• ARKO Reports Fourth Quarter and Full Year 2020 Financial Results

    来源: Nasdaq GlobeNewswire / 25 3月 2021 06:05:00   America/Chicago

    RICHMOND, Va., March 25, 2021 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a growing leader in the U.S. convenience store industry, today announced financial results for the fourth quarter and full year ended December 31, 2020.

    Fourth Quarter and Full Year 2020 Key Highlights

    • Net earnings improvement of 66% for the quarter to a loss of $6.7 million compared to the prior quarter in 2019, and net income for the year of $30.1 million, an increase of 164%.
    • Operating cash flow generated of $47.3 million for the quarter, an increase of 774%, and $173.8 million for 2020, an increase of 302%.
    • Retail fuel margin for the quarter increase of 48% to 29.3 cents per gallon and increase for the full year of 54% to 31.9 cents per gallon, which more than offset reduced same stores gallons sold of 15.8% and 16.5% for the quarter and full year, respectively.
    • Same store merchandise sales increase of 3.3% and 3.5% for the fourth quarter and full year, respectively, with an increase of 4.5% in the period from April to December 2020, compared to the same period in the prior year. Same store merchandise margin increased to 27.1% from 26.6% for the quarter and increased to 27.1% from 27.0% for the full year.
    • Adjusted EBITDA, net of incremental bonuses for the quarter was $40.6 million, an increase of 249%; Adjusted EBITDA, net of incremental bonuses for the year was $183.4 million, an increase of 135%, which was in line with the Company’s previously increased expectations for full year 2020.  
    • Completed the purchase of the business of Empire Petroleum Partners, LLC (the “Empire Acquisition”), materially enhancing our wholesale business and providing a future opportunity to meaningfully reduce fuel procurement costs. Added 1,453 wholesale sites to our network in addition to 84 retail sites, which increased our footprint through expansion into 10 new states and will double our gallons sold.
    • On December 22, 2020, ARKO acquired all minority interests in GPM Investments, LLC (GPM), our operating company. Additionally, we purchased all of the minority interests with the exception of a third-party with a 0.29% holding in one of our subsidiaries that distributes fuel to our locations (GPMP).

    Arie Kotler, Chief Executive Officer of ARKO Corp., commented, “This quarter marked an important milestone as we became a U.S.-listed public company, and we are pleased to have reported strong financial results in the midst of a challenging operating environment. Our industry is highly fragmented and ripe for consolidation, and we are proud that we have built a large platform with our strong track record of acquisitions. We recently announced the pending acquisition of 61 sites from ExpressStop and remain focused on driving the next chapter of growth through our multi-year remodel program and other compelling organic growth opportunities that we expect will deliver long-term value for all of our stakeholders.”

    Fourth Quarter and Full Year 2020 Segment Highlights

    Retail

     For the year ended December 31, For the three months ended December 31,
      2020   2019   2020   2019 
     (in thousands)
    Fuel gallons sold 937,095   1,039,993   249,842   259,474 
    Same stores fuel gallons sold decrease (%) 2 (16.5%)  (1.8%)  (15.8%)  (0.3%)
    Fuel margin, cents per gallon 1 31.9   20.7   29.3   19.8 
    Merchandise revenue$1,494,342  $1,375,438  $375,301  $337,133 
    Same stores merchandise sales increase (%) 2 3.5%  1.0%  3.3%  0.3%
    Merchandise contribution 3$406,310  $372,516  $101,793  $89,751 
    Merchandise margin 4 27.2%  27.1%  27.1%  26.6%
            
    1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin paid to GPM Petroleum ("GPMP") for the cost of fuel.
    2 Same store merchandise sales 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 has a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure.
    3 Calculated as merchandise revenue less merchandise costs.
    4 Calculated as merchandise margin divided by merchandise revenue.
     

    For the fourth quarter and full year, retail fuel profitability (excluding intercompany charges by our wholesale fuel distribution subsidiary, GPM Petroleum (“GPMP”)) increased approximately $21.8 million and approximately $84.0 million, respectively, compared to the prior year periods. This was due to a higher retail fuel margin that more than offset the decline in gallons sold, which decline in gallons was primarily a result of the COVID-19 pandemic. These increases were also enhanced by the Empire Acquisition and the full year impact of acquisitions made in 2019. Retail fuel gallons sold decreased 3.7% for the quarter and 10.0% for the full year, as compared to 2019, primarily driven by the impact of lower traffic levels due to COVID-19. Similarly, on a same store basis, fourth quarter and full year retail fuel gallons sold declined 15.8% and 16.5%, respectively, as compared to 2019.

    Same stores merchandise sales increased 3.3% for the quarter and 3.5% for the year. Total merchandise contribution increased $12.0 million for the quarter and $33.8 million for the year compared to the prior year primarily due to increases in core merchandise categories. These increases were also enhanced by the Empire Acquisition and the full year impact of acquisitions made in 2019.

    Wholesale

     For the year ended December 31, For the three months ended December 31,
     2020 2019 2020 2019
     (in thousands)
    Fuel gallons sold267,309 64,757 226,077 15,541
    Fuel margin, cents per gallon18.2 9.0 7.3 8.6
            
    1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin paid to GPMP for the cost of fuel.
     

    For the fourth quarter and full year, wholesale fuel profitability (excluding intercompany charges by GPMP) increased approximately $15.2 million for the quarter and approximately $16.1 million for the full year compared to the prior year, with the Empire Acquisition accounting for the majority of the growth. Wholesale fuel margin calculated as cents per gallon were down for the quarter and full year versus prior year due to the Empire Acquisition as a majority of the acquired gallons are sold on a fixed markup basis as opposed to a consignment agent relationship which involves a profit split with the dealer.

    Liquidity and Capital Expenditures

    As of December 31, 2020, the Company’s cash and cash equivalents were $296.4 million, plus $31.8 million of restricted investments, and outstanding debt was $749.8 million, resulting in net debt of $421.6 million and a net debt to Adjusted EBITDA, net of incremental bonuses, leverage ratio of 2.3x. Capital expenditures were $44.6 million for the year ended December 31, 2020, compared to $58.3 million for the prior year. As of December 31, 2020, there were 124.1 million shares of common stock outstanding.

    Empire Acquisition

    In October 2020, we consummated the Empire Acquisition, which at the time of the acquisition added to our business the direct operation of 84 convenience stores and supply of fuel to 1,453 independently operated fueling stations in 30 states and the District of Columbia. As a result of the closing of the Empire Acquisition, we now operate stores or supply fuel in 33 states and the District of Columbia.

    Store Network Update

    The following tables present certain information regarding changes in our store network for the time periods presented:

     For the year ended December 31, For the three months ended December 31,
    Retail Segment2020 2019 2020 2019
            
    Number of sites at beginning of period1,272  1,215  1,250  1,213 
    Acquired sites84  87  84  69 
    Newly opened or reopened sites3  1  3   
    Company-controlled sites converted to consignment locations and independent and lessee dealers, net(14) (8)   (1)
    Closed, relocated or divested sites(15) (23) (7) (9)
    Number of sites at end of period 1,330    1,272    1,330    1,272  
            
     For the year ended December 31, For the three months ended December 31,
    Wholesale Segment2020 2019 2020 2019
            
    Number of sites at beginning of period128  126  139  133 
    Acquired sites1,453    1,453   
    Newly opened or reopened sites31    23   
    Consignment locations or independent and lessee dealers converted from Company-controlled sites, net14  8    1 
    Closed, relocated or divested sites(12) (6) (1) (6)
    Number of sites at end of period 1,614    128    1,614    128  
                

    Business Combination

    On December 22, 2020, ARKO Holdings Ltd., an Israeli public company, and Haymaker Acquisition Corp. II, a special purpose acquisition company, completed their business combination to form ARKO Corp. The common stock and warrants of ARKO Corp. began trading on Nasdaq under the new ticker symbols “ARKO” and “ARKOW,” respectively, on December 23, 2020. Please see the press release dated December 22, 2020 on ARKO Corp.’s Investor Relations website for more details related to the business combination at https://www.arkocorp.com/news-events/press-releases.

    Conference Call and Webcast Details

    The Company will host a conference call to discuss these results today at 10:00 a.m. Eastern Time. Investors interested in participating in the live call can dial 877-605-1792 or 201-689-8728. A telephone replay will be available approximately two hours after the call concludes through April 8, 2021, by dialing 877-660-6853 or 201-612-7415 and entering confirmation code 13717487.

    There will also be a simultaneous, live webcast available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/. The webcast will be archived for 30 days.

    About ARKO Corp.

    ARKO Corp. (Nasdaq: ARKO) owns 100% of GPM Investments, LLC (“GPM”). Based in Richmond, VA, GPM was founded in 2003 with 169 stores and has grown through acquisitions to become the 7th largest convenience store chain in the United States, operating or supplying fuel to approximately 2,950 locations in 33 states and the District of Columbia, comprised of approximately 1,350 company-operated stores and approximately 1,600 dealer sites to which we supply fuel. We operate in three reportable segments: retail, which consists of fuel and merchandise sales to retail consumers; wholesale, which supplies fuel to third-party dealers and consignment agents; and GPMP, which supplies fuel to our sites (both in the retail and wholesale segments). Our stores offer fas REWARDS® high value loyalty program, a large selection of beverages, coffee, fountain drinks, candy, salty snacks, and many other products to meet the needs of the everyday customer.

    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, our expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “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; our ability to maintain the listing of our common stock and warrants on the Nasdaq Stock Market; changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which we compete; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and our liquidity, operations and personnel; 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 ARKO 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. ARKO assumes no obligation to update forward-looking information, except as required by applicable law.

    Media Contact

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

    Investor Contact

    Chris Mandeville
    (203) 682-8200
    ARKO@icrinc.com

    In the Business Combination, Arko Holdings was deemed the accounting acquirer. As such, the historical financial statements of Arko Holdings became the historical financial statements of the combined company. As a result, the financial information included herein reflect the historical operating results of Arko Holdings prior to the closing of the business combination and the combined results of the Company following the closing of the business combination.  Additionally, the Company’s equity structure has been reclassified in all comparative periods up to the closing of the business combination to reflect the number of shares of the Company’s common stock issued to Arko Holdings’ stockholders in connection with the recapitalization transaction. As such, the share counts, corresponding common stock amounts and earnings per share related to Arko Holdings’ common stock prior to the business combination have been retroactively reclassified as shares reflecting the exchange ratio established in accordance with the Business Combination.

     Consolidated statements of operations
      
     For the year ended December 31, For the three months ended December 31,
      2020   2019   2020   2019 
     (in thousands)
    Revenues:       
    Fuel revenue$2,352,884  $2,703,440  $842,393  $662,273 
    Merchandise revenue 1,494,342   1,375,438   375,301   337,133 
    Other revenues, net 63,489   49,812   18,788   12,589 
    Total revenues 3,910,715   4,128,690   1,236,482   1,011,995 
    Operating expenses:       
    Fuel costs 2,031,899   2,482,472   752,832   609,723 
    Merchandise costs 1,088,032   1,002,922   273,508   247,382 
    Store operating expenses 532,422   506,524   145,789   128,906 
    General and administrative expenses 94,424   69,311   29,601   18,232 
    Depreciation and amortization 74,396   62,404   24,340   16,120 
    Total operating expenses 3,821,173   4,123,633   1,226,070   1,020,363 
    Other expenses, net 9,228   3,733   1,938   (1,033)
    Operating income (loss) 80,314   1,324   8,474   (7,335)
    Interest and other financial income 1,245   1,451   265   426 
    Interest and other financial expenses (51,673)  (43,263)  (21,268)  (9,623)
    Income (loss) before income taxes 29,886   (40,488)  (12,529)  (16,532)
    Income tax benefit (expense) 1,499   (6,167)  6,670   (3,329)
    Loss from equity investee (1,269)  (507)  (834)  (109)
    Net income (loss)$30,116  $(47,162) $(6,693) $(19,970)
    Less: Net income (loss) attributable to non-controlling interests 16,929   (3,623)  1,247   (2,390)
    Net income (loss) attributable to ARKO Corp.$13,187  $(43,539) $(7,940) $(17,580)
    Accretion of redeemable preferred stock (3,120)    (3,120)  
    Series A redeemable preferred stock dividends (157)    (157)  
    Net income (loss) attributable to common shareholders$9,910    $(11,217)  
    Net earnings (loss) per share attributable to common shareholders - basic and diluted$0.14  $(0.65) $(0.15) $(0.26)
    Weighted average shares outstanding:       
    Basic and Diluted 71,074   66,701   76,628   66,727 
                    


      Consolidated balance sheets
        
     As of December 31,
      2020   2019 
      (in thousands)
    Assets   
    Current assets:   
    Cash and cash equivalents$293,666  $32,117 
    Restricted cash with respect to bonds 1,230   4,260 
    Restricted cash 16,529   14,423 
    Trade receivables, net 46,940   23,190 
    Inventory 163,686   157,752 
    Other current assets 87,355   58,369 
    Total current assets 609,406   290,111 
    Non-current assets:   
    Property and equipment, net 491,513   367,151 
    Right-of-use assets under operating leases 961,561   793,086 
    Right-of-use assets under financing leases, net 198,317   180,557 
    Goodwill 173,937   133,952 
    Intangible assets, net 218,132   24,971 
    Restricted investments 31,825   31,825 
    Non-current restricted cash with respect to bonds 1,552   1,963 
    Equity investment 2,715   3,770 
    Deferred tax asset 40,655    
    Other non-current assets 10,196   19,979 
    Total assets$2,739,809  $1,847,365 
    Liabilities   
    Current liabilities:   
    Lines of credit$  $82,824 
    Long-term debt, current portion 40,988   19,131 
    Accounts payable 155,714   128,828 
    Other current liabilities 133,637   67,519 
    Operating leases, current portion 48,878   34,303 
    Financing leases, current portion 7,834   7,876 
    Total current liabilities 387,051   340,481 
    Non-current liabilities:   
    Long-term debt, net 708,802   218,680 
    Asset retirement obligation 52,964   36,864 
    Operating leases 973,695   816,558 
    Financing leases 226,440   202,470 
    Deferred tax liability 2,816   1,041 
    Other non-current liabilities 70,166   36,381 
    Total liabilities 2,421,934   1,652,475 
        
    Commitments and contingencies   
    Series A redeemable preferred stock 100,000    
        
    Shareholders' equity:   
    Common stock 12   2,735 
    Additional paid-in capital 239,081   101,957 
    Accumulated other comprehensive income 9,119   4,444 
    Accumulated deficit (30,176)  (43,363)
    Total shareholders' equity 218,036   65,773 
    Non-controlling interest (161)  129,117 
    Total equity 217,875   194,890 
    Total liabilities, redeemable preferred stock and equity$2,739,809  $1,847,365 
            


     Consolidated statements of cash flows
      
     For the year ended December 31, For the three months ended December 31,
      2020   2019   2020   2019 
     (in thousands)
    Cash flows from operating activities:       
    Net income (loss)$30,116  $(47,162) $(6,693) $(19,970)
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
    Depreciation and amortization 74,396   62,404   24,340   16,120 
    Deferred income taxes (4,747)  4,299   (7,733)  3,269 
    Gain on bargain purchase    (406)      
    Loss (gain) on disposal of assets and impairment charges 6,060   (1,291)  495   (3,721)
    Foreign currency loss 6,754   10,158   6,318   984 
    Amortization of deferred financing costs, debt discount and premium 2,236   522   (195)  (818)
    Amortization of deferred income (7,650)  (8,848)  (1,652)  (2,153)
    Accretion of asset retirement obligation 1,359   1,549   349   389 
    Non-cash rent 7,051   7,582   1,876   1,889 
    Charges to allowance for doubtful accounts, net 260   91   186   17 
    Loss from equity investment 1,269   507   834   109 
    Share-based compensation 1,891   516   1,504   162 
    Fair value adjustment of financial assets and liabilities (491)     (491)   
    Other operating activities, net 115      611    
    Changes in assets and liabilities:       
    (Increase) decrease in trade receivables (24,010)  (1,692)  (25,750)  4,633 
    Decrease (increase) in inventory 6,618   (7,302)  (4,970)  (5,983)
    (Increase) decrease in other assets (7,864)  7,212   (1,217)  10,597 
    Increase in accounts payable 26,893   8,830   29,265   (8,242)
    Increase (decrease) in other current liabilities 46,303   5,064   29,245   (6,001)
    Decrease in asset retirement obligation (393)  (450)  (234)  (77)
    Increase in non-current liabilities 7,676   1,714   1,256   1,780 
    Net cash provided by (used in) operating activities 173,842   43,297   47,344   (7,016)
    Cash flows from investing activities:       
    Purchase of property and equipment (44,646)  (58,261)  (15,893)  (29,032)
    Purchase of intangible assets (30)         
    Proceeds from sale of property and equipment 1,302   18,982   864   15,923 
    Business acquisitions, net of cash (363,988)  (33,587)  (363,668)  (30,762)
    Loans to equity investment (189)  (174)      
    Net cash used in investing activities (407,551)  (73,040)  (378,697)  (43,871)
    Cash flows from financing activities:       
    Lines of credit, net (83,515)  34,893   (452)  41,708 
    Repayment of related-party loans (4,517)  (850)     (850)
    Buyback of long-term debt (1,995)         
    Receipt of long-term debt, net 570,207   50,934   410,700   17,970 
    Repayment of debt (58,792)  (18,079)  (2,631)  (2,473)
    Payment of Provision - Pension Fund    (17,500)      
    Principal payments on financing leases (8,116)  (9,051)  (1,973)  (2,417)
    Proceeds from issuance of rights, net 11,332          
    Purchase of non-controlling interest in GPMP (99,048)     (99,048)   
    Investment of non-controlling interest in subsidiary 19,325          
    Issuance of shares in Merger Transaction 57,997      57,997    
    Issuance of redeemable preferred stock, net 96,880      96,880    
    Distributions to non-controlling interests (8,710)  (8,654)  (1,617)  (2,167)
    Net cash provided by financing activities 491,048   31,693   459,856   51,771 
    Effect of exchange rate on cash and cash equivalents and restricted cash 2,875   1,263   2,593   66 
    Net increase in cash and cash equivalents and restricted cash 257,339   1,950   128,503   884 
    Cash and cash equivalents and restricted cash, beginning of year 52,763   49,550   181,881   51,813 
    Cash and cash equivalents and restricted cash, end of year$312,977  $52,763  $312,977  $52,763 
                    

    Use of Non-GAAP Measures

    We disclose non-GAAP measures on a “same store basis,” which exclude 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 has a full quarter of activity in the prior year. We believe that this information provides greater comparability regarding our ongoing operating performance. These measures should not be considered an alternative to measurements presented in accordance with generally accepted accounting principles (“GAAP”) and are non-GAAP financial measures.

    We define EBITDA as net income (loss) 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. Adjusted EBITDA, net of incremental bonuses further adjusts Adjusted EBITDA by excluding incremental bonuses based on 2020 performance. None of EBITDA, Adjusted EBITDA or Adjusted EBITDA, net of incremental bonuses are presented in accordance with GAAP and are non-GAAP financial measures.

    We use EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses for operational and financial decision-making and believe these measures are useful in evaluating our performance because they eliminate certain items that we do not consider indicators of our operating performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses are also used by many of our investors, securities analysts, and other interested parties in evaluating our operational and financial performance across reporting periods. We believe that the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses provides useful information to investors by allowing an understanding of key measures that we use internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing our operating performance.

    EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses are not recognized terms under GAAP and should not be considered as a substitute for net income (loss), cash flows from operating activities, or other income or cash flow statement data. These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. We strongly encourage investors to review our 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 stores measures, EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.

    The following table contains a reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses for the time periods presented:

     Reconciliation of Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses
      
     For the year ended December 31, For the three months ended December 31,
      2020   2019   2020   2019 
     (in thousands)
    Net income (loss)$30,116  $(47,162) $(6,693) $(19,970)
    Interest and other financing expenses, net 50,428   41,812   21,003   9,197 
    Income tax (benefit) expense (1,499)  6,167   (6,670)  3,329 
    Depreciation and amortization 74,396   62,404   24,340   16,120 
    EBITDA 153,441   63,221   31,980   8,676 
    Non-cash rent expense (a) 7,051   7,582   1,876   1,889 
    Acquisition costs (b) 6,031   6,395   2,691   3,048 
    Gain on bargain purchase (c)    (406)      
    Loss (gain) on disposal of assets and impairment charges (d) 6,060   (1,291)  495   (3,721)
    Share-based compensation expense (e) 1,891   516   1,504   162 
    Loss from equity investee (f) 1,269   507   834   109 
    Non-beneficial cost related to potential initial public offering of master limited partnership (g)    121      121 
    Settlement of pension fund claim (h)    226       
    Merchandising optimization costs (i)    1,000      1,000 
    Fuel taxes paid in arrears (j) 819          
    Other (k) (985)  288   (827)  354 
    Adjusted EBITDA$175,577  $78,159  $38,553  $11,638 
    Incremental bonuses (l) 7,815      2,029    
    Adjusted EBITDA, net of incremental bonuses$183,392  $78,159  $40,582  $11,638 
                    

    (a) Eliminates the non-cash portion of rent, which reflects the extent to which our GAAP rent expense recognized exceeds (or is less than) our cash rent payments. The GAAP rent expense adjustment can vary depending on the terms of our lease portfolio, which has been impacted by our recent acquisitions. For newer leases, our rent expense recognized typically exceeds our cash rent payments, while for more mature leases, rent expense recognized is typically less than our cash rent payments.

    (b) Eliminates costs incurred that are directly attributable to historical business acquisitions and salaries of employees whose primary job function is to execute our acquisition strategy and facilitate integration of acquired operations.

    (c) Eliminates the gain on bargain purchase recognized as a result of the Town Star acquisition in 2019 and E-Z Mart acquisition in 2018.

    (d) Eliminates the non-cash loss (gain) from the sale of property and equipment, the gain recognized upon the sale of related leased assets, including $6.0 million related to the sale of eight stores in 2019, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing stores.

    (e) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate our employees and officers.

    (f) Eliminates our share of loss attributable to our unconsolidated equity investment.

    (g) Eliminates non-beneficial cost related to potential initial public offering of master limited partnership.

    (h) Eliminates the impact of mainly timing differences related to amounts paid in settlement of a pension fund claim filed against GPM.

    (i) Eliminates the one-time expense associated with our global merchandising optimization efforts in 2019.

    (j) Eliminates the payment of historical fuel tax liabilities owed for multiple prior periods.

    (k) Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.

    (l) Eliminates incremental bonuses based on 2020 performance.


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