94,327ย ย ย 649ย ย ย 114,850ย ย ย 37,915ย ย ย 122,908ย ย ย 649ย ย ย 161,472ย 
Operating expenses:ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
Fuel costsย 18,912ย ย ย 92,267ย ย ย 622ย ย ย 111,801ย ย ย 36,064ย ย ย 119,779ย ย ย 622ย ย ย 156,465ย 
Store operating
expenses
ย 488ย ย ย 850ย ย ย 17ย ย ย 1,355ย ย ย 937ย ย ย 1,094ย ย ย 17ย ย ย 2,048ย 
Total operating
expenses
ย 19,400ย ย ย 93,117ย ย ย 639ย ย ย 113,156ย ย ย 37,001ย ย ย 120,873ย ย ย 639ย ย ย 158,513ย 
Operating income$474ย ย $1,210ย ย $10ย ย $1,694ย ย $914ย ย $2,035ย ย $10ย ย $2,959ย 
Fuel gallons soldย 5,936ย ย ย 35,508ย ย ย 218ย ย ย 41,662ย ย ย 11,443ย ย ย 45,987ย ย ย 218ย ย ย 57,648ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
1 Acquisition from Quarles Petroleum, Incorporated (โ€œQuarlesโ€); includes only the wholesale business acquired in the Quarles acquisition.
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
2 Includes only the wholesale business acquired in the TEG acquisition.
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
3 Includes only the wholesale business acquired in the WTG acquisition.
ย ย ย ย ย 

Wholesale fuel contribution (excluding intercompany charges by GPMP) decreased by approximately $2.5 million for the quarter.

Fuel contribution from fuel supply locations (excluding intercompany charges by GPMP) decreased by $1.5 million for the quarter, primarily due to decreased prompt pay discounts related to lower fuel costs and lower volumes at legacy wholesale sites, which was partially offset by the contribution from recent acquisitions.

Fuel contribution from consignment agent locations (excluding intercompany charges by GPMP) decreased approximately $1.0 million for the quarter, primarily due to lower rack-to-retail margins and decreased prompt pay discounts related to lower fuel costs, which was partially offset by the contribution from recent acquisitions.

Fleet Fueling

The fleet fueling segment reflects a commencement of operations of such segment on July 22, 2022.

ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
ย 2023ย ย 2023ย 
ย (in thousands)ย 
Fuel gallons sold โ€“ proprietary cardlock locationsย 32,417ย ย ย 63,433ย 
Fuel gallons sold โ€“ third-party cardlock locationsย 2,036ย ย ย 3,646ย 
Fuel margin, cents per gallon1 โ€“ proprietary cardlock locationsย 43.9ย ย ย 44.2ย 
Fuel margin, cents per gallon1 โ€“ third-party cardlock locationsย 7.7ย ย ย 4.9ย 
ย ย ย ย ย ย 
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.ย 
ย ย 

The table below shows financial information and certain key metrics of recent acquisitions in the Fleet Fueling Segment that do not have comparable information for the prior periods.

ย For the Three Months Ended Juneย 30, 2023ย ย For the Six Months Ended Juneย 30, 2023ย 
ย Quarles 1ย ย WTG 2ย ย Totalย ย Quarles 1ย ย WTG 2ย ย Totalย 
ย (in thousands)ย ย ย ย 
Date of Acquisition:Jul 22, 2022ย ย Jun 6, 2023ย ย ย ย ย Jul 22, 2022ย ย Jun 6, 2023ย ย ย ย 
Revenues:ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
Fuel revenue$115,986ย ย $5,160ย ย $121,146ย ย $243,480ย ย $5,160ย ย $248,640ย 
Other revenues, netย 1,640ย ย ย 36ย ย ย 1,676ย ย ย 2,591ย ย ย 36ย ย ย 2,627ย 
Total revenuesย 117,626ย ย ย 5,196ย ย ย 122,822ย ย ย 246,071ย ย ย 5,196ย ย ย 251,267ย 
Operating expenses:ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
Fuel costsย 104,063ย ย ย 4,372ย ย ย 108,435ย ย ย 219,294ย ย ย 4,372ย ย ย 223,666ย 
Store operating expensesย 4,915ย ย ย 128ย ย ย 5,043ย ย ย 9,705ย ย ย 128ย ย ย 9,833ย 
Total operating expensesย 108,978ย ย ย 4,500ย ย ย 113,478ย ย ย 228,999ย ย ย 4,500ย ย ย 233,499ย 
Operating income$8,648ย ย $696ย ย $9,344ย ย $17,072ย ย $696ย ย $17,768ย 
Fuel gallons soldย 32,988ย ย ย 1,465ย ย ย 34,453ย ย ย 65,614ย ย ย 1,465ย ย ย 67,079ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
1 Includes only the fleet fueling business acquired in the Quarles acquisition.ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
2 Includes only the fleet fueling business acquired in the WTG acquisition.ย 
ย ย 

The Company recognized strong cash flow from the fleet fueling segment during the quarter. Fuel profitability (excluding intercompany charges by GPMP) was approximately $14.4 million for the quarter.

Store Operating Expenses

For the second quarter of 2023, convenience store operating expenses increased $29.5 million, or 17.5% as compared to the prior year period, primarily due to $29.8 million of expenses related to recent acquisitions and an increase of $3.2 million in expenses at same stores, mainly driven by $4.2 million, or 6.5% as compared to the prior year period, of higher personnel costs. The increase in store operating expenses was partially offset by underperforming retail stores that the Company closed or converted to dealer locations.

Long-Term Growth Strategy Updates

Credit Line Increase and Renewal

On May 5, 2023, GPMP renewed and extended its revolving credit facility with a syndicate of banks led by Capital One, National Association. The credit line was increased to $800 million, and its maturity was extended to May 2028.

Extension of Oak Street Program Agreement

On May 2, 2023, the Company and affiliates of Oak Street, entered into a third amendment to the Program Agreement, which, among other things, extended the term of the Program Agreement and the exclusivity period thereunder through September 30, 2024, and provides for up to $1.5 billion of capacity under the Program Agreement from the date of such amendment through September 30, 2024, not including the funding for the WTG Acquisition.

Acquisitions

On June 6, 2023, the Company closed on its acquisition of the assets of WTG, which, at closing, operated 24 company-operated Uncleโ€™s convenience stores across western Texas. As part of this acquisition, the Company also acquired WTGโ€™s GASCARD-branded fleet fueling network, including 68 proprietary fleet fueling cardlock sites strategically located in large industrial areas in Western Texas and Southeastern New Mexico and 43 private cardlock sites. The WTG Acquisition included three land parcels and nine independent dealer locations.

Liquidity and Capital Expenditures

As of Juneย 30, 2023, the Companyโ€™s total liquidity was approximately $822 million, consisting of cash and cash equivalents of approximately $220 million and approximately $602 million of availability under lines of credit. Outstanding debt was $824 million, resulting in net debt, excluding financing leases, of approximately $604 million. Capital expenditures were approximately $26.7 million for the quarter.

Quarterly Dividend and Share Repurchase Program

The Companyโ€™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 Companyโ€™s confidence in the strength of its cash generation ability and financial position.

The Companyโ€™s Board of Directors declared a quarterly dividend of $0.03 per share of common stock, to be paid on September 1, 2023, to stockholders of record as of August 15, 2023.

On May 16, 2023, the Companyโ€™s Board of Directors increased the Companyโ€™s previously authorized share repurchase program from $50 million to $100 million. During the quarter, the Company repurchased approximately 1.5 million shares of common stock under the repurchase program for approximately $11.2 million, or an average share price of $7.55. There is approximately $49 million remaining under the expanded share repurchase program as of Juneย 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:

ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
Retail Segment2023ย ย 2022ย ย 2023ย ย 2022ย 
Number of sites at beginning of periodย 1,531ย ย ย 1,396ย ย ย 1,404ย ย ย 1,406ย 
Acquired sitesย 24ย ย ย โ€”ย ย ย 159ย ย ย โ€”ย 
Newly opened or reopened sitesย 2ย ย ย โ€”ย ย ย 3ย ย ย โ€”ย 
Company-controlled sites converted toย ย ย ย ย ย ย ย ย ย ย 
consignment or fuel supply locations, netย (6)ย ย (1)ย ย (11)ย ย (7)
Closed, relocated or divested sitesย (4)ย ย (7)ย ย (8)ย ย (11)
Number of sites at end of periodย 1,547ย ย ย 1,388ย ย ย 1,547ย ย ย 1,388ย 


ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
Wholesale Segment 12023ย ย 2022ย ย 2023ย ย 2022ย 
Number of sites at beginning of period 2ย 1,841ย ย ย 1,625ย ย ย 1,674ย ย ย 1,628ย 
Acquired sites 2ย 9ย ย ย โ€”ย ย ย 190ย ย ย โ€”ย 
Newly opened or reopened sites 3ย 17ย ย ย 21ย ย ย 24ย ย ย 40ย 
Consignment or fuel supply locationsย ย ย ย ย ย ย ย ย ย ย 
converted from Company-controlled sites, netย 6ย ย ย 1ย ย ย 11ย ย ย 7ย 
Closed, relocated or divested sitesย (49)ย ย (27)ย ย (75)ย ย (55)
Number of sites at end of periodย 1,824ย ย ย 1,620ย ย ย 1,824ย ย ย 1,620ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
1 Excludes bulk and spot purchasers.ย 
2 As part of our review of the initial accounting for the TEG Acquisition, we have adjusted the number of acquired sites to exclude 11 spot purchasers acquired, consistent with our historical methodology. There was no impact on our previously reported gallons sold or financial results.ย 
3 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.ย 


ย For the Three and Six
Months Ended Juneย 30,
ย 
Fleet Fueling Segment2023ย 
Number of sites at beginning of periodย 183ย 
Acquired sitesย 111ย 
Closed, relocated or divested sitesย (1)
Number of sites at end of periodย 293ย 
ย ย ย ย 

Conference Call and Webcast Details

The Company will host a conference call to discuss these results at 10:00 a.m. Eastern Time on August 8, 2023. Investors and analysts interested in participating in the live call can dial 877-605-1792 or 201-689-8728.

A simultaneous, live webcast will also be available on the Investor Relations section of the Companyโ€™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 REWARDSยฎ 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 โ€œforward-looking statementsโ€ within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Companyโ€™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 โ€œanticipate,โ€ โ€œaim,โ€ โ€œbelieve,โ€ โ€œcontinue,โ€ โ€œcould,โ€ โ€œestimate,โ€ โ€œexpect,โ€ โ€œintends,โ€ โ€œmay,โ€ โ€œmight,โ€ โ€œplan,โ€ โ€œpossible,โ€ โ€œpotential,โ€ โ€œpredict,โ€ โ€œproject,โ€ โ€œshould,โ€ โ€œwill,โ€ โ€œwouldโ€ and the negative of these terms, and similar references to future periods. These statements are based on managementโ€™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 Companyโ€™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 โ€œsame store basis,โ€ which is a non-GAAP measure. Information disclosed on a โ€œsame store basisโ€ excludes the results of any store that is not a โ€œsame storeโ€ 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 (โ€œGAAPโ€).

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 Companyโ€™s use of these non-GAAP financial measures with those used by other companies.

ย ย ย 
ย Condensed consolidated statements of operationsย 
ย ย ย ย ย ย 
ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
ย 2023ย ย 2022ย ย 2023ย ย 2022ย 
ย (in thousands)ย 
Revenues:ย ย ย ย ย ย ย ย ย ย ย 
Fuel revenue$1,957,100ย ย $2,085,854ย ย $3,618,764ย ย $3,669,380ย 
Merchandise revenueย 484,561ย ย ย 431,751ย ย ย 884,849ย ย ย 798,736ย 
Other revenues, netย 27,480ย ย ย 22,658ย ย ย 53,904ย ย ย 44,958ย 
Total revenuesย 2,469,141ย ย ย 2,540,263ย ย ย 4,557,517ย ย ย 4,513,074ย 
Operating expenses:ย ย ย ย ย ย ย ย ย ย ย 
Fuel costsย 1,801,103ย ย ย 1,955,019ย ย ย 3,338,985ย ย ย 3,425,668ย 
Merchandise costsย 329,903ย ย ย 300,387ย ย ย 607,226ย ย ย 559,180ย 
Store operating expensesย 218,002ย ย ย 178,077ย ย ย 410,685ย ย ย 344,615ย 
General and administrative expensesย 42,660ย ย ย 32,956ย ย ย 83,076ย ย ย 64,741ย 
Depreciation and amortizationย 32,837ย ย ย 24,353ย ย ย 61,236ย ย ย 48,989ย 
Total operating expensesย 2,424,505ย ย ย 2,490,792ย ย ย 4,501,208ย ย ย 4,443,193ย 
Other expenses, netย 4,956ย ย ย 1,197ย ย ย 7,676ย ย ย 2,318ย 
Operating incomeย 39,680ย ย ย 48,274ย ย ย 48,633ย ย ย 67,563ย 
Interest and other financial incomeย 2,428ย ย ย 8,997ย ย ย 9,630ย ย ย 6,710ย 
Interest and other financial expensesย (22,588)ย ย (16,336)ย ย (43,392)ย ย (30,024)
Income before income taxesย 19,520ย ย ย 40,935ย ย ย 14,871ย ย ย 44,249ย 
Income tax expenseย (5,014)ย ย (9,157)ย ย (2,856)ย ย (10,162)
(Loss) income from equity investmentย (27)ย ย 28ย ย ย (63)ย ย 37ย 
Net income$14,479ย ย $31,806ย ย $11,952ย ย $34,124ย 
Less: Net income attributable to non-controlling
interests
ย 48ย ย ย 52ย ย ย 101ย ย ย 131ย 
Net income attributable to ARKO Corp.$14,431ย ย $31,754ย ย $11,851ย ย $33,993ย 
Series A redeemable preferred stock dividendsย (1,434)ย ย (1,434)ย ย (2,852)ย ย (2,852)
Net income attributable to common shareholders$12,997ย ย $30,320ย ย $8,999ย ย $31,141ย 
Net income per share attributable to common
shareholders - basic
$0.11ย ย $0.25ย ย $0.07ย ย $0.25ย 
Net income per share attributable to common
shareholders - diluted
$0.11ย ย $0.24ย ย $0.07ย ย $0.25ย 
Weighted average shares outstanding:ย ย ย ย ย ย ย ย ย ย ย 
Basicย 119,893ย ย ย 121,529ย ย ย 120,073ย ย ย 122,909ย 
Dilutedย 121,280ย ย ย 130,558ย ย ย 120,767ย ย ย 123,245ย 


ย Condensed consolidated balance sheetsย 
ย ย ย ย ย ย 
ย Juneย 30, 2023ย ย Decemberย 31, 2022ย 
ย (in thousands)ย 
Assetsย ย ย ย ย 
Current assets:ย ย ย ย ย 
Cash and cash equivalents$220,142ย ย $298,529ย 
Restricted cashย 15,136ย ย ย 18,240ย 
Short-term investmentsย 3,319ย ย ย 2,400ย 
Trade receivables, netย 135,663ย ย ย 118,140ย 
Inventoryย 256,116ย ย ย 221,951ย 
Other current assetsย 101,435ย ย ย 87,873ย 
Total current assetsย 731,811ย ย ย 747,133ย 
Non-current assets:ย ย ย ย ย 
Property and equipment, netย 748,697ย ย ย 645,809ย 
Right-of-use assets under operating leasesย 1,418,902ย ย ย 1,203,188ย 
Right-of-use assets under financing leases, netย 174,221ย ย ย 182,113ย 
Goodwillย 277,795ย ย ย 217,297ย 
Intangible assets, netย 219,598ย ย ย 197,123ย 
Equity investmentย 2,861ย ย ย 2,924ย 
Deferred tax assetย 57,007ย ย ย 22,728ย 
Other non-current assetsย 40,565ย ย ย 36,855ย 
Total assets$3,671,457ย ย $3,255,170ย 
Liabilitiesย ย ย ย ย 
Current liabilities:ย ย ย ย ย 
Long-term debt, current portion$13,369ย ย $11,944ย 
Accounts payableย 233,459ย ย ย 217,370ย 
Other current liabilitiesย 166,056ย ย ย 154,097ย 
Operating leases, current portionย 63,811ย ย ย 57,563ย 
Financing leases, current portionย 4,916ย ย ย 5,457ย 
Total current liabilitiesย 481,611ย ย ย 446,431ย 
Non-current liabilities:ย ย ย ย ย 
Long-term debt, netย 810,302ย ย ย 740,043ย 
Asset retirement obligationย 79,837ย ย ย 64,909ย 
Operating leasesย 1,422,736ย ย ย 1,218,045ย 
Financing leasesย 223,871ย ย ย 225,907ย 
Other non-current liabilitiesย 275,584ย ย ย 178,945ย 
Total liabilitiesย 3,293,941ย ย ย 2,874,280ย 
ย ย ย ย ย ย 
Series A redeemable preferred stockย 100,000ย ย ย 100,000ย 
ย ย ย ย ย ย 
Shareholdersโ€™ equity:ย ย ย ย ย 
Common stockย 12ย ย ย 12ย 
Treasury stockย (53,804)ย ย (40,042)
Additional paid-in capitalย 238,617ย ย ย 229,995ย 
Accumulated other comprehensive incomeย 9,119ย ย ย 9,119ย 
Retained earningsย 83,533ย ย ย 81,750ย 
Total shareholdersโ€™ equityย 277,477ย ย ย 280,834ย 
Non-controlling interestย 39ย ย ย 56ย 
Total equityย 277,516ย ย ย 280,890ย 
Total liabilities, redeemable preferred stock and equity$3,671,457ย ย $3,255,170ย 


ย Condensed consolidated statements of cash flowsย 
ย ย ย ย ย ย ย ย ย ย ย ย 
ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
ย 2023ย ย 2022ย ย 2023ย ย 2022ย 
ย (in thousands)ย 
Cash flows from operating activities:ย ย ย ย ย ย ย ย ย ย ย 
Net income$14,479ย ย $31,806ย ย $11,952ย ย $34,124ย 
Adjustments to reconcile net income to net
cash provided by operating activities:
ย ย ย ย ย ย ย ย ย ย ย 
Depreciation and amortizationย 32,837ย ย ย 24,353ย ย ย 61,236ย ย ย 48,989ย 
Deferred income taxesย (3,885)ย ย 5,248ย ย ย (14,115)ย ย 2,671ย 
Loss on disposal of assets and impairment chargesย 2,991ย ย ย 1,207ย ย ย 3,278ย ย ย 1,971ย 
Foreign currency lossย 24ย ย ย 191ย ย ย 58ย ย ย 228ย 
Amortization of deferred financing costs and debt discountย 621ย ย ย 628ย ย ย 1,213ย ย ย 1,262ย 
Amortization of deferred incomeย (2,069)ย ย (2,214)ย ย (3,929)ย ย (5,292)
Accretion of asset retirement obligationย 627ย ย ย 420ย ย ย 1,118ย ย ย 829ย 
Non-cash rentย 3,760ย ย ย 1,791ย ย ย 6,558ย ย ย 3,737ย 
Charges to allowance for credit lossesย 290ย ย ย 216ย ย ย 573ย ย ย 351ย 
Loss (income) from equity investmentย 27ย ย ย (28)ย ย 63ย ย ย (37)
Share-based compensationย 4,555ย ย ย 3,108ย ย ย 8,624ย ย ย 5,882ย 
Fair value adjustment of financial assets and liabilitiesย (1,020)ย ย (7,799)ย ย (5,248)ย ย (6,590)
Other operating activities, netย 647ย ย ย 584ย ย ย 976ย ย ย 707ย 
Changes in assets and liabilities:ย ย ย ย ย ย ย ย ย ย ย 
Increase in trade receivablesย (6,991)ย ย (18,605)ย ย (18,173)ย ย (31,491)
Increase in inventoryย (5,363)ย ย (14,629)ย ย (8,208)ย ย (35,947)
(Increase) decrease in other assetsย (14,510)ย ย (10,608)ย ย (10,965)ย ย 7,607ย 
Increase in accounts payableย 8,640ย ย ย 26,230ย ย ย 14,580ย ย ย 46,407ย 
Decrease in other current liabilitiesย (7,524)ย ย (6,763)ย ย (7,651)ย ย (11,324)
(Decrease) increase in asset retirement obligationย (21)ย ย โ€”ย ย ย 46ย ย ย (34)
Increase in non-current liabilitiesย 1,988ย ย ย 6,964ย ย ย 4,000ย ย ย 8,112ย 
Net cash provided by operating activitiesย 30,103ย ย ย 42,100ย ย ย 45,986ย ย ย 72,162ย 
Cash flows from investing activities:ย ย ย ย ย ย ย ย ย ย ย 
Purchase of property and equipmentย (26,658)ย ย (24,501)ย ย (50,038)ย ย (45,168)
Purchase of intangible assetsย (35)ย ย (125)ย ย (35)ย ย (125)
Proceeds from sale of property and equipmentย 88,049ย ย ย 328ย ย ย 296,485ย ย ย 7,261ย 
Prepayment for business acquisitionย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (5,000)
Business acquisitions, net of cashย (143,294)ย ย (107)ย ย (481,636)ย ย (6,853)
Decrease in investments, netย โ€”ย ย ย 25,491ย ย ย โ€”ย ย ย 27,109ย 
Repayment of loans to equity investmentย โ€”ย ย ย 174ย ย ย โ€”ย ย ย 174ย 
Net cash (used in) provided by investing activitiesย (81,938)ย ย 1,260ย ย ย (235,224)ย ย (22,602)
Cash flows from financing activities:ย ย ย ย ย ย ย ย ย ย ย 
Receipt of long-term debt, netย 19,233ย ย ย โ€”ย ย ย 74,233ย ย ย โ€”ย 
Repayment of debtย (4,919)ย ย (2,936)ย ย (10,511)ย ย (6,093)
Principal payments on financing leasesย (1,494)ย ย (1,652)ย ย (2,912)ย ย (3,304)
Proceeds from sale-leasebackย 28,793ย ย ย โ€”ย ย ย 80,397ย ย ย โ€”ย 
Payment of Additional Considerationย โ€”ย ย ย (2,085)ย ย โ€”ย ย ย (2,085)
Payment of Ares Put Optionย (9,808)ย ย โ€”ย ย ย (9,808)ย ย โ€”ย 
Common stock repurchasedย (11,253)ย ย (26,954)ย ย (13,563)ย ย (40,038)
Dividends paid on common stockย (3,607)ย ย (2,415)ย ย (7,216)ย ย (4,889)
Dividends paid on redeemable preferred stockย (1,434)ย ย (1,434)ย ย (2,852)ย ย (2,852)
Distributions to non-controlling interestsย โ€”ย ย ย (60)ย ย โ€”ย ย ย (120)
Net cash provided by (used in) financing activitiesย 15,511ย ย ย (37,536)ย ย 107,768ย ย ย (59,381)
Net (decrease) increase in cash and cash equivalents and restricted cashย (36,324)ย ย 5,824ย ย ย (81,470)ย ย (9,821)
Effect of exchange rate on cash and cash equivalents and restricted cashย โ€”ย ย ย (105)ย ย (21)ย ย (121)
Cash and cash equivalents and restricted cash, beginning of periodย 271,602ย ย ย 256,882ย ย ย 316,769ย ย ย 272,543ย 
Cash and cash equivalents and restricted cash, end of period$235,278ย ย $262,601ย ย $235,278ย ย $262,601ย 


ย Reconciliation of EBITDA and Adjusted EBITDAย 
ย ย ย ย ย ย ย ย ย ย ย ย 
ย For the Three Months
Ended Juneย 30,
ย ย For the Six Months
Ended Juneย 30,
ย 
ย 2023ย ย 2022ย ย 2023ย ย 2022ย 
ย (in thousands)ย 
Net income$14,479ย ย $31,806ย ย $11,952ย ย $34,124ย 
Interest and other financing expenses, netย 20,160ย ย ย 7,339ย ย ย 33,762ย ย ย 23,314ย 
Income tax expenseย 5,014ย ย ย 9,157ย ย ย 2,856ย ย ย 10,162ย 
Depreciation and amortizationย 32,837ย ย ย 24,353ย ย ย 61,236ย ย ย 48,989ย 
EBITDAย 72,490ย ย ย 72,655ย ย ย 109,806ย ย ย 116,589ย 
Non-cash rent expense (a)ย 3,760ย ย ย 1,791ย ย ย 6,558ย ย ย 3,737ย 
Acquisition costs (b)ย 3,277ย ย ย 823ย ย ย 6,853ย ย ย 1,504ย 
Loss on disposal of assets and impairment charges (c)ย 2,991ย ย ย 1,207ย ย ย 3,278ย ย ย 1,971ย 
Share-based compensation expense (d)ย 4,555ย ย ย 3,108ย ย ย 8,624ย ย ย 5,882ย 
Loss (income) from equity investment (e)ย 27ย ย ย (28)ย ย 63ย ย ย (37)
Adjustment to contingent consideration (f)ย (922)ย ย (526)ย ย (1,624)ย ย (526)
Other (g)ย 64ย ย ย 15ย ย ย 168ย ย ย 33ย 
Adjusted EBITDA$86,242ย ย $79,045ย ย $133,726ย ย $129,153ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
(a)ย 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.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
(b)ย 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.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
(c)ย 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.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
(d)ย 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.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
(e)ย Eliminates our share of loss (income) attributable to our unconsolidated equity investment.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
(f)ย Eliminates fair value adjustments to the contingent consideration owed to the seller for the 2020 acquisition of Empire.ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
(g)ย Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.ย 

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

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

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