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ARKO Corp. Reports Third Quarter 2023 Results
来源: Nasdaq GlobeNewswire / 06 11月 2023 16:30:01 America/New_York
RICHMOND, Va., Nov. 06, 2023 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the quarter ended September 30, 2023.
Third Quarter 2023 Key Highlights1
- Net income for the quarter was $21.5 million, compared to $25.0 million for the prior year quarter.
- Adjusted EBITDA for the quarter was $91.2 million, compared to $99.5 million for the prior year quarter, primarily due to reduced fuel contribution at same stores, with retail cents per gallon (“CPG”) of 40.3 in the current quarter compared to retail CPG of 44.8 in Q3 2022.
- Same store merchandise sales excluding cigarettes increased 1.0% for the quarter compared to the prior year period; same store merchandise sales for the quarter increased 0.1% compared to the prior year period, and were impacted by approximately $2 million in increased loyalty investments in customer acquisition related to expanding membership in the fas REWARDS® loyalty program, other loyalty promotions, and growth in the total loyalty membership base - a long-term goal of the Company. This caused a reduction in same store merchandise sales of approximately 0.4%, and same store merchandise sales excluding cigarettes of approximately 0.6%.
- Merchandise gross profit contribution grew by $21.8 million for the quarter, or 15.7%, as compared to the prior year period.
- Merchandise margin expanded, increasing approximately 50 basis points to 31.7% for the quarter compared to 31.2% for the prior year period, due to execution of key marketing and merchandising initiatives.
- Total retail gallons increased 14.8% in Q3 2023 compared to Q3 2022.
Other Key Highlights
- The Company closed its 25th acquisition, marking five closed acquisitions since the beginning of Q3 2022, increasing the total number of locations by approximately 720.
- Added more than 365,000 enrolled fas REWARDS® members during Q3 2023, while offering a special $10 enrollment promotion commencing in mid-May 2023 through September 2023. As of the end of Q3, 2023, the Company had 1.85 million total enrolled fas REWARDS® members, representing a 50% increase in enrolled members since the end of Q3 2022.
- Announced the expansion of the executive ranks at our subsidiary, GPM Investments, LLC (“GPM”), with the hiring of Richard Guidry as GPM’s Senior Vice President of Food Service, who was hired to expand its food strategy and scale it to the Family of Community Brands.
- Current available liquidity for future acquisitions of more than $2 billion, including cash, lines of credit and availability under the Oak Street program agreement.
- ARKO Corp.’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock to be paid on December 1, 2023, to stockholders of record as of November 17, 2023.
“I am very pleased with our third quarter performance, which we believe compares favorably to what was a strong prior year quarter,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “In the third quarter, our entire team continued to execute on our three key marketing and merchandise pillars including, significantly expanding the number of enrolled members in our fas REWARDS loyalty program, which we designed to enhance our relationship with our customers and provide them with extraordinary value. We continue to implement the ARKO way in the five acquisitions closed over the last year, adding merchandise assortment and growing sales in these stores’ core destination categories while capturing synergies. Our retail fuel margin was lower than the prior year quarter’s elevated fuel margins, which we expected, and we continue to execute our strategy of optimizing retail fuel gross profit dollars.”
1 See Use of Non-GAAP Measures below.
Third Quarter 2023 Segment Highlights
Retail
For the Three Months
Ended September 30,For the Nine Months
Ended September 30,2023 2022 2023 2022 (in thousands) Fuel gallons sold 300,796 262,010 843,286 754,811 Same store fuel gallons sold decrease (%) 1 (5.3 %) (9.7 %) (4.5 %) (8.0 %) Fuel margin, cents per gallon 2 40.3 44.8 38.7 41.3 Merchandise revenue $ 506,425 $ 445,822 $ 1,391,274 $ 1,244,558 Same store merchandise sales increase(decrease) (%) 1 0.1 % 0.7 % 1.4 % (1.8 %) Same store merchandise sales excluding cigarettes increase (%) 1 1.0 % 4.3 % 3.9 % 2.0 % Merchandise contribution 3 $ 160,726 $ 138,892 $ 438,349 $ 378,448 Merchandise margin 4 31.7 % 31.2 % 31.5 % 30.4 % 1 Same store is a common metric used in the convenience store industry. We consider a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure. 2 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. 3 Calculated as merchandise revenue less merchandise costs. 4 Calculated as merchandise contribution divided by merchandise revenue. The table below shows financial information and certain key metrics of recent acquisitions in the Retail Segment that do not have comparable information for the prior periods.
For the Three Months Ended September 30, 2023 Pride 1 TEG 2 Uncle's
(WTG) 3Speedy 4 Total (in thousands) Date of Acquisition: Dec 6, 2022 Mar 1, 2023 Jun 6, 2023 Aug 15, 2023 Revenues: Fuel revenue $ 73,019 $ 104,850 $ 21,927 $ 3,138 $ 202,934 Merchandise revenue 16,078 39,776 9,625 1,400 66,879 Other revenues, net 1,386 1,391 203 23 3,003 Total revenues 90,483 146,017 31,755 4,561 272,816 Operating expenses: Fuel costs 65,818 96,593 18,797 2,798 184,006 Merchandise costs 10,523 27,218 6,258 949 44,948 Store operating expenses 10,152 18,373 5,147 696 34,368 Total operating expenses 86,493 142,184 30,202 4,443 263,322 Operating income $ 3,990 $ 3,833 $ 1,553 $ 118 $ 9,494 Fuel gallons sold 18,486 30,126 5,809 830 55,251 Merchandise contribution 5 5,555 12,558 3,367 451 21,931 Merchandise margin 6 34.6 % 31.6 % 35.0 % 32.2 % For the Nine Months Ended September 30, 2023 Pride TEG Uncle's
(WTG) 3Speedy 4 Total (in thousands) Date of Acquisition: Dec 6, 2022 Mar 1, 2023 Jun 6, 2023 Aug 15, 2023 Revenues: Fuel revenue $ 212,444 $ 236,052 $ 28,025 $ 3,138 $ 479,659 Merchandise revenue 45,221 92,100 12,471 1,400 151,192 Other revenues, net 4,170 3,122 257 23 7,572 Total revenues 261,835 331,274 40,753 4,561 638,423 Operating expenses: Fuel costs 191,117 217,210 23,817 2,798 434,942 Merchandise costs 29,906 63,344 8,185 949 102,384 Store operating expenses 30,182 41,949 6,372 696 79,199 Total operating expenses 251,205 322,503 38,374 4,443 616,525 Operating income $ 10,630 $ 8,771 $ 2,379 $ 118 $ 21,898 Fuel gallons sold 55,764 70,183 7,523 830 134,300 Merchandise contribution 5 15,315 28,756 4,286 451 48,808 Merchandise margin 6 33.9 % 31.2 % 34.4 % 32.2 % 1 Acquisition of Pride Convenience Holdings, LLC ("Pride") 2 Acquisition from Transit Energy Group and affiliates ("TEG"); includes only the retail stores acquired in the TEG acquisition. 3 Acquisition from WTG Fuels Holdings, LLC ("WTG"); includes only the retail stores acquired in the WTG acquisition. 4 Acquisition of seven Speedy's retail stores. 5 Calculated as merchandise revenue less merchandise costs. 6 Calculated as merchandise contribution divided by merchandise revenue. For the third quarter, retail fuel profitability (excluding intercompany charges by the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”)) increased $3.8 million to $121.3 million compared to the prior year period, with resilient fuel margin capture of 40.3 cents per gallon, a decrease of 4.5 cents per gallon for the third quarter of 2023 compared to the prior year period. Same store fuel profit was $99.4 million (excluding intercompany charges by GPMP), compared to $116.1 million for the prior year quarter. This decrease in same store fuel profit was fully offset by approximately $21.7 million incremental fuel profit from recent acquisitions.
Same store merchandise sales excluding cigarettes increased 1.0% for the quarter compared to the third quarter of 2022. Same store merchandise sales increased 0.1% compared to the strong prior year period, which were impacted by increased loyalty investments. Same store sales were positively impacted as revenue from the Company’s six core destination categories (packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer) continued to grow. Total merchandise contribution for the quarter increased $21.8 million, or 15.7%, compared to the third quarter of 2022, due to $21.9 million in merchandise contribution from the businesses we acquired in 2023, as well as the Pride Acquisition, and an increase in merchandise contribution at same stores of approximately $1.2 million. Merchandise margin increased 50 basis points, to 31.7% from 31.2% in the third quarter of 2022, primarily due to execution of key marketing and merchandising initiatives.
Wholesale
For the Three Months
Ended September 30,For the Nine Months
Ended September 30,2023 2022 2023 2022 (in thousands) Fuel gallons sold – fuel supply locations 205,836 189,537 601,399 563,642 Fuel gallons sold – consignment agent locations 45,365 41,145 127,861 115,138 Fuel margin, cents per gallon1 – fuel supply locations 6.4 6.9 6.1 7.0 Fuel margin, cents per gallon1 – consignment agent locations 28.9 32.7 26.9 31.4 1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. The table below shows financial information and certain key metrics of recent acquisitions in the Wholesale Segment that do not have (or have only partial) comparable information for the prior periods.
For the Three Months Ended September 30, 2023 For the Nine Months Ended September 30, 2023 Quarles 1 TEG 2 WTG 3 Total Quarles 1 TEG 2 WTG 3 Total (in thousands) Date of Acquisition: Jul 22, 2022 Mar 1, 2023 Jun 6, 2023 Jul 22, 2022 Mar 1, 2023 Jun 6, 2023 Revenues: Fuel revenue $ 20,381 $ 92,575 $ 2,796 $ 115,752 $ 57,708 $ 214,629 $ 3,444 $ 275,781 Other revenues,net 275 645 5 925 863 1,499 6 2,368 Total revenues 20,656 93,220 2,801 116,677 58,571 216,128 3,450 278,149 Operating expenses: Fuel costs 19,693 88,503 2,556 110,752 55,757 208,282 3,178 267,217 Store operating expenses 493 833 64 1,390 1,430 1,927 81 3,438 Total operating expenses 20,186 89,336 2,620 112,142 57,187 210,209 3,259 270,655 Operating income $ 470 $ 3,884 $ 181 $ 4,535 $ 1,384 $ 5,919 $ 191 $ 7,494 Fuel gallons sold 5,861 31,666 789 38,316 17,304 77,653 1,007 95,964 1 Acquisition from Quarles Petroleum, Incorporated ("Quarles"); includes only the wholesale business acquired in the Quarles acquisition. 2 Includes only the wholesale business acquired in the TEG acquisition. 3 Includes only the wholesale business acquired in the WTG acquisition. In wholesale, fuel contribution from fuel supply locations (excluding intercompany charges by GPMP) increased by $0.1 million for the quarter compared to the prior year quarter, while margin decreased, primarily due to decreased prompt pay discounts related to lower fuel costs and lower volumes at legacy wholesale sites, which was partially offset by the incremental contribution from recent acquisitions.
Fuel contribution from consignment agent locations (excluding intercompany charges by GPMP) decreased approximately $0.3 million for the quarter compared to the prior year quarter and margin also decreased, primarily due to lower rack-to-retail margins and decreased prompt pay discounts related to lower fuel costs, which was partially offset by the incremental contribution from recent acquisitions.
Fleet Fueling
The fleet fueling segment commenced operations on July 22, 2022; therefore, neither the three nor nine months ended September 30, 2022 reflects the operations of this segment for the entirety of such period, which affects period-over-period comparability.
For the Three Months
Ended September 30,For the Nine Months
Ended September 30,2023 2022 2023 2022 (in thousands) Fuel gallons sold – proprietary cardlock locations 34,277 26,064 97,710 26,064 Fuel gallons sold – third-party cardlock locations 2,985 1,297 6,631 1,297 Fuel margin, cents per gallon1 – proprietary cardlock locations 39.4 41.8 42.5 41.8 Fuel margin, cents per gallon1 – third-party cardlock locations 26.6 4.8 14.6 4.8 1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed fee charged by GPMP to sites in the fleet fueling segment. The table below shows financial information and certain key metrics of recent acquisitions in the Fleet Fueling Segment that do not have (or have only partial) comparable information for the prior periods.
For the Three Months Ended September 30, 2023 For the Nine Months Ended September 30, 2023 Quarles 1 WTG 2 Total Quarles 1 WTG 2 Total (in thousands) Date of Acquisition: Jul 22, 2022 Jun 6, 2023 Jul 22, 2022 Jun 6, 2023 Revenues: Fuel revenue $ 127,305 $ 18,191 $ 145,496 $ 370,785 $ 23,351 $ 394,136 Other revenues, net 1,309 1,266 2,575 3,900 1,302 5,202 Total revenues 128,614 19,457 148,071 374,685 24,653 399,338 Operating expenses: Fuel costs 117,228 15,809 133,037 336,522 20,181 356,703 Store operating expenses 5,255 951 6,206 14,960 1,079 16,039 Total operating expenses 122,483 16,760 139,243 351,482 21,260 372,742 Operating income $ 6,131 $ 2,697 $ 8,828 $ 23,203 $ 3,393 $ 26,596 Fuel gallons sold 32,522 4,740 37,262 98,136 6,205 104,341 1 Includes only the fleet fueling business acquired in the Quarles acquisition. 2 Includes only the fleet fueling business acquired in the WTG acquisition. The Company recognized strong cash flow from the fleet fueling segment during the third quarter of 2023. Fuel profitability (excluding intercompany charges by GPMP) increased by $3.3 million compared to the prior year quarter, and was approximately $14.3 million for the quarter.
Store Operating Expenses
For the third quarter of 2023, convenience store operating expenses increased $30.2 million, or 17.2% as compared to the prior year period, primarily due to $34.4 million of expenses related to recent acquisitions, partially offset by a decrease of $1.7 million in expenses at same stores, mainly driven by lower credit card fees. Same store personnel expenses were similar to the prior year period, increasing by only $0.1 million, or 0.1%, as the Company has continued to appropriately balance labor expenses and providing superior customer service. The total increase in store operating expenses was partially offset by underperforming retail stores that the Company closed or converted to dealer locations.
Long-Term Growth Strategy Updates
Food and Beverage
On October 3, 2023, the Company announced that GPM expanded its leadership team and named Richard Guidry in the newly created role of Senior Vice President of Food Service. This expansion tracks the Company’s commitment to growing its food service offering.
Acquisitions and M&A
The Company is currently well-positioned to continue executing its long-term growth strategy with a deep pipeline of potential acquisition opportunities and the liquidity to pursue deals. ARKO believes its successful track record of making disciplined and accretive acquisitions will continue to enhance value for stockholders. On May 2, 2023, the Company amended its program agreement (the “Program Agreement”) with affiliates of Oak Street, a division of Blue Owl Capital (“Oak Street”). This amendment extended the term of the Program Agreement and provides for an aggregate up to $1.5 billion of capacity, almost all of which is currently available to the Company through September 30, 2024.
Liquidity
As of September 30, 2023, the Company’s total liquidity was approximately $827 million, consisting of cash and cash equivalents of approximately $204 million and approximately $623 million of availability under lines of credit. Outstanding debt was $828 million, resulting in net debt, excluding financing leases, of approximately $624 million. Capital expenditures were approximately $25.6 million for the quarter.
Sustainability Report
On September 5, 2023, ARKO published its 2022 Sustainability Report, highlighting information about its Environmental, Social and Governance priorities. This report shows the progress the Company has made since publishing its first report, covering the year ended December 31, 2021, in 2022. To read the 2022 Sustainability Report, visit this link: https://www.arkocorp.com/company-information/responsibility.
Quarterly Dividend and Share Repurchase Program
The Company’s ability to return cash to its stockholders through its cash dividend program and share repurchase program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and financial position.
The Company’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock, to be paid on December 1, 2023, to stockholders of record as of November 17, 2023.
During the quarter, the Company repurchased approximately 1.5 million shares of common stock under the repurchase program for approximately $11.6 million, or an average share price of $7.53. There was approximately $37 million remaining under the expanded share repurchase program as of September 30, 2023.
Company-Operated Retail Store Count and Segment Update
The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented:
For the Three Months
Ended September 30,For the Nine Months
Ended September 30,Retail Segment 2023 2022 2023 2022 Number of sites at beginning of period 1,547 1,388 1,404 1,406 Acquired sites 7 — 166 — Newly opened or reopened sites 1 — 4 — Company-controlled sites converted to consignment or fuel supply locations, net (2 ) (2 ) (13 ) (9 ) Closed, relocated or divested sites (1 ) (3 ) (9 ) (14 ) Number of sites at end of period 1,552 1,383 1,552 1,383 For the Three Months
Ended September 30,For the Nine Months
Ended September 30,Wholesale Segment 1 2023 2022 2023 2022 Number of sites at beginning of period 1,824 1,620 1,674 1,628 Acquired sites — 46 190 46 Newly opened or reopened sites 2 34 20 58 60 Consignment or fuel supply locations converted from Company-controlled sites, net 2 2 13 9 Closed, relocated or divested sites (35 ) (18 ) (110 ) (73 ) Number of sites at end of period 1,825 1,670 1,825 1,670 1 Excludes bulk and spot purchasers. 2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date. For the Three Months
Ended September 30,For the Nine Months
Ended September 30,Fleet Fueling Segment 2023 2022 2023 2022 Number of sites at beginning of period 293 — 183 — Acquired sites — 184 111 184 Newly opened or reopened sites 4 — 4 — Closed, relocated or divested sites (2 ) (1 ) (3 ) (1 ) Number of sites at end of period 295 183 295 183
Conference Call and Webcast DetailsThe Company will host a conference call to discuss these results at 10:00 a.m. Eastern Time on November 7, 2023. Investors and analysts interested in participating in the live call can dial 877-605-1792 or 201-689-8728.
A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days.
About ARKO Corp.
ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, we operate A Family of Community Brands that offer delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. Our high value fas REWARDS® loyalty program offers exclusive savings on merchandise and gas. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites; and fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.
Forward-Looking Statements
This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.
Use of Non-GAAP Measures
The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. The Company believes that this information provides greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).
The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, other non-cash items, and other unusual or non-recurring charges. Each of EBITDA and Adjusted EBITDA is a non-GAAP financial measure.
The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.
EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Because non-GAAP financial measures are not standardized, same store measures, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.
Condensed consolidated statements of operations For the Three Months
Ended September 30,For the Nine Months
Ended September 30,2023 2022 2023 2022 (in thousands) Revenues: Fuel revenue $ 2,086,392 $ 1,979,574 $ 5,705,156 $ 5,648,954 Merchandise revenue 506,425 445,822 1,391,274 1,244,558 Other revenues, net 29,237 24,251 83,141 69,209 Total revenues 2,622,054 2,449,647 7,179,571 6,962,721 Operating expenses: Fuel costs 1,923,869 1,824,437 5,262,854 5,250,105 Merchandise costs 345,699 306,930 952,925 866,110 Store operating expenses 226,698 189,582 637,383 534,197 General and administrative expenses 44,116 35,954 127,192 100,695 Depreciation and amortization 33,713 26,061 94,949 75,050 Total operating expenses 2,574,095 2,382,964 7,075,303 6,826,157 Other expenses, net 3,885 951 11,561 3,269 Operating income 44,074 65,732 92,707 133,295 Interest and other financial income 9,371 2,676 18,897 2,509 Interest and other financial expenses (23,950 ) (22,472 ) (67,238 ) (45,619 ) Income before income taxes 29,495 45,936 44,366 90,185 Income tax expense (7,993 ) (20,898 ) (10,849 ) (31,060 ) Loss from equity investment (14 ) (44 ) (77 ) (7 ) Net income $ 21,488 $ 24,994 $ 33,440 $ 59,118 Less: Net income attributable to non-controlling interests 48 51 149 182 Net income attributable to ARKO Corp. $ 21,440 $ 24,943 $ 33,291 $ 58,936 Series A redeemable preferred stock dividends (1,449 ) (1,449 ) (4,301 ) (4,301 ) Net income attributable to common shareholders $ 19,991 $ 23,494 $ 28,990 $ 54,635 Net income per share attributable to common shareholders - basic $ 0.17 $ 0.20 $ 0.24 $ 0.45 Net income per share attributable to common shareholders - diluted $ 0.17 $ 0.17 $ 0.24 $ 0.43 Weighted average shares outstanding: Basic 118,389 120,074 119,505 121,950 Diluted 120,292 130,388 120,602 123,527
Condensed consolidated balance sheets September 30, 2023 December 31, 2022 (in thousands) Assets Current assets: Cash and cash equivalents $ 204,237 $ 298,529 Restricted cash 16,203 18,240 Short-term investments 3,375 2,400 Trade receivables, net 179,529 118,140 Inventory 266,061 221,951 Other current assets 116,835 87,873 Total current assets 786,240 747,133 Non-current assets: Property and equipment, net 760,391 645,809 Right-of-use assets under operating leases 1,408,208 1,203,188 Right-of-use assets under financing leases, net 179,490 182,113 Goodwill 278,261 217,297 Intangible assets, net 212,807 197,123 Equity investment 2,847 2,924 Deferred tax asset 47,107 22,728 Other non-current assets 44,433 36,855 Total assets $ 3,719,784 $ 3,255,170 Liabilities Current liabilities: Long-term debt, current portion $ 15,947 $ 11,944 Accounts payable 249,406 217,370 Other current liabilities 187,943 154,097 Operating leases, current portion 65,433 57,563 Financing leases, current portion 9,213 5,457 Total current liabilities 527,942 446,431 Non-current liabilities: Long-term debt, net 812,166 740,043 Asset retirement obligation 80,442 64,909 Operating leases 1,414,609 1,218,045 Financing leases 228,424 225,907 Other non-current liabilities 269,401 178,945 Total liabilities 3,332,984 2,874,280 Series A redeemable preferred stock 100,000 100,000 Shareholders' equity: Common stock 12 12 Treasury stock (65,554 ) (40,042 ) Additional paid-in capital 243,271 229,995 Accumulated other comprehensive income 9,119 9,119 Retained earnings 99,965 81,750 Total shareholders' equity 286,813 280,834 Non-controlling interest (13 ) 56 Total equity 286,800 280,890 Total liabilities, redeemable preferred stock and equity $ 3,719,784 $ 3,255,170 Condensed consolidated statements of cash flows For the Three Months
Ended September 30,For the Nine Months
Ended September 30,2023 2022 2023 2022 (in thousands) Cash flows from operating activities: Net income $ 21,488 $ 24,994 $ 33,440 $ 59,118 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 33,713 26,061 94,949 75,050 Deferred income taxes 10,087 18,057 (4,028 ) 20,728 Loss on disposal of assets and impairment charges 2,265 1,418 5,543 3,389 Foreign currency loss 72 13 130 241 Amortization of deferred financing costs and debt discount 644 632 1,857 1,894 Amortization of deferred income (2,373 ) (1,977 ) (6,302 ) (7,269 ) Accretion of asset retirement obligation 572 430 1,690 1,259 Non-cash rent 3,860 1,977 10,418 5,714 Charges to allowance for credit losses 448 122 1,021 473 Loss from equity investment 14 44 77 7 Share-based compensation 4,614 3,145 13,238 9,027 Fair value adjustment of financial assets and liabilities (6,379 ) 2,742 (11,627 ) (3,848 ) Other operating activities, net 1,303 148 2,279 855 Changes in assets and liabilities: Increase in trade receivables (44,314 ) (28,376 ) (62,487 ) (59,867 ) (Increase) decrease in inventory (9,178 ) 21,377 (17,386 ) (14,570 ) Increase in other assets (17,464 ) (14,974 ) (28,429 ) (7,367 ) Increase (decrease) in accounts payable 15,087 (8,914 ) 29,667 37,493 Increase in other current liabilities 16,643 18,955 8,992 7,631 (Decrease) increase in asset retirement obligation — (60 ) 46 (94 ) Increase in non-current liabilities 1,719 1,787 5,719 9,899 Net cash provided by operating activities 32,821 67,601 78,807 139,763 Cash flows from investing activities: Purchase of property and equipment (25,565 ) (27,734 ) (75,603 ) (72,902 ) Purchase of intangible assets (10 ) (51 ) (45 ) (176 ) Proceeds from sale of property and equipment 10,621 133,119 307,106 140,380 Business acquisitions, net of cash (13,268 ) (179,350 ) (494,904 ) (191,203 ) Decrease in investments, net — 31,825 — 58,934 Repayment of loans to equity investment — — — 174 Net cash used in investing activities (28,222 ) (42,191 ) (263,446 ) (64,793 ) Cash flows from financing activities: Receipt of long-term debt, net 4,600 51,450 78,833 51,450 Repayment of debt (6,006 ) (36,279 ) (16,517 ) (42,372 ) Principal payments on financing leases (1,325 ) (1,710 ) (4,237 ) (5,014 ) Proceeds from sale-leaseback — — 80,397 — Payment of Additional Consideration — — — (2,085 ) Payment of Ares Put Option — — (9,808 ) — Common stock repurchased (11,636 ) (4 ) (25,199 ) (40,042 ) Dividends paid on common stock (3,559 ) (2,402 ) (10,775 ) (7,291 ) Dividends paid on redeemable preferred stock (1,449 ) (1,449 ) (4,301 ) (4,301 ) Distributions to non-controlling interests — (60 ) — (180 ) Net cash (used in) provided by financing activities (19,375 ) 9,546 88,393 (49,835 ) Net (decrease) increase in cash and cash equivalents and restricted cash (14,776 ) 34,956 (96,246 ) 25,135 Effect of exchange rate on cash and cash equivalents and restricted cash (62 ) 12 (83 ) (109 ) Cash and cash equivalents and restricted cash, beginning of period 235,278 262,601 316,769 272,543 Cash and cash equivalents and restricted cash, end of period $ 220,440 $ 297,569 $ 220,440 $ 297,569
Reconciliation of EBITDA and Adjusted EBITDA For the Three Months
Ended September 30,For the Nine Months
Ended September 30,2023 2022 2023 2022 (in thousands) Net income $ 21,488 $ 24,994 $ 33,440 $ 59,118 Interest and other financing expenses, net 14,579 19,796 48,341 43,110 Income tax expense 7,993 20,898 10,849 31,060 Depreciation and amortization 33,713 26,061 94,949 75,050 EBITDA 77,773 91,749 187,579 208,338 Non-cash rent expense (a) 3,860 1,977 10,418 5,714 Acquisition costs (b) 1,127 1,673 7,980 3,177 Loss on disposal of assets and impairment charges (c) 2,265 1,418 5,543 3,389 Share-based compensation expense (d) 4,614 3,145 13,238 9,027 Loss from equity investment (e) 14 44 77 7 Adjustment to contingent consideration (f) 952 (1,550 ) (672 ) (2,076 ) Internal entity realignment and streamlining (g) — 408 — 408 Other (h) 558 604 726 637 Adjusted EBITDA $ 91,163 $ 99,468 $ 224,889 $ 228,621 (a) Eliminates the non-cash portion of rent, which reflects the extent to which our GAAP rent expense recognized exceeds (or is less than) our cash rent payments. The GAAP rent expense adjustment can vary depending on the terms of our lease portfolio, which has been impacted by our recent acquisitions. For newer leases, our rent expense recognized typically exceeds our cash rent payments, while for more mature leases, rent expense recognized is typically less than our cash rent payments. (b) Eliminates costs incurred that are directly attributable to business acquisitions and salaries of employees whose primary job function is to execute our acquisition strategy and facilitate integration of acquired operations. (c) Eliminates the non-cash loss (gain) from the sale of property and equipment, the loss (gain) recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites. (d) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate our employees, certain non-employees and members of the Board. (e) Eliminates our share of loss attributable to our unconsolidated equity investment. (f) Eliminates fair value adjustments to the contingent consideration owed to the seller for the 2020 acquisition of Empire. (g) Eliminates non-recurring charges related to our internal entity realignment and streamlining. (h) Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance. Investor and Media Contact Ross Parman ARKO Corp. investors@gpminvestments.com