c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DCD.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31,June 30, 20212023.
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file numberFile Number 001-33528001-39828
ARKO Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 85-2784337 | |
(State or Other Jurisdiction of | (I.R.S. Employer |
8565 Magellan Parkway
Suite 400
Richmond, Virginia 23227-1150
(Address of Principal Executive Offices) (Zip Code)
(804) 730-1568
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading | Name of Each Exchange on Which Registered | ||
Common Stock, $0.0001 par value per share | ARKO | Nasdaq | ||
Warrants to purchase common stock | ARKOW | Nasdaq |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act:Act.
Large accelerated filer |
| Accelerated filer | ☐ |
Non-accelerated filer |
| Smaller reporting company | ☐ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ YES ☒ NO
As of May 13, 2021,August 4, 2023, the registrant had 124,427,805118,656,855 shares of its common stock, par value $0.0001 per share (“common stock”) outstanding.
TABLE OF CONTENTS
Page | |||
Item 1. | 5 | ||
5 | |||
6 | |||
| |||
| |||
| |||
Notes to Condensed Consolidated Financial Statements (unaudited) |
| ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| |
Item 3. |
| ||
Item 4. |
| ||
Item 1. |
| ||
Item 1A. |
| ||
Item 2. |
| ||
Item 3. |
| ||
Item 4. |
| ||
Item 5. |
| ||
Item 6. |
| ||
|
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product development efforts, business, financial condition, results of operations, strategies or prospects, including the potential impact of the COVID-19 pandemic on our businesses, operating results, cash flows and/or financial condition.prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described below and in “Item 1A-Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 20202022 and this Quarterly Report on Form 10-Q, and described from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). We do not undertake any obligation to update forward-looking statements, except to the extent required by applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance.
Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:
3
3
4
PART I. FINANCIAL INFORMATION
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to the “Company,” “ARKO,” “we,” “our,” “ours,” and “us” refer to ARKO Corp., a Delaware corporation, including our consolidated subsidiaries.
Item 1. Financial Statements
ARKO Corp.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
|
| March 31, 2021 |
|
| December 31, 2020 |
|
| June 30, 2023 |
|
| December 31, 2022 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
| $ | 204,986 |
| $ | 293,666 |
|
| $ | 220,142 |
|
| $ | 298,529 |
| |
Restricted cash with respect to bonds |
| — |
| 1,230 |
| |||||||||||
Restricted cash |
| 18,017 |
| 16,529 |
|
|
| 15,136 |
|
|
| 18,240 |
| |||
Short-term investments |
|
| 3,319 |
|
|
| 2,400 |
| ||||||||
Trade receivables, net |
| 57,597 |
| 46,940 |
|
|
| 135,663 |
|
|
| 118,140 |
| |||
Inventory |
| 171,123 |
| 163,686 |
|
|
| 256,116 |
|
|
| 221,951 |
| |||
Other current assets |
|
| 80,425 |
|
|
| 87,355 |
|
|
| 101,435 |
|
|
| 87,873 |
|
Total current assets |
| 532,148 |
| 609,406 |
|
|
| 731,811 |
|
|
| 747,133 |
| |||
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Property and equipment, net |
| 493,420 |
| 491,513 |
|
|
| 748,697 |
|
|
| 645,809 |
| |||
Right-of-use assets under operating leases |
| 947,568 |
| 961,561 |
|
|
| 1,418,902 |
|
|
| 1,203,188 |
| |||
Right-of-use assets under financing leases, net |
| 203,706 |
| 198,317 |
|
|
| 174,221 |
|
|
| 182,113 |
| |||
Goodwill |
| 173,937 |
| 173,937 |
|
|
| 277,795 |
|
|
| 217,297 |
| |||
Intangible assets, net |
| 212,144 |
| 218,132 |
|
|
| 219,598 |
|
|
| 197,123 |
| |||
Restricted investments |
| 31,825 |
| 31,825 |
| |||||||||||
Non-current restricted cash with respect to bonds |
| — |
| 1,552 |
| |||||||||||
Equity investment |
| 2,612 |
| 2,715 |
|
|
| 2,861 |
|
|
| 2,924 |
| |||
Deferred tax asset |
| 42,345 |
| 40,655 |
|
|
| 57,007 |
|
|
| 22,728 |
| |||
Other non-current assets |
|
| 10,849 |
|
|
| 10,196 |
|
|
| 40,565 |
|
|
| 36,855 |
|
Total assets |
| $ | 2,650,554 |
|
| $ | 2,739,809 |
|
| $ | 3,671,457 |
|
| $ | 3,255,170 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Long-term debt, current portion |
| $ | 29,495 |
| $ | 40,988 |
|
| $ | 13,369 |
|
| $ | 11,944 |
| |
Accounts payable |
| 172,910 |
| 155,714 |
|
|
| 233,459 |
|
|
| 217,370 |
| |||
Other current liabilities |
| 108,021 |
| 133,637 |
|
|
| 166,056 |
|
|
| 154,097 |
| |||
Operating leases, current portion |
| 49,590 |
| 48,878 |
|
|
| 63,811 |
|
|
| 57,563 |
| |||
Financing leases, current portion |
|
| 7,598 |
|
|
| 7,834 |
|
|
| 4,916 |
|
|
| 5,457 |
|
Total current liabilities |
| 367,614 |
| 387,051 |
|
|
| 481,611 |
|
|
| 446,431 |
| |||
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Long-term debt, net |
| 644,764 |
| 708,802 |
|
|
| 810,302 |
|
|
| 740,043 |
| |||
Asset retirement obligation |
| 53,351 |
| 52,964 |
|
|
| 79,837 |
|
|
| 64,909 |
| |||
Operating leases |
| 961,621 |
| 973,695 |
|
|
| 1,422,736 |
|
|
| 1,218,045 |
| |||
Financing leases |
| 233,575 |
| 226,440 |
|
|
| 223,871 |
|
|
| 225,907 |
| |||
Deferred tax liability |
| 2,663 |
| 2,816 |
| |||||||||||
Other non-current liabilities |
|
| 107,644 |
|
|
| 96,621 |
|
|
| 275,584 |
|
|
| 178,945 |
|
Total liabilities |
|
| 2,371,232 |
|
|
| 2,448,389 |
|
|
| 3,293,941 |
|
|
| 2,874,280 |
|
Commitments and contingencies - see Note 10 |
|
|
|
|
|
| ||||||||||
Series A redeemable preferred stock (0 par value) - authorized: 1,000 shares; issued and |
| 100,000 |
| 100,000 |
| |||||||||||
Commitments and contingencies - see Note 12 |
|
|
|
|
|
| ||||||||||
Series A redeemable preferred stock (no par value) - authorized: 1,000 shares; issued and |
|
| 100,000 |
|
|
| 100,000 |
| ||||||||
Shareholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Common stock (par value $0.0001) - authorized: 400,000 shares; issued and |
| 12 |
| 12 |
| |||||||||||
Common stock (par value $0.0001) - authorized: 400,000 shares; issued: 125,269 and 124,727 shares, respectively; outstanding: 118,843 and 120,074 shares, respectively |
|
| 12 |
|
|
| 12 |
| ||||||||
Treasury stock, at cost - 6,426 and 4,653 shares, respectively |
|
| (53,804 | ) |
|
| (40,042 | ) | ||||||||
Additional paid-in capital |
| 214,727 |
| 212,103 |
|
|
| 238,617 |
|
|
| 229,995 |
| |||
Accumulated other comprehensive income |
| 9,119 |
| 9,119 |
|
|
| 9,119 |
|
|
| 9,119 |
| |||
Accumulated deficit |
|
| (44,389 | ) |
|
| (29,653 | ) | ||||||||
Retained earnings |
|
| 83,533 |
|
|
| 81,750 |
| ||||||||
Total shareholders' equity |
| 179,469 |
| 191,581 |
|
|
| 277,477 |
|
|
| 280,834 |
| |||
Non-controlling interest |
|
| (147 | ) |
|
| (161 | ) |
|
| 39 |
|
|
| 56 |
|
Total equity |
|
| 179,322 |
|
|
| 191,420 |
|
|
| 277,516 |
|
|
| 280,890 |
|
Total liabilities, redeemable preferred stock and equity |
| $ | 2,650,554 |
|
| $ | 2,739,809 |
|
| $ | 3,671,457 |
|
| $ | 3,255,170 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ARKO Corp.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)
|
| For the three months ended March 31, |
|
| For the Three Months |
|
| For the Six Months |
| |||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Fuel revenue |
| $ | 1,102,947 |
| $ | 563,041 |
|
| $ | 1,957,100 |
|
| $ | 2,085,854 |
|
| $ | 3,618,764 |
|
| $ | 3,669,380 |
| |
Merchandise revenue |
| 359,281 |
| 323,679 |
|
|
| 484,561 |
|
|
| 431,751 |
|
|
| 884,849 |
|
|
| 798,736 |
| |||
Other revenues, net |
|
| 22,128 |
|
|
| 13,160 |
|
|
| 27,480 |
|
|
| 22,658 |
|
|
| 53,904 |
|
|
| 44,958 |
|
Total revenues |
| 1,484,356 |
| 899,880 |
|
|
| 2,469,141 |
|
|
| 2,540,263 |
|
|
| 4,557,517 |
|
|
| 4,513,074 |
| |||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Fuel costs |
| 1,012,798 |
| 499,803 |
|
|
| 1,801,103 |
|
|
| 1,955,019 |
|
|
| 3,338,985 |
|
|
| 3,425,668 |
| |||
Merchandise costs |
| 260,754 |
| 239,091 |
|
|
| 329,903 |
|
|
| 300,387 |
|
|
| 607,226 |
|
|
| 559,180 |
| |||
Store operating expenses |
| 144,938 |
| 128,830 |
|
|
| 218,002 |
|
|
| 178,077 |
|
|
| 410,685 |
|
|
| 344,615 |
| |||
General and administrative expenses |
| 26,713 |
| 18,893 |
|
|
| 42,660 |
|
|
| 32,956 |
|
|
| 83,076 |
|
|
| 64,741 |
| |||
Depreciation and amortization |
|
| 24,242 |
|
|
| 17,071 |
|
|
| 32,837 |
|
|
| 24,353 |
|
|
| 61,236 |
|
|
| 48,989 |
|
Total operating expenses |
|
| 1,469,445 |
|
|
| 903,688 |
|
|
| 2,424,505 |
|
|
| 2,490,792 |
|
|
| 4,501,208 |
|
|
| 4,443,193 |
|
Other expenses, net |
|
| 1,672 |
|
|
| 4,176 |
|
|
| 4,956 |
|
|
| 1,197 |
|
|
| 7,676 |
|
|
| 2,318 |
|
Operating income (loss) |
| 13,239 |
| (7,984 | ) | |||||||||||||||||||
Operating income |
|
| 39,680 |
|
|
| 48,274 |
|
|
| 48,633 |
|
|
| 67,563 |
| ||||||||
Interest and other financial income |
| 2,407 |
| 3,245 |
|
|
| 2,428 |
|
|
| 8,997 |
|
|
| 9,630 |
|
|
| 6,710 |
| |||
Interest and other financial expenses |
|
| (31,024 | ) |
|
| (9,896 | ) |
|
| (22,588 | ) |
|
| (16,336 | ) |
|
| (43,392 | ) |
|
| (30,024 | ) |
Loss before income taxes |
| (15,378 | ) |
| (14,635 | ) | ||||||||||||||||||
Income tax benefit |
| 722 |
| 2,011 |
| |||||||||||||||||||
Loss from equity investment |
|
| (6 | ) |
|
| (233 | ) | ||||||||||||||||
Net loss |
| $ | (14,662 | ) |
| $ | (12,857 | ) | ||||||||||||||||
Less: Net income (loss) attributable to non-controlling interests |
|
| 74 |
|
|
| (2,401 | ) | ||||||||||||||||
Net loss attributable to ARKO Corp. |
| $ | (14,736 | ) |
| $ | (10,456 | ) | ||||||||||||||||
Income before income taxes |
|
| 19,520 |
|
|
| 40,935 |
|
|
| 14,871 |
|
|
| 44,249 |
| ||||||||
Income tax expense |
|
| (5,014 | ) |
|
| (9,157 | ) |
|
| (2,856 | ) |
|
| (10,162 | ) | ||||||||
(Loss) income from equity investment |
|
| (27 | ) |
|
| 28 |
|
|
| (63 | ) |
|
| 37 |
| ||||||||
Net income |
| $ | 14,479 |
|
| $ | 31,806 |
|
| $ | 11,952 |
|
| $ | 34,124 |
| ||||||||
Less: Net income attributable to non-controlling interests |
|
| 48 |
|
|
| 52 |
|
|
| 101 |
|
|
| 131 |
| ||||||||
Net income attributable to ARKO Corp. |
| $ | 14,431 |
|
| $ | 31,754 |
|
| $ | 11,851 |
|
| $ | 33,993 |
| ||||||||
Series A redeemable preferred stock dividends |
|
| (1,402 | ) |
|
|
|
|
| (1,434 | ) |
|
| (1,434 | ) |
|
| (2,852 | ) |
|
| (2,852 | ) | |
Net loss attributable to common shareholders |
| $ | (16,138 | ) |
|
|
| |||||||||||||||||
Net loss per share attributable to common shareholders - basic and diluted |
| $ | (0.13 | ) |
| $ | (0.16 | ) | ||||||||||||||||
Net income attributable to common shareholders |
| $ | 12,997 |
|
| $ | 30,320 |
|
| $ | 8,999 |
|
| $ | 31,141 |
| ||||||||
Net income per share attributable to common shareholders - basic |
| $ | 0.11 |
|
| $ | 0.25 |
|
| $ | 0.07 |
|
| $ | 0.25 |
| ||||||||
Net income per share attributable to common shareholders - diluted |
| $ | 0.11 |
|
| $ | 0.24 |
|
| $ | 0.07 |
|
| $ | 0.25 |
| ||||||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic and Diluted |
| 124,361 |
| 66,731 |
| |||||||||||||||||||
Basic |
|
| 119,893 |
|
|
| 121,529 |
|
|
| 120,073 |
|
|
| 122,909 |
| ||||||||
Diluted |
|
| 121,280 |
|
|
| 130,558 |
|
|
| 120,767 |
|
|
| 123,245 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ARKO Corp.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited, in thousands)
|
| For the three months ended March 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Net loss |
| $ | (14,662 | ) |
| $ | (12,857 | ) |
Other comprehensive loss: |
|
|
|
|
|
| ||
Foreign currency translation adjustments |
|
| 0 |
|
|
| (1,709 | ) |
Total other comprehensive loss |
|
| — |
|
|
| (1,709 | ) |
Comprehensive loss |
| $ | (14,662 | ) |
| $ | (14,566 | ) |
Less: Comprehensive income (loss) attributable to non-controlling interests |
|
| 74 |
|
|
| (2,401 | ) |
Comprehensive loss attributable to ARKO Corp. |
| $ | (14,736 | ) |
| $ | (12,165 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
ARKO Corp.
Condensed Consolidated Statements of Changes in Equity
(Unaudited, in thousands)
|
| Common Stock |
|
| Treasury |
|
| Additional |
|
| Accumulated |
|
| Retained |
|
| Total |
|
| Non- |
|
|
|
| ||||||||||||
|
| Shares |
|
| Par Value |
|
| Stock, at Cost |
|
| Paid-in Capital |
|
| Comprehensive Income |
|
| Earnings |
|
| Shareholders' Equity |
|
| Controlling Interests |
|
| Total Equity |
| |||||||||
Balance at April 1, 2022 |
|
| 123,190 |
|
| $ | 12 |
|
| $ | (13,084 | ) |
| $ | 220,449 |
|
| $ | 9,119 |
|
| $ | 24,993 |
|
| $ | 241,489 |
|
| $ | 243 |
|
| $ | 241,732 |
|
Share-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,108 |
|
|
| — |
|
|
| — |
|
|
| 3,108 |
|
|
| — |
|
|
| 3,108 |
|
Distributions to non-controlling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (60 | ) |
|
| (60 | ) |
Dividends on redeemable preferred stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,434 | ) |
|
| (1,434 | ) |
|
| — |
|
|
| (1,434 | ) |
Dividends declared (2 cents per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,415 | ) |
|
| (2,415 | ) |
|
| — |
|
|
| (2,415 | ) |
Common stock repurchased |
|
| (3,115 | ) |
|
| — |
|
|
| (26,954 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (26,954 | ) |
|
| — |
|
|
| (26,954 | ) |
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 31,754 |
|
|
| 31,754 |
|
|
| 52 |
|
|
| 31,806 |
|
Balance at June 30, 2022 |
|
| 120,075 |
|
| $ | 12 |
|
| $ | (40,038 | ) |
| $ | 223,557 |
|
| $ | 9,119 |
|
| $ | 52,898 |
|
| $ | 245,548 |
|
| $ | 235 |
|
| $ | 245,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance at April 1, 2023 |
|
| 120,305 |
|
| $ | 12 |
|
| $ | (42,352 | ) |
| $ | 234,158 |
|
| $ | 9,119 |
|
| $ | 74,143 |
|
| $ | 275,080 |
|
| $ | (45 | ) |
| $ | 275,035 |
|
Share-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,555 |
|
|
| — |
|
|
| — |
|
|
| 4,555 |
|
|
| — |
|
|
| 4,555 |
|
Transactions with non-controlling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (96 | ) |
|
| — |
|
|
| — |
|
|
| (96 | ) |
|
| 96 |
|
|
| — |
|
Distributions to non-controlling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (60 | ) |
|
| (60 | ) |
Dividends on redeemable preferred stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,434 | ) |
|
| (1,434 | ) |
|
| — |
|
|
| (1,434 | ) |
Dividends declared (3 cents per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,607 | ) |
|
| (3,607 | ) |
|
| — |
|
|
| (3,607 | ) |
Common stock repurchased |
|
| (1,499 | ) |
|
| — |
|
|
| (11,452 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (11,452 | ) |
|
| — |
|
|
| (11,452 | ) |
Vesting and settlement of restricted share units |
|
| 37 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 14,431 |
|
|
| 14,431 |
|
|
| 48 |
|
|
| 14,479 |
|
Balance at June 30, 2023 |
|
| 118,843 |
|
| $ | 12 |
|
| $ | (53,804 | ) |
| $ | 238,617 |
|
| $ | 9,119 |
|
| $ | 83,533 |
|
| $ | 277,477 |
|
| $ | 39 |
|
| $ | 277,516 |
|
|
| Common Stock |
|
| Additional |
|
| Accumulated |
|
| Accumulated |
|
| Total |
|
| Non- |
|
| Total |
| |||||||||||
|
| Shares |
|
| Par Value |
|
| Capital |
|
| Income |
|
| Deficit |
|
| Equity |
|
| Interests |
|
| Equity |
| ||||||||
Balance at January 1, 2020 |
|
| 65,541 |
|
| $ | 6 |
|
| $ | 104,686 |
|
| $ | 4,444 |
|
| $ | (43,363 | ) |
| $ | 65,773 |
|
| $ | 129,117 |
|
| $ | 194,890 |
|
Share-based compensation |
|
| — |
|
|
| — |
|
|
| 127 |
|
|
| — |
|
|
| — |
|
|
| 127 |
|
|
| — |
|
|
| 127 |
|
Conversion of convertible bonds |
|
| 6 |
|
|
| — |
|
|
| 26 |
|
|
| — |
|
|
| — |
|
|
| 26 |
|
|
| — |
|
|
| 26 |
|
Transactions with non-controlling |
|
| — |
|
|
| — |
|
|
| (777 | ) |
|
| — |
|
|
| — |
|
|
| (777 | ) |
|
| 20,194 |
|
|
| 19,417 |
|
Distributions to non-controlling |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,375 | ) |
|
| (2,375 | ) |
Other comprehensive loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,709 | ) |
|
| — |
|
|
| (1,709 | ) |
|
| — |
|
|
| (1,709 | ) |
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,456 | ) |
|
| (10,456 | ) |
|
| (2,401 | ) |
|
| (12,857 | ) |
Balance at March 31, 2020 |
|
| 65,547 |
|
| $ | 6 |
|
| $ | 104,062 |
|
| $ | 2,735 |
|
| $ | (53,819 | ) |
| $ | 52,984 |
|
| $ | 144,535 |
|
| $ | 197,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance at January 1, 2021 |
|
| 124,132 |
|
| $ | 12 |
|
| $ | 212,103 |
|
| $ | 9,119 |
|
| $ | (29,653 | ) |
| $ | 191,581 |
|
| $ | (161 | ) |
| $ | 191,420 |
|
Share-based compensation |
|
| — |
|
|
| — |
|
|
| 1,026 |
|
|
| — |
|
|
| — |
|
|
| 1,026 |
|
|
| — |
|
|
| 1,026 |
|
Distributions to non-controlling |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (60 | ) |
|
| (60 | ) |
Dividends on redeemable |
|
| — |
|
|
| — |
|
|
| (1,402 | ) |
|
| — |
|
|
| — |
|
|
| (1,402 | ) |
|
| — |
|
|
| (1,402 | ) |
Issuance of shares |
|
| 296 |
|
|
| — |
|
|
| 3,000 |
|
|
| — |
|
|
| — |
|
|
| 3,000 |
|
|
| — |
|
|
| 3,000 |
|
Net (loss) income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (14,736 | ) |
|
| (14,736 | ) |
|
| 74 |
|
|
| (14,662 | ) |
Balance at March 31, 2021 |
|
| 124,428 |
|
| $ | 12 |
|
| $ | 214,727 |
|
| $ | 9,119 |
|
| $ | (44,389 | ) |
| $ | 179,469 |
|
| $ | (147 | ) |
| $ | 179,322 |
|
|
| Common Stock |
|
| Treasury |
|
| Additional |
|
| Accumulated |
|
| Retained |
|
| Total |
|
| Non- |
|
|
|
| ||||||||||||
|
| Shares |
|
| Par Value |
|
| Stock, at Cost |
|
| Paid-in Capital |
|
| Comprehensive Income |
|
| Earnings |
|
| Shareholders' Equity |
|
| Controlling Interests |
|
| Total Equity |
| |||||||||
Balance at January 1, 2022 |
|
| 124,428 |
|
| $ | 12 |
|
| $ | — |
|
| $ | 217,675 |
|
| $ | 9,119 |
|
| $ | 26,646 |
|
| $ | 253,452 |
|
| $ | 224 |
|
| $ | 253,676 |
|
Share-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5,882 |
|
|
| — |
|
|
| — |
|
|
| 5,882 |
|
|
| — |
|
|
| 5,882 |
|
Distributions to non-controlling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (120 | ) |
|
| (120 | ) |
Dividends on redeemable preferred stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,852 | ) |
|
| (2,852 | ) |
|
| — |
|
|
| (2,852 | ) |
Dividends declared (4 cents per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (4,889 | ) |
|
| (4,889 | ) |
|
| — |
|
|
| (4,889 | ) |
Common stock repurchased |
|
| (4,652 | ) |
|
| — |
|
|
| (40,038 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (40,038 | ) |
|
| — |
|
|
| (40,038 | ) |
Vesting of restricted share units |
|
| 286 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Issuance of shares |
|
| 13 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 33,993 |
|
|
| 33,993 |
|
|
| 131 |
|
|
| 34,124 |
|
Balance at June 30, 2022 |
|
| 120,075 |
|
| $ | 12 |
|
| $ | (40,038 | ) |
| $ | 223,557 |
|
| $ | 9,119 |
|
| $ | 52,898 |
|
| $ | 245,548 |
|
| $ | 235 |
|
| $ | 245,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance at January 1, 2023 |
|
| 120,074 |
|
| $ | 12 |
|
| $ | (40,042 | ) |
| $ | 229,995 |
|
| $ | 9,119 |
|
| $ | 81,750 |
|
| $ | 280,834 |
|
| $ | 56 |
|
| $ | 280,890 |
|
Share-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8,624 |
|
|
| — |
|
|
| — |
|
|
| 8,624 |
|
|
| — |
|
|
| 8,624 |
|
Transactions with non-controlling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| 2 |
|
|
| — |
|
Distributions to non-controlling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (120 | ) |
|
| (120 | ) |
Dividends on redeemable preferred stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,852 | ) |
|
| (2,852 | ) |
|
| — |
|
|
| (2,852 | ) |
Dividends declared (6 cents per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7,216 | ) |
|
| (7,216 | ) |
|
| — |
|
|
| (7,216 | ) |
Common stock repurchased |
|
| (1,773 | ) |
|
| — |
|
|
| (13,762 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13,762 | ) |
|
| — |
|
|
| (13,762 | ) |
Vesting and settlement of restricted share units |
|
| 542 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 11,851 |
|
|
| 11,851 |
|
|
| 101 |
|
|
| 11,952 |
|
Balance at June 30, 2023 |
|
| 118,843 |
|
| $ | 12 |
|
| $ | (53,804 | ) |
| $ | 238,617 |
|
| $ | 9,119 |
|
| $ | 83,533 |
|
| $ | 277,477 |
|
| $ | 39 |
|
| $ | 277,516 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
87
ARKO Corp.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
|
| For the three months ended March 31, |
|
| For the Six Months |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
| ||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss |
| $ | (14,662 | ) |
| $ | (12,857 | ) | ||||||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
| ||||||||||
Net income |
| $ | 11,952 |
|
| $ | 34,124 |
| ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
| ||||||||||
Depreciation and amortization |
| 24,242 |
| 17,071 |
|
|
| 61,236 |
|
|
| 48,989 |
| |||
Deferred income taxes |
| (1,843 | ) |
| 389 |
|
|
| (14,115 | ) |
|
| 2,671 |
| ||
Loss on disposal of assets and impairment charges |
| 1,375 |
| 3,382 |
|
|
| 3,278 |
|
|
| 1,971 |
| |||
Foreign currency gain |
| (1,042 | ) |
| (2,874 | ) | ||||||||||
Amortization of deferred financing costs, debt discount and premium |
| (185 | ) |
| 1,780 |
| ||||||||||
Foreign currency loss |
|
| 58 |
|
|
| 228 |
| ||||||||
Amortization of deferred financing costs and debt discount |
|
| 1,213 |
|
|
| 1,262 |
| ||||||||
Amortization of deferred income |
| (2,484 | ) |
| (2,380 | ) |
|
| (3,929 | ) |
|
| (5,292 | ) | ||
Accretion of asset retirement obligation |
| 445 |
| 327 |
|
|
| 1,118 |
|
|
| 829 |
| |||
Non-cash rent |
| 1,771 |
| 1,801 |
|
|
| 6,558 |
|
|
| 3,737 |
| |||
Charges to allowance for credit losses |
| 141 |
| 49 |
|
|
| 573 |
|
|
| 351 |
| |||
Loss from equity investment |
| 6 |
| 233 |
| |||||||||||
Loss (income) from equity investment |
|
| 63 |
|
|
| (37 | ) | ||||||||
Share-based compensation |
| 1,026 |
| 127 |
|
|
| 8,624 |
|
|
| 5,882 |
| |||
Fair value adjustment of financial assets and liabilities |
| 11,049 |
| (418 | ) |
|
| (5,248 | ) |
|
| (6,590 | ) | |||
Other operating activities, net |
| 224 |
| — |
|
|
| 976 |
|
|
| 707 |
| |||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Increase) decrease in trade receivables |
| (10,798 | ) |
| 7,732 |
| ||||||||||
(Increase) decrease in inventory |
| (7,437 | ) |
| 17,402 |
| ||||||||||
Decrease in other assets |
| 7,688 |
| 4,737 |
| |||||||||||
Increase (decrease) in accounts payable |
| 17,309 |
| (10,996 | ) | |||||||||||
Increase in trade receivables |
|
| (18,173 | ) |
|
| (31,491 | ) | ||||||||
Increase in inventory |
|
| (8,208 | ) |
|
| (35,947 | ) | ||||||||
(Increase) decrease in other assets |
|
| (10,965 | ) |
|
| 7,607 |
| ||||||||
Increase in accounts payable |
|
| 14,580 |
|
|
| 46,407 |
| ||||||||
Decrease in other current liabilities |
| (15,829 | ) |
| (966 | ) |
|
| (7,651 | ) |
|
| (11,324 | ) | ||
Decrease in asset retirement obligation |
| (89 | ) |
| (36 | ) | ||||||||||
Increase (decrease) in non-current liabilities |
|
| 369 |
|
|
| (591 | ) | ||||||||
Increase (decrease) in asset retirement obligation |
|
| 46 |
|
|
| (34 | ) | ||||||||
Increase in non-current liabilities |
|
| 4,000 |
|
|
| 8,112 |
| ||||||||
Net cash provided by operating activities |
| $ | 11,276 |
|
| $ | 23,912 |
|
| $ | 45,986 |
|
| $ | 72,162 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
98
ARKO Corp.
Condensed Consolidated Statements of Cash Flows (cont’d)
(Unaudited, in thousands)
|
| For the three months ended March 31, |
|
| For the Six Months |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
| ||||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Purchase of property and equipment |
| $ | (17,525 | ) |
| $ | (12,048 | ) |
| $ | (50,038 | ) |
| $ | (45,168 | ) |
Purchase of intangible assets |
| — |
| (30 | ) |
|
| (35 | ) |
|
| (125 | ) | |||
Proceeds from sale of property and equipment |
| 880 |
| — |
|
|
| 296,485 |
|
|
| 7,261 |
| |||
Prepayment for business acquisition |
|
| — |
|
|
| (5,000 | ) | ||||||||
Business acquisitions, net of cash |
| — |
| (320 | ) |
|
| (481,636 | ) |
|
| (6,853 | ) | |||
Loans to equity investment |
|
| — |
|
|
| (143 | ) | ||||||||
Decrease in investments, net |
|
| — |
|
|
| 27,109 |
| ||||||||
Repayment of loans to equity investment |
|
| — |
|
|
| 174 |
| ||||||||
Net cash used in investing activities |
|
| (16,645 | ) |
|
| (12,541 | ) |
|
| (235,224 | ) |
|
| (22,602 | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Lines of credit, net |
| — |
| (39,364 | ) | |||||||||||
Repayment of related-party loans |
| — |
| (4,517 | ) | |||||||||||
Receipt of long-term debt, net |
| 1,115 |
| 156,694 |
|
|
| 74,233 |
|
|
| — |
| |||
Repayment of debt |
| (75,963 | ) |
| (41,722 | ) |
|
| (10,511 | ) |
|
| (6,093 | ) | ||
Principal payments on financing leases |
| (1,990 | ) |
| (2,124 | ) |
|
| (2,912 | ) |
|
| (3,304 | ) | ||
Investment of non-controlling interest in subsidiary |
| — |
| 19,325 |
| |||||||||||
Payment of Merger Transaction issuance costs |
| (4,686 | ) |
| — |
| ||||||||||
Proceeds from sale-leaseback |
|
| 80,397 |
|
|
| — |
| ||||||||
Payment of Additional Consideration |
|
| — |
|
|
| (2,085 | ) | ||||||||
Payment of Ares Put Option |
|
| (9,808 | ) |
|
| — |
| ||||||||
Common stock repurchased |
|
| (13,563 | ) |
|
| (40,038 | ) | ||||||||
Dividends paid on common stock |
|
| (7,216 | ) |
|
| (4,889 | ) | ||||||||
Dividends paid on redeemable preferred stock |
| (1,559 | ) |
| — |
|
|
| (2,852 | ) |
|
| (2,852 | ) | ||
Distributions to non-controlling interests |
|
| (60 | ) |
|
| (2,375 | ) |
|
| — |
|
|
| (120 | ) |
Net cash (used in) provided by financing activities |
|
| (83,143 | ) |
|
| 85,917 |
| ||||||||
Net (decrease) increase in cash and cash equivalents and restricted cash |
| (88,512 | ) |
| 97,288 |
| ||||||||||
Net cash provided by (used in) financing activities |
|
| 107,768 |
|
|
| (59,381 | ) | ||||||||
Net decrease in cash and cash equivalents and restricted cash |
|
| (81,470 | ) |
|
| (9,821 | ) | ||||||||
Effect of exchange rate on cash and cash equivalents and restricted cash |
| (1,462 | ) |
| (1,306 | ) |
|
| (21 | ) |
|
| (121 | ) | ||
Cash and cash equivalents and restricted cash, beginning of period |
|
| 312,977 |
|
|
| 52,763 |
|
|
| 316,769 |
|
|
| 272,543 |
|
Cash and cash equivalents and restricted cash, end of period |
| $ | 223,003 |
|
| $ | 148,745 |
|
| $ | 235,278 |
|
| $ | 262,601 |
|
Reconciliation of cash and cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents, beginning of period |
| $ | 293,666 |
| 32,117 |
|
| $ | 298,529 |
|
|
| 252,141 |
| ||
Restricted cash, beginning of period |
| 16,529 |
| 14,423 |
|
|
| 18,240 |
|
|
| 20,402 |
| |||
Restricted cash with respect to bonds, beginning of period |
|
| 2,782 |
|
|
| 6,223 |
| ||||||||
Cash and cash equivalents and restricted cash, beginning of period |
| $ | 312,977 |
|
| $ | 52,763 |
|
| $ | 316,769 |
|
| $ | 272,543 |
|
Cash and cash equivalents, end of period |
| $ | 204,986 |
| 128,513 |
|
| $ | 220,142 |
|
| $ | 248,518 |
| ||
Restricted cash, end of period |
| 18,017 |
| 12,609 |
|
|
| 15,136 |
|
|
| 14,083 |
| |||
Restricted cash with respect to bonds, end of period |
|
| — |
|
|
| 7,623 |
| ||||||||
Cash and cash equivalents and restricted cash, end of period |
| $ | 223,003 |
|
| $ | 148,745 |
|
| $ | 235,278 |
|
| $ | 262,601 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
109
ARKO Corp.
Condensed Consolidated Statements of Cash Flows (cont’d)
(Unaudited, in thousands)
|
| For the three months ended March 31, |
|
| For the Six Months |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
| ||||
Supplementary cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash received for interest |
| $ | 55 |
| $ | 403 |
|
| $ | 4,274 |
|
| $ | 107 |
| |
Cash paid for interest |
| 18,057 |
| 8,083 |
|
|
| 38,402 |
|
|
| 27,740 |
| |||
Cash received for taxes |
| 9 |
| 67 |
|
|
| 512 |
|
|
| 78 |
| |||
Cash paid for taxes |
| 72 |
| 226 |
|
|
| 20,845 |
|
|
| 4,797 |
| |||
Supplementary noncash activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Prepaid insurance premiums financed through notes payable |
| 2,171 |
| 2,872 |
|
| $ | 5,619 |
|
| $ | 2,279 |
| |||
Purchases of equipment in accounts payable and accrued expenses |
| 3,715 |
| 3,310 |
|
|
| 9,367 |
|
|
| 10,857 |
| |||
Purchase of property and equipment under leases |
| 11,534 |
| 2,448 |
|
|
| 3,034 |
|
|
| 10,363 |
| |||
Disposals of leases of property and equipment |
| 2,254 |
| 1,447 |
|
|
| 2,669 |
|
|
| 404 |
| |||
Issuance of shares |
| 3,000 |
| — |
| |||||||||||
Receipt of related-party receivable payment offset by related-party loan payments |
| — |
| 7,133 |
| |||||||||||
Deferred consideration related to business acquisition |
|
| 45,845 |
|
|
| — |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
1110
ARKO Corp.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. General
ARKO Corp. (the “Company”) is a Delaware corporation whose common stock, par value $0.0001$0.0001 per share (“common stock”), and publicly-traded warrants were registered to tradeare listed on the Nasdaq Stock Market on December 22, 2020(“Nasdaq”) under the symbols “ARKO” and commenced trading on December 23, 2020. The Company’s common stock is also listed on the Tel Aviv Stock Exchange.
On September 8, 2020, the Company (a newly-formed company) entered into a business combination agreement, as amended on November 18, 2020 (the “Merger Agreement”), together with Arko Holdings Ltd. (“Arko Holdings”), Haymaker Acquisition Corp. II, a Delaware corporation and special purpose acquisition company (“Haymaker”), and additional newly-formed wholly owned subsidiaries of Haymaker that were formed in order to enable the consummation of the merger transaction (the “Merger Transaction”). Arko Holdings is a corporation incorporated in Israel, whose securities were listed on the Tel Aviv Stock Exchange prior to the consummation of the Merger Transaction and which held a majority of the outstanding equity of GPM Investments, LLC, a Delaware limited liability company (“GPM”). On December 22, 2020, the Merger Transaction was consummated (the “Merger Closing Date”), following which Arko Holdings and Haymaker became wholly owned subsidiaries of the Company.“ARKOW,” respectively.
The Company’s operations are primarily performed by its subsidiary, GPM which becameInvestments, LLC (“GPM”), a wholly owned subsidiary, indirectly, upon consummation of the Merger Transaction.Delaware limited liability company. GPM is primarily engaged directly and through fully owned and controlled subsidiaries (directly or indirectly) in retail activity, which includes the operations of a chain of convenience stores, most of which include adjacent gas stations, andstations. The Company is also engaged in wholesale activity, which includes the supply of fuel to gas stations operated by third parties.parties, and in fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. As of March 31, 2021,June 30, 2023, GPM’s activity included the self-operationoperation of 1,324 sites and1,547 retail convenience stores, the supply of fuel to 1,6251,824 gas stations operated by external operators (dealers),dealers and the operation of 293 cardlock locations, throughout 33more than 30 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“US”U.S.”).
The Company has three reportingfour reportable segments: retail, wholesale, fleet fueling, and GPMP. Refer to Note 911 below for further information with respect to the segments.
Accounting Treatment of the Merger Transaction
The Merger Transaction was accounted for as a reverse recapitalization. Under this method of accounting, Haymaker was treated as the “acquired” company and Arko Holdings was considered the accounting acquirer for accounting purposes. The Merger Transaction was treated as the equivalent of Arko Holdings’ issuing stock in exchange for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Arko Holdings and Haymaker were stated at historical cost. NaN goodwill or intangible assets were recorded in connection with the Merger Transaction.
Because Arko Holdings was deemed the accounting acquirer, upon the consummation of the Merger Transaction, the historical financial statements of Arko Holdings became the historical financial statements of the combined company. As a result, the financial statements included in this Quarterly Report on Form 10-Q reflect the historical operating results of Arko Holdings prior to the Merger Closing Date and the combined results of the Company, including those of Haymaker, following the Merger Closing Date. Additionally, the Company’s equity structure has been reclassified in all comparative periods up to the Merger Closing Date 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 Merger Transaction have been retroactively reclassified as shares reflecting the exchange ratio established in accordance with the Merger Agreement.
2. Summary of Significant Accounting Policies
Basis of Presentation
All significant intercompany balances and transactions have been eliminated in the accompanying condensed consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Interim Financial Statements
The accompanying condensed consolidated financial statements (“interim financial statements”) as of March 31, 2021June 30, 2023 and for the three and six months periods ended March 31, 2021June 30, 2023 and 2020 (“interim financial statements”)2022 are unaudited and have been prepared in accordance with GAAP for interim financial information and Regulation S-X set forth by the Securities and Exchange Commission (the “SEC”) for interim reporting. In the opinion of
12
management, all adjustments (consisting of normal and recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included in the accompanying interim financial statements. However, they do not include all of the information and disclosures required by GAAP for complete financial statements. Therefore, the interim financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20202022 (the “annual financial statements”).
The same significant accounting policies, presentation and methods of computation have been followed in these interim financial statements as were applied in the preparation of the annual financial statements.
Accounting Periods
The Company’s fiscal periods end on the last day of the month, and its fiscal year ends on December 31. This results in the Company experiencing fluctuations in current assets and current liabilities due to purchasing and payment patterns which change based upon the day of the week. As a result, working capital can change from period to period not only due to changing business operations, but also due to a change in the day of the week inon which each period ends. The Company earns a disproportionate amount of its annual operating income in the second and third quarters as a result of the climate and seasonal buying patterns of its customers. Inclement weather, especially in the Midwest and Northeast regions of the USU.S. during the winter months, can negatively impact financial results.
Use of Estimates
In the preparation of interim condensed consolidated financial statements, management may make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
11
results could differ from those estimates. Significant estimates include right-of-use assets and lease liabilities; impairment of goodwill, intangible, right-of-use and fixed assets; useful lives of fixed assets; environmental assets and liabilities; deferred tax assets; and asset retirement obligations.
Cash and Cash Equivalents
The Company considers all unrestricted highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are maintained at several financial institutions, and in order to have sufficient working capital on hand, the Company maintains concentrations of cash in several financial institutions in amounts that are above the FDIC standard deposit insurance limit of $250,000.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the customers. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a single point in time or over time, based on when control of goods and services transfers to a customer. Control is transferred to the customer over time if the customer simultaneously receives and consumes the benefits provided by the Company’s performance. If a performance obligation is not satisfied over time, the Company satisfies the performance obligation at a single point in time.
Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services.
When the Company satisfies a performance obligation by transferring control of goods or services to the customer, revenue is recognized against contract assets in the amount of consideration forto which the Company is entitled. When the consideration amount received from the customer exceeds the amounts recognized as revenue, the Company recognizes a contract liability for the excess.
An asset is recognized related to the costs incurred to obtain a contract (i.e.(e.g. sales commissions) if the costs are specifically identifiable to a contract, the costs will result in enhancing resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The Company expenses the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.
The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as agent, revenue is recorded on a net basis.
Fuel revenue and fuel costscost of revenue included fuel taxes of $222.5$307.2 million, $243.7 million, $571.5 million and $115.1$475.5 million for the three and six months ended March 31, 2021June 30, 2023 and 2020,2022, respectively.
13
Refer to Note 911 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations.
New Accounting Pronouncements Adopted During 20213. Acquisitions
SimplifyingTransit Energy Group, LLC
On March 1, 2023, the AccountingCompany completed the acquisition of certain assets from Transit Energy Group, LLC and certain of its affiliated entities (collectively, “TEG”) pursuant to a purchase agreement entered on September 9, 2022, as amended (the “TEG Purchase Agreement”), including (i) 135 Company-operated convenience stores and gas stations, (ii) fuel supply rights to 181 dealer locations, (iii) a commercial, government, and industrial business, including certain bulk plants, and (iv) certain distribution and transportation assets, all in the southeastern United States (the “TEG Acquisition”).
The purchase price for Income Taxes – the TEG Acquisition was approximately $In December 2019,370 million, as adjusted in accordance with the FASB issued ASU 2019-12, Simplifyingterms of the AccountingTEG Purchase Agreement, plus the value of inventory at the closing, of which $50 million was deferred and payable in two annual payments of $25 million, which the Company may elect to pay in either cash or, subject to the satisfaction of certain conditions, shares of common stock (the “Installment Shares”), on the first and second anniversaries of the closing. Pursuant to the TEG Purchase Agreement, at closing, ARKO and TEG entered into a registration rights agreement, pursuant to which ARKO agreed to prepare and file a registration statement with the SEC, registering the Installment Shares, if any, for Income Taxes. resale by TEG.
12
The amendmentsCompany paid approximately $81.7 million of the non-deferred purchase price including the value of inventory and other closing adjustments, of which $55.0 million was financed with the Capital One Line of Credit (as defined in Note 4 below). An affiliate of Oak Street Real Estate Capital Net Lease Property Fund, LP (including its affiliates, “Oak Street”), under the Company’s standby real estate purchase, designation and lease program agreement with Oak Street, dated as of May 3, 2021 (as amended, the “Program Agreement”), paid the balance of the non-deferred purchase price for fee simple ownership in 104 sites. At the closing, pursuant to the Program Agreement, the Company entered into a master lease with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $51.6 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $131.3 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing.
The details of the TEG Acquisition were as follows:
|
| Amount |
| |
|
| (in thousands) |
| |
Fair value of consideration transferred: |
|
|
| |
Cash |
| $ | 26,702 |
|
GPMP Capital One Line of Credit |
|
| 55,000 |
|
Liability resulting from deferred purchase price |
|
| 45,845 |
|
Receivable from TEG |
|
| (62 | ) |
Consideration provided by Oak Street |
|
| 258,019 |
|
Total consideration |
| $ | 385,504 |
|
Assets acquired and liabilities: |
|
|
| |
Cash and cash equivalents |
| $ | 379 |
|
Inventory |
|
| 20,259 |
|
Other assets |
|
| 1,304 |
|
Property and equipment, net |
|
| 268,879 |
|
Intangible assets |
|
| 20,000 |
|
Right-of-use assets under operating leases |
|
| 69,254 |
|
Environmental receivables |
|
| 2,664 |
|
Deferred tax asset |
|
| 19,135 |
|
Total assets |
|
| 401,874 |
|
Other liabilities |
|
| (2,087 | ) |
Environmental liabilities |
|
| (2,939 | ) |
Asset retirement obligations |
|
| (11,187 | ) |
Operating leases |
|
| (57,569 | ) |
Total liabilities |
|
| (73,782 | ) |
Total identifiable net assets |
|
| 328,092 |
|
Goodwill |
| $ | 57,412 |
|
|
|
|
| |
Consideration paid in cash |
| $ | 81,702 |
|
Consideration provided by Oak Street |
|
| 258,019 |
|
Less: cash and cash equivalent balances acquired |
|
| (379 | ) |
Net cash outflow |
| $ | 339,342 |
|
The initial accounting treatment of the TEG Acquisition reflected in these interim financial statements is provisional as the Company has not yet finalized the initial accounting treatment of the business combination, and, in this ASU simplifyregard, has not finalized the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent applicationvaluation of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance, such as the accounting for a franchise tax (or similar tax) that is partially based on income. This standard is effective January 1, 2021 for the Company. The adoption of this guidance had no material impact on the Company’s consolidated financial statements.
New Accounting Pronouncements Not Yet Adopted
Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitationsome of the Effects of Reference Rate Reform on Financial Reporting. This standard included optional guidance for aassets and liabilities acquired and the goodwill resulting from the TEG Acquisition, mainly due to the limited period of time between the TEG Acquisition closing date and the date of these interim financial statements. Therefore, some of the financial information presented with respect to help ease the burdenTEG Acquisition in these interim financial statements remains subject to change.
The Company included identifiable tangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the TEG Acquisition closing date, including, among other things, a preliminary valuation performed by external consultants for this purpose. The useful life of both the wholesale fuel supply contracts and the trade name was estimated at five years.
As a result of the preliminary accounting treatment of the TEG Acquisition, the Company recorded goodwill of approximately $57.4 million, of which $55.0 million was allocated to the GPMP segment and the remainder to the retail segment, and attributable to
13
the opportunities to expand into new geographic locations and add a significant amount of volume to the GPMP segment. None of the goodwill recognized is tax deductible for U.S. income tax purposes.
Acquisition-related costs amounting to approximately $0.7 million and $2.9 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the condensed consolidated statements of operations for the effectsthree and six months ended June 30, 2023, respectively. No acquisition-related costs were recognized for the three and six months ended June 30, 2022.
Results of reference rate reform. operations for the TEG Acquisition for the period subsequent to the acquisition closing date were included in the condensed consolidated statement of operations for the three and six months ended June 30, 2023. For the period from the TEG Acquisition closing date through June 30, 2023, the Company recognized $317.1 million in revenues and $2.7 million of net loss related to the TEG Acquisition. For the three months ended June 30, 2023, the Company recognized $240.2 million in revenues and $2.7 million of net loss related to the TEG Acquisition.
WTG Fuels Holdings, LLC
On June 6, 2023, certain of the Company’s subsidiaries completed the acquisition of certain assets from WTG Fuels Holdings, LLC and certain other sellers party thereto (collectively, “WTG”) pursuant to an asset purchase agreement entered on December 6, 2022, including (i) 24 company-operated Uncle’s convenience stores located across Western Texas, and (ii) 68 proprietary GASCARD-branded cardlock sites and 43 private cardlock sites for fleet fueling operations located in Western Texas and Southeastern New Mexico (the “WTG Acquisition”).
The purchase price for the WTG Acquisition was approximately $140.0 million, plus the value of inventory at the closing.The Company paid approximately $29.9 million of the purchase price including the value of inventory and other closing adjustments, of which $19.2 million was financed with the Capital One Line of Credit (as defined in Note 4 below). Oak Street, under the Program Agreement, paid the balance of the purchase price for fee simple ownership in 33 properties. At the closing, pursuant to the Program Agreement, the Company entered into master leases with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $28.8 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $49.0 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing.
The details of the WTG Acquisition were as follows:
14
|
| Amount |
| |
|
| (in thousands) |
| |
Fair value of consideration transferred: |
|
|
| |
Cash |
| $ | 10,653 |
|
GPMP Capital One Line of Credit |
|
| 19,200 |
|
Payable to WTG |
|
| 818 |
|
Consideration provided by Oak Street |
|
| 115,041 |
|
Total consideration |
| $ | 145,712 |
|
Assets acquired and liabilities: |
|
|
| |
Cash and cash equivalents |
| $ | 60 |
|
Inventory |
|
| 5,694 |
|
Other assets |
|
| 149 |
|
Property and equipment, net |
|
| 128,396 |
|
Intangible assets |
|
| 14,800 |
|
Right-of-use assets under operating leases |
|
| 1,812 |
|
Environmental receivables |
|
| 4 |
|
Total assets |
|
| 150,915 |
|
Other liabilities |
|
| (598 | ) |
Environmental liabilities |
|
| (136 | ) |
Asset retirement obligations |
|
| (2,730 | ) |
Operating leases |
|
| (1,739 | ) |
Total liabilities |
|
| (5,203 | ) |
Total identifiable net assets |
|
| 145,712 |
|
Goodwill |
| $ | — |
|
|
|
|
| |
Consideration paid in cash |
| $ | 29,853 |
|
Consideration provided by Oak Street |
|
| 115,041 |
|
Less: cash and cash equivalent balances acquired |
|
| (60 | ) |
Net cash outflow |
| $ | 144,834 |
|
The initial accounting treatment of the WTG Acquisition reflected in these interim financial statements is provisional as the Company has not yet finalized the initial accounting treatment of the business combination, and, in this regard, has not finalized the valuation of some of the assets and liabilities acquired and the goodwill resulting from the WTG Acquisition, mainly due to the limited period of time between the WTG Acquisition closing date and the date of these interim financial statements. Therefore, some of the financial information presented with respect to the WTG Acquisition in these interim financial statements remains subject to change.
The Company included identifiable tangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the WTG Acquisition closing date, including, among other things, a preliminary valuation performed by management. The useful life of the contracts related to the third-party cardlock sites, the customer relationships related to the proprietary cardlock sites and the proprietary fuel cards, the wholesale fuel supply contracts and the trade name was each estimated at five years.
The Company’s preliminary accounting treatment of the WTG Acquisition resulted in no goodwill being recorded.
Acquisition-related costs amounting to approximately $1.8 million and $2.1 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively. No acquisition-related costs were recognized for the three and six months ended June 30, 2022.
Results of operations for the WTG Acquisition for the period subsequent to the acquisition closing date were included in the condensed consolidated statement of operations for the three and six months ended June 30, 2023. For the period from the WTG Acquisition closing date through June 30, 2023, the Company recognized $14.9 million in revenues and $0.2 million of net income related to the WTG Acquisition.
Pride Convenience Holdings, LLC
On December 6, 2022, the Company acquired all of the issued and outstanding membership interests in Pride Convenience Holdings, LLC, which operated at closing 31 convenience stores and gas stations in Connecticut and Massachusetts (the “Pride
15
Acquisition”). In the second quarter of 2023, the Company updated the initial accounting treatment of the Pride Acquisition, including the valuation of some of the assets acquired, liabilities assumed and the goodwill resulting from the acquisition. As a result, the Company primarily reduced property and equipment by approximately $4.7 million, increased accounts payable and other liabilities by a net $1.0 million, and increased the deferred tax asset by approximately $1.0 million. The adjustments to the assets acquired and liabilities assumed resulted in an increase in goodwill of approximately $3.1 million, of which $0.4 million was allocated to the GPMP segment and the remainder was allocated to the retail segment attributable to the opportunities to expand into new standard is effectivegeographic locations. These adjustments resulted in a reduction in depreciation and amortization expenses recorded, approximately $0.2 million that related to amounts recorded for all entities throughthe year ended December 31, 2022. 2022 and approximately $0.6 million that related to the three months ended March 31, 2023.
Impact of Acquisitions (unaudited)
The unaudited supplemental pro forma financial information presented below was prepared based on the historical information of the Company is examiningand the acquired operations and gives pro forma effect to the acquisitions using the assumption that the WTG Acquisition, the TEG Acquisition, the Pride Acquisition and the acquisition of 184 Quarles cardlock sites and 46 dealer locations on July 22, 2022 (the “Quarles Acquisition”) had occurred at the beginning of each period presented below. The unaudited supplemental pro forma financial information does not give effect to the potential impact of this standard on its consolidatedcurrent financial statements.conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the acquisitions or any integration costs.
The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred at the beginning of each period presented below nor is it indicative of future results.
3.
|
| For the Six Months |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
| (unaudited) |
| |||||
|
| (in thousands) |
| |||||
Total revenue |
| $ | 4,969,737 |
|
| $ | 5,938,441 |
|
Net income |
|
| 10,398 |
|
|
| 36,523 |
|
4. Debt
The components of debt were as follows:
|
| March 31, 2021 |
| December 31, 2020 |
|
| June 30, |
|
| December 31, |
| ||||||||||
|
| (in thousands) |
|
| (in thousands) |
| |||||||||||||||
Bonds (Series C) |
| $ | 0 |
| �� | $ | 76,582 |
| |||||||||||||
PNC term loans |
| 32,362 |
| 32,354 |
| ||||||||||||||||
Senior Notes |
| $ | 444,033 |
|
| $ | 443,648 |
| |||||||||||||
M&T debt |
| 28,420 |
| 27,898 |
|
|
| 44,380 |
|
|
| 49,023 |
| ||||||||
Ares term loan |
| 215,208 |
| 215,433 |
| ||||||||||||||||
Capital One line of credit |
|
| 331,303 |
|
|
| 256,430 |
| |||||||||||||
Insurance premium notes |
| 3,935 |
| 3,488 |
|
|
| 3,955 |
|
|
| 2,886 |
| ||||||||
Capital One line of credit |
|
| 394,334 |
|
| 394,035 |
| ||||||||||||||
Total debt, net |
| $ | 674,259 |
| $ | 749,790 |
|
| $ | 823,671 |
|
| $ | 751,987 |
| ||||||
Less current portion |
|
| (29,495 | ) |
|
| (40,988 | ) |
|
| (13,369 | ) |
|
| (11,944 | ) | |||||
Total long-term debt, net |
| $ | 644,764 |
| $ | 708,802 |
|
| $ | 810,302 |
|
| $ | 740,043 |
|
Bonds (Series C)
On March 30, 2021, Arko Holdings fully redeemed its Bonds (Series C) in accordance with the optional redemption provisions of the deed of trust governing the Bonds (Series C). Arko Holdings redeemed the Bonds (Series C) at a redemption price equal to approximately NIS 1.084 for every NIS 1 par value (approximately $0.325 as of March 30, 2021 per NIS 1 par value) of Bonds (Series C) outstanding (including additional interest for the early redemption and accrued and unpaid interest thereon to the redemption date for the Bonds (Series C)). The total amount paid to holders of the Bonds (Series C) was approximately NIS 264 million (approximately $79 million).
Ares Credit Agreement
On March 30, 2021,May 5, 2023, GPM entered into an amendment to its credit agreement (the “Ares Credit Agreement”Petroleum LP (“GPMP”) with Ares Capital Corporation (“Ares”) which amendedrenewed the credit agreement governing its revolving credit facility with a syndicate of banks led by Capital One, National Association, to adjustincrease the interest rate effectiveaggregate principal amount of availability thereunder from $500 million to $800 million (as amended, the “Capital One Line of Credit”) and after March 1, 2021, by (A) reducingextend the applicable margin formaturity date from July 15, 2024 to May 5, 2028. At GPMP’s request, availability under the term loan facility by 0.125%Capital One Line of Credit can be increased up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and (B) reducing the LIBOR Rate (as definedsubject to certain other terms as detailed in the credit agreement) to be not less than 1.0%, such that following these changes, effective March 1, 2021, the term loan facility bears interest, as elected by GPM, at (a) a rate per annum equal to the Ares alternative base rate (“ABR”) plus a marginCapital One Line of 3.50%, or (b) the LIBOR Rate as defined in the credit agreement (not less than 1.0%) plus a margin of 4.50%.Credit.
4.5. Leases
As of March 31, 2021,June 30, 2023, the Company leased 1,1251,278 of itsthe convenience stores that it operates, 158 209dealer locations, 157 cardlock locations and certain office and storage spaces, used as its headquarters in the US, including land and buildings in certain cases. Most of the lease agreements are for
1416
long-term periods, ranging from 15 to 20 years years,, and generally include several renewal options for extension periods for five to 25 years years each. Additionally, the Company leases certain store equipment, office equipment, automatic tank gauges store lighting and fuel dispensers.
Under ASC 842, theThe components of lease cost recorded on the condensed consolidated statements of operations were as follows:
|
| For the three months ended |
| ||||||||||
|
| 2021 |
|
| 2020 |
| |||||||
|
| (in thousands) |
| ||||||||||
Finance lease cost: |
|
|
|
|
|
| |||||||
Depreciation of right-of-use assets |
| $ | 3,317 |
|
| $ | 3,192 |
| |||||
Interest on lease liabilities |
|
| 4,446 |
|
|
| 4,326 |
| |||||
Operating lease costs included in store operating expenses |
|
| 32,334 |
|
|
| 27,244 |
| |||||
Operating lease costs included in general and administrative |
|
| 396 |
|
|
| 327 |
| |||||
Lease cost related to variable lease payments, short-term |
|
| 375 |
|
|
| 150 |
| |||||
Right-of-use asset impairment charges |
|
| 111 |
|
|
| 639 |
| |||||
Total lease costs |
| $ | 40,979 |
|
| $ | 35,878 |
|
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
|
| (in thousands) |
| |||||||||||||
Finance lease cost: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation of right-of-use assets |
| $ | 2,785 |
|
| $ | 3,037 |
|
| $ | 5,638 |
|
| $ | 6,084 |
|
Interest on lease liabilities |
|
| 4,142 |
|
|
| 4,260 |
|
|
| 8,304 |
|
|
| 8,631 |
|
Operating lease costs included in store operating expenses |
|
| 45,752 |
|
|
| 34,358 |
|
|
| 87,336 |
|
|
| 68,653 |
|
Operating lease costs included in general and administrative |
|
| 587 |
|
|
| 351 |
|
|
| 1,121 |
|
|
| 738 |
|
Lease cost related to variable lease payments, short-term |
|
| 711 |
|
|
| 569 |
|
|
| 1,401 |
|
|
| 1,213 |
|
Right-of-use asset impairment charges and loss (gain) on |
|
| 1,994 |
|
|
| — |
|
|
| 1,454 |
|
|
| — |
|
Total lease costs |
| $ | 55,971 |
|
| $ | 42,575 |
|
| $ | 105,254 |
|
| $ | 85,319 |
|
5.Supplemental balance sheet date related to leases was as follows:
|
| June 30, |
|
| December 31, |
| ||
|
| (in thousands) |
| |||||
Operating leases |
|
|
|
|
|
| ||
Weighted average remaining lease term (in years) |
|
| 14.4 |
|
|
| 14.1 |
|
Weighted average discount rate |
|
| 7.8 | % |
|
| 7.7 | % |
Financing leases |
|
|
|
|
|
| ||
Weighted average remaining lease term (in years) |
|
| 23.1 |
|
|
| 23.4 |
|
Weighted average discount rate |
|
| 7.2 | % |
|
| 7.2 | % |
As of June 30, 2023, maturities of lease liabilities for operating lease obligations and financing lease obligations having an initial or remaining non-cancellable lease terms in excess of one year were presented in the table below. The minimum lease payments presented below include periods where an option is reasonably certain to be exercised and do not take into consideration any future consumer price index adjustments for these agreements.
|
| Operating |
|
| Financing |
| ||
|
| (in thousands) |
| |||||
July 2023 through June 2024 |
| $ | 174,609 |
|
| $ | 21,279 |
|
July 2024 through June 2025 |
|
| 176,244 |
|
|
| 21,046 |
|
July 2025 through June 2026 |
|
| 176,841 |
|
|
| 20,914 |
|
July 2026 through June 2027 |
|
| 174,535 |
|
|
| 20,772 |
|
July 2027 through June 2028 |
|
| 171,421 |
|
|
| 20,860 |
|
Thereafter |
|
| 1,688,912 |
|
|
| 414,378 |
|
Gross lease payments |
| $ | 2,562,562 |
|
| $ | 519,249 |
|
Less: imputed interest |
|
| (1,076,015 | ) |
|
| (290,462 | ) |
Total lease liabilities |
| $ | 1,486,547 |
|
| $ | 228,787 |
|
6. Financial Derivative Instruments
The Company makes limited use of derivative instruments (futures contracts) to manage certain risks related to diesel fuel prices. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. The Company currently uses derivative instruments that are traded primarily over national exchanges such as the New York Mercantile Exchange (“NYMEX”). For accounting purposes, the Company has designated its derivative contracts as fair value hedges of firm commitments.
As of June 30, 2023, the Company had fuel futures contracts in place to hedge approximately 3.2 million gallons of diesel fuel for which the Company had a firm commitment to purchase. As of June 30, 2023 and December 31, 2022, the Company had asset derivatives with fair values of approximately $0.2 million and $0.5 million, respectively, recorded in other current assets and firm
17
commitments with fair values of approximately $0.2 million and $0.5 million, respectively, recorded in other current liabilities on the condensed consolidated balance sheets.
As of June 30, 2023 and December 31, 2022, there was $0.2 million and $0.5 million, respectively, of cash collateral provided to counterparties that was classified as restricted cash on the condensed consolidated balance sheet. All cash flows associated with purchasing and selling fuel derivative instruments are classified as other operating activities, net cash flows in the condensed consolidated statements of cash flows.
7. Equity
On AugustThe Company’s board of directors (the “Board”) declared and the Company paid a quarterly dividend of $0.03 per share of common stock on March 21, 2023 and on June 1, 2020, Haymaker2023, totaling $3.6 million each. The amount and Nomura Securities International, Inc. (“Nomura”) entered into an engagement letter, pursuant totiming of dividends payable on the common stock are within the sole discretion of the Board, which Nomura agreed to act as a placement agent in connection withwill evaluate dividend payments within the context of the Company’s issuanceoverall capital allocation strategy on an ongoing basis, giving consideration to its current and forecast earnings, financial condition, cash requirements and other factors. As a result of itsthe aggregate amount of dividends paid on the common stock through June 30, 2023, the conversion price of the Company’s Series A redeemableconvertible preferred stock andhas been adjusted from $12.00 to $11.85 per share, as were the threshold share prices in the Deferred Shares agreement (as defined in Note 10). The Board declared a quarterly dividend of $0.03 per share of common stock, to be paid on September 8, 2020, Haymaker and Nomura entered into1, 2023 to stockholders of record as of August 15, 2023.
In February 2022, the Board authorized a share repurchase program for up to an engagement letter, pursuant to which Nomura agreed to act as a financial and capital markets advisor in connection with the Merger Transaction. On January 19, 2021, the Company, Haymaker and Nomura entered into a letter agreement, amending the engagement letters to provide that allaggregate of the placement fee and the transaction fee, in each case at Haymaker’s option, may be paid to Nomura in the form$50 million of 296,150 shares of common stock. On January 21, 2021, the Company issued 296,150outstanding shares of common stock and in May 2023, the Board increased the size of the share repurchase program to Nomura in a private placement.$100.0 million. The share repurchase program does not have an expiration date. In the three and six months ended June 30, 2023, the Company repurchased approximately 1.5 million and 1.6 million shares of common stock, respectively, under the repurchase program for approximately $11.2 million and $11.9 million, or an average share price of $7.55 and $7.57, respectively.
6.8. Share-Based Compensation
In March 2021, theThe Compensation Committee of the Company’s Board of Directors (the “Board”)has approved the grant of non-qualified stock options, and restricted stock units (“RSUs”), and shares to certain employees, non-employees and members of the Board under the ARKO Corp. 2020 Incentive Compensation Plan (the “Plan”). Stock options granted under the Plan expire no later than ten years from the date of grant and the exercise price shallmay not be less than the fair market value of the shares on the date of grant. Vesting periods are assigned to stock options and restricted share units on a grant-by-grant basis at the discretion of the Board. The Company issues new shares of common stock upon exercise of stock options and vesting of restricted share units.RSUs.
Additionally, a non-employee director may elect to deferreceive RSUs in lieu of up to 100%100% of his or her cash fees, and instead receivewhich RSUs which mustwill be settled in common stock upon the director’s departure from the Board. There were 60,000 RSUs issued to non-employee directors outstanding at March 31, 2021.Board or an earlier change in control of the Company.
Stock Options
The following table summarizes share activity related to stock options and restricted stock units:options:
|
| Stock |
|
| Restricted |
| ||
Options Outstanding/Nonvested RSUs, December 31, 2020 |
|
| 0 |
|
|
| 0 |
|
Granted |
|
| 126,000 |
|
|
| 1,570,600 |
|
Options Exercised/RSUs released |
|
| 0 |
|
|
| (60,000 | ) |
Forfeited |
|
| 0 |
|
|
| 0 |
|
Options Outstanding/Nonvested RSUs, March 31, 2021 |
|
| 126,000 |
|
|
| 1,510,600 |
|
|
| Stock Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Fair Value |
|
| Remaining Average Contractual Term (Years) |
|
| Aggregate Intrinsic Value |
| |||||
|
| (in thousands) |
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
| |||||
Options Outstanding, December 31, 2022 |
|
| 897 |
|
| $ | 9.24 |
|
|
|
|
|
| 9.0 |
|
| $ | 77 |
| |
Granted |
|
| 409 |
|
|
| 8.58 |
|
|
| 3.27 |
|
|
|
|
|
|
| ||
Options Outstanding, June 30, 2023 |
|
| 1,306 |
|
| $ | 9.03 |
|
|
|
|
|
| 8.9 |
|
| $ | — |
|
The following table summarizesaggregate intrinsic value is the difference between the exercise price and the closing price of the Company’s common stock on June 30, 2023 and December 31, 2022.
In the six months ended June 30, 2023, 352 thousand stock options granted in 2021:vested.
Weighted average fair value |
| $ | 9.60 |
|
Weighted average exercise price |
| $ | 10.00 |
|
Remaining average contractual term (years) |
|
| 9.9 |
|
15
2.3 million, which is expected to be recognized over a weighted average period of approximately 2.0 years.
The fair value of each stock option award is estimated by management on the date of the grant using the Black-Scholes option pricing model. The following table summarizes the assumptions utilized in the valuation of the stock option awards forgranted in the threesix months ended March 31, 2021: June 30, 2023:
18
Expected dividend rate |
| 1.4 | % | ||
Expected stock price volatility | 28.8 | % | |||
Risk-free interest rate |
| 4.0 | % | ||
Expected term of options (years) | 10.0 |
The expected stock price volatility is based on the historical volatility of the Company’s stock price plus the Company’s peer group’s stock price.price for the period prior to the Company’s listing on Nasdaq. The volatilities are estimated for a period of time equal to the expected term of the related option. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is determined by considering the contractual terms, vesting schedule and expectations of future employee behavior. All of
Restricted Stock Units
The following table summarizes share activity related to RSUs:
|
| Restricted Stock Units |
|
| Weighted Average Grant Date Fair Value |
| ||
|
| (in thousands) |
|
|
|
| ||
Nonvested RSUs, December 31, 2022 |
|
| 3,115 |
|
| $ | 8.90 |
|
Granted |
|
| 1,676 |
|
|
| 8.49 |
|
Released |
|
| (615 | ) |
|
| 9.00 |
|
Forfeited |
|
| (37 | ) |
|
| 9.22 |
|
Performance-based share adjustment |
|
| 144 |
|
|
| 8.13 |
|
Nonvested RSUs, June 30, 2023 |
|
| 4,283 |
|
| $ | 8.70 |
|
In the six months ended June 30, 2023, 110,390 RSUs were issued to non-employee directors. These awards are included in the table above under restricted stock option awardsunits. There were out of money272,476 and 198,170RSUs issued to non-employee directors outstanding as of MarchJune 30, 2023 and December 31, 2021.2022, respectively.
The weighted average grant date fair value of time-vested RSUs granted in March 2021 was $9.60 with a grant date fair value of $8.3 millionreleased during the threesix months ended March 31, 2021 and vest over June 30, 2023 was $2.85.3 years.million.
TheIn the six months ended June 30, 2023, the Company granted a target of 644,8671,097,740 performance-based RSUs with a grant date fair value of $6.2 million during the three months ended March 31, 2021.(“PSUs”). The 2021 performance-based RSUsPSUs were awarded to certain members of senior management in connection withand provide for cliff vesting, generally at the end of a three-year period, subject to the achievement of specific key financial metrics measured over a three-year period and also vest over a three-yearsuch period. The number of 2021 performance-based RSUsPSUs that will ultimately vest is contingent upon the achievement of these key financial metrics byat the end of year three.the relevant performance period. The Company assesses the probability of achieving these metrics on a quarterly basis.
Given the Company’s strong performance in 2022, in the first quarter of 2023, the Compensation Committee of the Board approved the adjustment of the performance criteria for 2022 such that the percentage of PSUs that vest with respect to the target amount for 2022 would be 125% instead of 100% and would be applied to all PSUs granted as part of the 2021 and 2022 long-term incentives. As a result, the number of PSUs was adjusted for the probability of achieving these metrics, resulting in additional expense of $0.1 million being recorded in the first quarter of 2023, based on the fair value at the adjustment approval date. For these awards,PSUs with market conditions, the Company recognizes the fair value expense ratably over the performance and vesting period. These awards are included above in
As of June 30, 2023, total unrecognized compensation cost related to RSUs Granted.and PSUs was approximately $23.1 million, which is expected to be recognized over a weighted average period of approximately 1.9 years.
Compensation Cost
Total compensation cost recorded collectively for employees, non-employees and members of the Board for the three and six months ended March 31, 2021June 30, 2023 and 20202022 was $1.0$4.6 million, $3.1 million, $8.6 million and $0.1$5.9 million, respectively, and included in general and administrative expenses on the condensed consolidated statements of operations. As of March 31, 2021 and December 31, 2020, total unrecognized compensation cost related to unvested shares, stock options and RSUs granted was approximately $15.1 million and $0.6 million, respectively.
7.9. Earnings per Share
The following table sets forth the computation of basic and diluted net income per share of common stock:
|
| For the three months ended |
| ||||||||||
|
| 2021 |
|
| 2020 |
| |||||||
|
| (in thousands) |
| ||||||||||
Net loss available to common stockholders |
| $ | (16,138 | ) |
| $ | (10,456 | ) | |||||
Weighted average common shares outstanding — Basic |
|
| 124,361 |
|
|
| 66,731 |
| |||||
Effect of dilutive securities: |
|
|
|
|
|
| |||||||
Common stock equivalents |
|
| 0 |
|
|
| 0 |
| |||||
Weighted average common shares outstanding — Diluted |
|
| 124,361 |
|
|
| 66,731 |
| |||||
Net loss per share available to common stockholders |
| $ | (0.13 | ) |
| $ | (0.16 | ) |
1619
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
|
| (in thousands) |
| |||||||||||||
Net income available to common stockholders |
| $ | 12,997 |
|
| $ | 30,320 |
|
| $ | 8,999 |
|
| $ | 31,141 |
|
Dividends on redeemable preferred stock |
|
| — |
|
|
| 1,434 |
|
|
| — |
|
|
| — |
|
Net income available to common stockholders after assumed |
| $ | 12,997 |
|
| $ | 31,754 |
|
| $ | 8,999 |
|
| $ | 31,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding — Basic |
|
| 119,893 |
|
|
| 121,529 |
|
|
| 120,073 |
|
|
| 122,909 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Restricted share units |
|
| 1,387 |
|
|
| 668 |
|
|
| 694 |
|
|
| 336 |
|
Redeemable preferred stock |
|
| — |
|
|
| 8,361 |
|
|
| — |
|
|
| — |
|
Weighted average common shares outstanding — Diluted |
|
| 121,280 |
|
|
| 130,558 |
|
|
| 120,767 |
|
|
| 123,245 |
|
Net income per share available to common stockholders |
| $ | 0.11 |
|
| $ | 0.25 |
|
| $ | 0.07 |
|
| $ | 0.25 |
|
Net income per share available to common stockholders |
| $ | 0.11 |
|
| $ | 0.24 |
|
| $ | 0.07 |
|
| $ | 0.25 |
|
The following potential shares of common stock have been excluded from the computation of diluted earningsnet income per share because their effect would have been antidilutive:
|
| As of March 31, |
|
| As of June 30, |
| |||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
| |||||
|
| (in thousands) |
|
| (in thousands) |
| |||||||||||
Stock options |
| 126 |
| 0 |
|
|
| 1,306 |
|
|
| 897 |
| ||||
Ares warrants |
| 1,100 |
| 0 |
|
|
| 1,100 |
|
|
| 1,100 |
| ||||
Public and Private warrants |
| 17,333 |
| 0 |
|
|
| 17,333 |
|
|
| 17,333 |
| ||||
Series A redeemable preferred stock |
| 8,333 |
| 0 |
|
|
| 8,439 |
|
|
| — |
| ||||
Restricted share units |
| 1,511 |
| 184 |
| ||||||||||||
Convertible bonds (par value) |
| 0 |
| 51 |
| ||||||||||||
Ares Put Option |
| * |
|
| — |
|
| * |
|
| * |
|
* Refer to the description of this instrument in Note 8 below.10.
The effect of the potential shares of common stock issuable upon conversion of the redeemable preferred stock was antidilutive for the three months ended June 30, 2023 and the six months ended June 30, 2023 and 2022, and such shares were excluded from the computation of diluted net income per share.
8.10. Fair Value Measurements and Financial Instruments
The fair value of cash and cash equivalents, restricted cash, andshort-term investments, and restricted cash with respect to bonds, trade receivables, accounts payable and other current liabilities approximated their carrying values as of March 31, 2021June 30, 2023 and December 31, 20202022 primarily due to the short-term maturity of these instruments. On October 21, 2021, the Company completed a private offering of $450 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”). Based on market trades of the Senior Notes close to June 30, 2023 and December 31, 2022 (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $367.0 million and $354.7 million, respectively, compared to a gross carrying value of $450 million at June 30, 2023 and December 31, 2022. The fair value of the other long-term debt approximated their carrying values as of March 31, 2021June 30, 2023 and December 31, 20202022 due to the frequency with which interest rates are reset based on changes in prevailing interest rates.
The Bonds (Series C) were presented in the consolidated balance sheets at amortized cost. The fair value of the Bonds (Series C)fuel futures contracts was $80.6 million as of December 31, 2020. The fair value measurements were classified as Level 1.determined using NYMEX quoted values.
The contingent consideration from the acquisition of the business of Empire businessPetroleum Partners, LLC is measured at fair value at the end of each reporting period and amounted to $7.6$2.2 million and $7.4$3.7 million as of March 31, 2021June 30, 2023 and December 31, 2020,2022, respectively. The fair value methodology for the contingent consideration liability is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. Approximately $0.2$0.1 million, was$(0.5) million, $0.2 million and $(0.4) million were recorded as a componentcomponents of interest and other financial expenses (income) in the condensed consolidated statements of operations for the change in the fair value of the Contingent Considerationcontingent consideration for the three and six months ended March 31, 2021.June 30, 2023 and 2022, respectively, and approximately $0.9 million, $0.5 million, $1.6 million and $0.5 million of income
20
were recorded as components of other expenses, net in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022, respectively.
The Public Warrants (as defined in Note 12)public warrants to purchase the Company’s common stock (the “Public Warrants”), of which approximately 14.8 million were outstanding as of June 30, 2023, are measured at fair value at the end of each reporting period and amounted to $27.3$22.1 million and $18.1$25.9 million as of March 31, 2021June 30, 2023 and December 31, 2020,2022, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $9.2$0, $7.1 million, was$3.8 million and $5.2 million were recorded as a componentcomponents of interest and other financial expensesincome in the condensed consolidated statements of operations for the change in the fair value of the Public Warrants for the three and six months ended March 31, 2021.June 30, 2023 and 2022, respectively.
The Private Warrants (as defined in Note 12)private warrants to purchase the Company’s common stock (the “Private Warrants”), of which approximately 2.5 million were outstanding as of June 30, 2023, are measured at fair value at the end of each reporting period and amounted to $9.5$3.4 million and $6.7$4.5 million as of March 31, 2021June 30, 2023 and December 31, 2020,2022, respectively. The fair value methodology for the Private Warrants is categorized as Level 2 because certain inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model with the following material assumptions based on observable and unobservable inputs:
|
| As of March 31, |
|
| June 30, |
| ||
Expected term (in years) |
| 4.73 |
|
|
| 2.5 |
| |
Expected dividend rate |
|
| 1.5 | % | ||||
Volatility |
| 32.3 | % |
|
| 44.5 | % | |
Risk-free interest rate |
| 0.85 | % |
|
| 4.7 | % | |
Strike price |
| $ | 11.50 |
|
| $ | 11.50 |
|
Approximately $2.8 million was recorded as a component of interest and other financial expenses in the consolidated statements of operations forFor the change in the fair value of the Private Warrants, approximately $0.1 million, $1.2 million, $1.1 million and $0.9 million were recorded as components of interest and other financial income in the condensed consolidated statements of operations for the three and six months ended March 31, 2021.June 30, 2023 and 2022, respectively.
The Deferred SharesHaymaker Founders (as defined in Note 12)17 to the annual financial statements) will be entitled to up to 200 thousand shares of common stock to be issued subject to the number of incremental shares of common stock issued to the holders of the Series A redeemable preferred stock not being higher than certain thresholds (the “Deferred Shares”). The Deferred Shares are measured at fair value at the end of each reporting period and amounted to $1.8$1.3 million and $1.6$1.4 million as of March 31, 2021June 30, 2023 and December 31, 2020,2022, respectively. The fair value methodology for the Deferred Shares is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value
17
adjustment. The Deferred Shares have been recorded at fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:
|
| As of March 31, |
|
| June 30, |
| ||
Expected term (in years) |
| 6.17 |
|
|
| 3.9 |
| |
Volatility |
| 36.1 | % |
|
| 36.2 | % | |
Risk-free interest rate |
| 1.21 | % |
|
| 4.3 | % | |
Stock price |
| $ | 9.94 |
|
| $ | 7.95 |
|
Approximately $0.2$0.1 million, was$0.2 million, $0.1 million and $0.2 million were recorded as a componentcomponents of interest and other financial expensesincome in the condensed consolidated statements of operations for the change in the fair value of the Deferred Shares for the three and six months ended March 31, 2021.June 30, 2023 and 2022, respectively.
The Company entered into an agreement with Ares Capital Corporation (“Ares”) and certain of its affiliates (the “Ares Put Option,Option”), which generally guaranteesguaranteed Ares a value of approximately $27.3$27.3 million (including all dividend payments received by Ares) at the end of February 2023 for the shares of common stock that the Company issued on the Merger Closing Date in consideration for its acquisition in December 2020 of equity in GPM is(the “Ares Shares”). The Company and Ares agreed that in lieu of the Company issuing to Ares additional shares of common stock in accordance with the Ares Put Option or purchasing the Ares Shares, Ares would retain the Ares Shares, and the Company would pay approximately $9.8 million in cash to Ares in full satisfaction of the Company’s obligations related to the Ares
21
Put Option. This payment was made on April 14, 2023 and the Ares Put Option agreement was terminated. The Ares Put Option was measured at fair value at the end of each reporting period and amounted to $8.6 million and $9.8$8.6 million as of March 31, 2021 and December 31, 2020, respectively. The fair value methodology for the Ares Put Option is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. 2022.The Ares Put Option has been recorded at its fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:
|
| As of March 31, |
| |
Expected term (in years) |
| 1.91 |
| |
Volatility |
|
| 37.6 | % |
Risk-free interest rate |
|
| 0.15 | % |
Strike price |
| $ | 12.935 |
|
Approximately $1.2$0, $1.6 million, was$1.2 million and $0.5 million were recorded as a componentcomponents of interest and other financial incomeexpenses in the condensed consolidated statements of operations for the change in the fair value of the Ares Put Option for the three and six months ended March 31, 2021.June 30, 2023 and 2022, respectively.
9.11. Segment Reporting
The reportable segments were determined based on information reviewed by the chief operating decision maker for operational decision-making purposes and the segment information is prepared on the same basis that ourthe Company’s chief operating decision maker reviews such financial information. The Company’s reportingreportable segments are the retail, segment, the wholesale, segmentfleet fueling and the GPMP segment.GPMP. The Company defines segment earnings as operating income.
The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At its Company operated convenience stores, the Company owns the merchandise and fuel inventory and employs personnel to manage the store.
The wholesale segment supplies fuel to independent dealers, sub-wholesalers and bulk and spot purchasers, on either a cost plus or consignment basis. For consignment arrangements, the Company retains ownership of the fuel inventory at the site, is responsible for the pricing of the fuel to the end consumer, and shares the gross profit with the independent outside operators.dealers.
The fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites.
The GPMP segment includes GPM Petroleum LP (“GPMP”)GPMP and primarily includes theits sale and supply of fuel to GPM and its subsidiaries sellingrelated to substantially all of its sites that sell fuel (both in the Retailretail and Wholesale segments)wholesale segments, at GPMP’s cost of fuel (currently including(including taxes and certain transportation) plus a fixed margin (4.5(currently 5.0 cents per gallon), and charges a fixed fee to sites in the fleet fueling segment and certain Company sites which are not supplied by GPMP (currently 5.0 cents per gallon prior to October 1, 2020 and effective October 1, 2020 through September 30, 2021, 5.0 cents per gallon) and the supply ofsold). GPMP also supplies fuel to a small number of independent outside operatorsdealers and bulk and spot purchasers.
The “All Other” segment includes the results of non-reportable segments which do not meet both quantitative and qualitive criteria as defined under ASC 280, Segment Reporting. The Company revised the composition of the “All Other” segment in the third quarter of 2022 in conjunction with the closing of the Quarles Acquisition.
The majority of general and administrative expenses, depreciation and amortization, net other expenses, net interest and other financingfinancial expenses, and income taxes are not allocated to the segments, as well asand minor other income items including intercompany operating leases.leases are not allocated to the segments.
18
With the exception of goodwill, assets and liabilities relevant to the reportable segments are not assigned to any particular segment, but rather, managed at the consolidated level. All reportable segment revenues were generated from sites within the USU.S. and substantially all of the Company’s assets were within the US.U.S.
Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and substantially all of its subsidiaries sellingsites that sell fuel (both in the Retailretail and Wholesalewholesale segments). and charges by GPMP to sites that sell fuel in the fleet fueling segment. The effect of these inter-segment transactions was eliminated in the condensed consolidated financial statements.
For the three months ended March 31, 2021 |
| Retail |
|
| Wholesale |
|
| GPMP |
|
| All Other |
|
| Total |
| |||||
|
| (in thousands) |
| |||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Fuel revenue |
| $ | 576,304 |
|
| $ | 525,488 |
|
| $ | 1,155 |
|
| $ | 0 |
|
| $ | 1,102,947 |
|
Merchandise revenue |
|
| 359,281 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 359,281 |
|
Other revenues, net |
|
| 16,977 |
|
|
| 4,939 |
|
|
| 255 |
|
|
| 0 |
|
|
| 22,171 |
|
Total revenues from external customers |
|
| 952,562 |
|
|
| 530,427 |
|
|
| 1,410 |
|
|
| 0 |
|
|
| 1,484,399 |
|
Inter-segment |
|
| 0 |
|
|
| 0 |
|
|
| 819,467 |
|
|
| 317 |
|
|
| 819,784 |
|
Total revenues from reportable segments |
|
| 952,562 |
|
|
| 530,427 |
|
|
| 820,877 |
|
|
| 317 |
|
|
| 2,304,183 |
|
Operating income |
|
| 40,347 |
|
|
| 2,308 |
|
|
| 20,123 |
|
|
| 317 |
|
|
| 63,095 |
|
Interest and financial expenses, net |
|
|
|
|
|
|
|
| (3,841 | ) |
|
| 0 |
|
|
| (3,841 | ) | ||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
| (56 | ) |
|
| (56 | ) | |||
Loss from equity investment |
|
|
|
|
|
|
|
|
|
|
| (6 | ) |
|
| (6 | ) | |||
Net income from reportable segments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 59,192 |
|
For the three months ended March 31, 2020 |
| Retail |
|
| Wholesale |
|
| GPMP |
|
| All Other |
|
| Total |
| |||||
|
| (in thousands) |
| |||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Fuel revenue |
| $ | 532,886 |
|
| $ | 28,938 |
|
| $ | 1,217 |
|
| $ | 0 |
|
| $ | 563,041 |
|
Merchandise revenue |
|
| 323,679 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 323,679 |
|
Other revenues, net |
|
| 11,700 |
|
|
| 1,283 |
|
|
| 215 |
|
|
| 0 |
|
|
| 13,198 |
|
Total revenues from external customers |
|
| 868,265 |
|
|
| 30,221 |
|
|
| 1,432 |
|
|
| 0 |
|
|
| 899,918 |
|
Inter-segment |
|
| 0 |
|
|
| 0 |
|
|
| 379,125 |
|
|
| 2,378 |
|
|
| 381,503 |
|
Total revenues from reportable segments |
|
| 868,265 |
|
|
| 30,221 |
|
|
| 380,557 |
|
|
| 2,378 |
|
|
| 1,281,421 |
|
Operating income |
|
| 21,411 |
|
|
| 278 |
|
|
| 8,786 |
|
|
| 2,378 |
|
|
| 32,853 |
|
Interest and financial expenses, net |
|
|
|
|
|
|
|
| (847 | ) |
|
| 23 |
|
|
| (824 | ) | ||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
| (162 | ) |
|
| (162 | ) | |||
Loss from equity investment |
|
|
|
|
|
|
|
|
|
|
| (233 | ) |
|
| (233 | ) | |||
Net income from reportable segments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 31,634 |
|
22
|
| Retail |
|
| Wholesale |
|
| Fleet Fueling |
|
| GPMP |
|
| All Other |
|
| Total |
| ||||||
For the Three Months Ended June 30, 2023 | (in thousands) |
| ||||||||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Fuel revenue |
| $ | 1,015,365 |
|
| $ | 811,139 |
|
| $ | 121,146 |
|
| $ | 1,057 |
|
| $ | 8,393 |
|
| $ | 1,957,100 |
|
Merchandise revenue |
|
| 484,561 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 484,561 |
|
Other revenues, net |
|
| 18,997 |
|
|
| 6,110 |
|
|
| 1,676 |
|
|
| 277 |
|
|
| 420 |
|
|
| 27,480 |
|
Total revenues from external |
|
| 1,518,923 |
|
|
| 817,249 |
|
|
| 122,822 |
|
|
| 1,334 |
|
|
| 8,813 |
|
|
| 2,469,141 |
|
Inter-segment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,366,786 |
|
|
| 4,545 |
|
|
| 1,371,331 |
|
Total revenues from reportable |
|
| 1,518,923 |
|
|
| 817,249 |
|
|
| 122,822 |
|
|
| 1,368,120 |
|
|
| 13,358 |
|
|
| 3,840,472 |
|
Operating income |
|
| 77,857 |
|
|
| 6,767 |
|
|
| 9,344 |
|
|
| 27,008 |
|
|
| 138 |
|
|
| 121,114 |
|
Interest and financial expenses, net |
|
|
|
|
|
|
|
|
|
|
| (6,840 | ) |
|
| — |
|
|
| (6,840 | ) | |||
Loss from equity investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (27 | ) |
|
| (27 | ) | ||||
Net income from reportable segments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 114,247 |
|
|
| Retail |
|
| Wholesale |
|
| GPMP |
|
| All Other |
|
| Total |
| |||||
For the Three Months Ended June 30, 2022 | (in thousands) |
| ||||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Fuel revenue |
| $ | 1,117,849 |
|
| $ | 966,434 |
|
| $ | 1,571 |
|
| $ | — |
|
| $ | 2,085,854 |
|
Merchandise revenue |
|
| 431,751 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 431,751 |
|
Other revenues, net |
|
| 16,667 |
|
|
| 5,733 |
|
|
| 258 |
|
|
| — |
|
|
| 22,658 |
|
Total revenues from external customers |
|
| 1,566,267 |
|
|
| 972,167 |
|
|
| 1,829 |
|
|
| — |
|
|
| 2,540,263 |
|
Inter-segment |
|
| — |
|
|
| — |
|
|
| 1,738,243 |
|
|
| 302 |
|
|
| 1,738,545 |
|
Total revenues from reportable |
|
| 1,566,267 |
|
|
| 972,167 |
|
|
| 1,740,072 |
|
|
| 302 |
|
|
| 4,278,808 |
|
Operating income |
|
| 71,847 |
|
|
| 9,786 |
|
|
| 21,799 |
|
|
| 302 |
|
|
| 103,734 |
|
Interest and financial expenses, net |
|
|
|
|
|
|
|
| (1,819 | ) |
|
| — |
|
|
| (1,819 | ) | ||
Income from equity investment |
|
|
|
|
|
|
|
|
|
|
| 28 |
|
|
| 28 |
| |||
Net income from reportable segments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 101,943 |
|
|
| Retail |
|
| Wholesale |
|
| Fleet Fueling |
|
| GPMP |
|
| All Other |
|
| Total |
| ||||||
For the Six Months Ended June 30, 2023 | (in thousands) |
| ||||||||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Fuel revenue |
| $ | 1,858,838 |
|
| $ | 1,495,987 |
|
| $ | 248,640 |
|
| $ | 1,798 |
|
| $ | 13,501 |
|
| $ | 3,618,764 |
|
Merchandise revenue |
|
| 884,849 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 884,849 |
|
Other revenues, net |
|
| 37,552 |
|
|
| 12,601 |
|
|
| 2,627 |
|
|
| 447 |
|
|
| 677 |
|
|
| 53,904 |
|
Total revenues from external |
|
| 2,781,239 |
|
|
| 1,508,588 |
|
|
| 251,267 |
|
|
| 2,245 |
|
|
| 14,178 |
|
|
| 4,557,517 |
|
Inter-segment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,509,408 |
|
|
| 7,603 |
|
|
| 2,517,011 |
|
Total revenues from reportable |
|
| 2,781,239 |
|
|
| 1,508,588 |
|
|
| 251,267 |
|
|
| 2,511,653 |
|
|
| 21,781 |
|
|
| 7,074,528 |
|
Operating income |
|
| 119,488 |
|
|
| 14,317 |
|
|
| 17,768 |
|
|
| 49,630 |
|
|
| 462 |
|
|
| 201,665 |
|
Interest and financial expenses, net |
|
|
|
|
|
|
|
|
|
|
| (12,090 | ) |
|
| — |
|
|
| (12,090 | ) | |||
Loss from equity investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (63 | ) |
|
| (63 | ) | ||||
Net income from reportable segments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 189,512 |
|
23
|
| Retail |
|
| Wholesale |
|
| GPMP |
|
| All Other |
|
| Total |
| |||||
For the Six Months Ended June 30, 2022 | (in thousands) |
| ||||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Fuel revenue |
| $ | 1,972,516 |
|
| $ | 1,694,131 |
|
| $ | 2,733 |
|
| $ | — |
|
| $ | 3,669,380 |
|
Merchandise revenue |
|
| 798,736 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 798,736 |
|
Other revenues, net |
|
| 32,991 |
|
|
| 11,455 |
|
|
| 512 |
|
|
| — |
|
|
| 44,958 |
|
Total revenues from external customers |
|
| 2,804,243 |
|
|
| 1,705,586 |
|
|
| 3,245 |
|
|
| — |
|
|
| 4,513,074 |
|
Inter-segment |
|
| — |
|
|
| — |
|
|
| 3,013,964 |
|
|
| 604 |
|
|
| 3,014,568 |
|
Total revenues from reportable |
|
| 2,804,243 |
|
|
| 1,705,586 |
|
|
| 3,017,209 |
|
|
| 604 |
|
|
| 7,527,642 |
|
Operating income |
|
| 117,526 |
|
|
| 17,199 |
|
|
| 42,406 |
|
|
| 604 |
|
|
| 177,735 |
|
Interest and financial expenses, net |
|
|
|
|
|
|
|
| (4,264 | ) |
|
| — |
|
|
| (4,264 | ) | ||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
| 177 |
|
|
| 177 |
| |||
Income from equity investment |
|
|
|
|
|
|
|
|
|
|
| 37 |
|
|
| 37 |
| |||
Net income from reportable segments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 173,685 |
|
A reconciliation of total revenues from reportable segments to total revenues on the condensed consolidated statements of operations was as follows:
|
| For the three months ended |
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| |||||||||||
|
| (in thousands) |
|
| (in thousands) |
| |||||||||||||||||||||||
Total revenues from reportable segments |
| $ | 2,304,183 |
| $ | 1,281,421 |
|
| $ | 3,840,472 |
|
| $ | 4,278,808 |
|
| $ | 7,074,528 |
|
| $ | 7,527,642 |
| ||||||
Other revenues, net |
| (43 | ) |
| (38 | ) | |||||||||||||||||||||||
Elimination of inter-segment revenues |
|
| (819,784 | ) |
|
| (381,503 | ) |
|
| (1,371,331 | ) |
|
| (1,738,545 | ) |
|
| (2,517,011 | ) |
|
| (3,014,568 | ) | |||||
Total revenues |
| $ | 1,484,356 |
|
| $ | 899,880 |
|
| $ | 2,469,141 |
|
| $ | 2,540,263 |
|
| $ | 4,557,517 |
|
| $ | 4,513,074 |
|
19
A reconciliation of net income from reportable segments to net lossincome on the condensed consolidated statements of operations was as follows:
|
| For the three months ended |
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| |||||||||||
|
| (in thousands) |
|
| (in thousands) |
| |||||||||||||||||||||||
Net income from reportable segments |
| $ | 59,192 |
| $ | 31,634 |
|
| $ | 114,247 |
|
| $ | 101,943 |
|
| $ | 189,512 |
|
| $ | 173,685 |
| ||||||
Amounts not allocated to segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Other revenues, net |
| (43 | ) |
| (38 | ) | |||||||||||||||||||||||
Store operating expenses |
| 577 |
| (892 | ) |
|
| (3,604 | ) |
|
| 747 |
|
|
| (6,281 | ) |
|
| 1,331 |
| ||||||||
General and administrative expenses |
| (26,002 | ) |
| (18,125 | ) |
|
| (41,879 | ) |
|
| (32,197 | ) |
|
| (81,523 | ) |
|
| (63,276 | ) | |||||||
Depreciation and amortization |
| (22,399 | ) |
| (15,228 | ) |
|
| (30,995 | ) |
|
| (22,511 | ) |
|
| (57,552 | ) |
|
| (45,305 | ) | |||||||
Other expenses, net |
| (1,672 | ) |
| (4,176 | ) |
|
| (4,956 | ) |
|
| (1,197 | ) |
|
| (7,676 | ) |
|
| (2,318 | ) | |||||||
Interest and other financial expenses, net |
| (25,093 | ) |
| (8,205 | ) |
|
| (13,320 | ) |
|
| (5,822 | ) |
|
| (21,672 | ) |
|
| (19,654 | ) | |||||||
Income tax benefit |
|
| 778 |
|
|
| 2,173 |
| |||||||||||||||||||||
Net loss |
| $ | (14,662 | ) |
| $ | (12,857 | ) | |||||||||||||||||||||
Income tax expense |
|
| (5,014 | ) |
|
| (9,157 | ) |
|
| (2,856 | ) |
|
| (10,339 | ) | |||||||||||||
Net income |
| $ | 14,479 |
|
| $ | 31,806 |
|
| $ | 11,952 |
|
| $ | 34,124 |
|
10.12. Commitments and Contingencies
Environmental Liabilities and Contingencies
The Company is subject to certain federal and state environmental laws and regulations associated with convenience store sites whereat which it stores and sells fuel and other fuel products.products, as well as at owned and leased locations leased or subleased to dealers. As of March 31, 2021June 30, 2023 and December 31, 2020,2022, environmental obligations totaled $13.3$14.5 million and $13.5$12.1 million, respectively. These amounts were recorded as other current and non-current liabilities in the condensed consolidated balance sheets. Environmental reserves have been established on an undiscounted basis based upon internal and external estimates in regard to each site. It is reasonably possible that these amounts will be adjusted in the future due to changes in estimates of environmental remediation costs, the timing of the payments or whether thechanges in federal and/or state regulations in which the Company operates, and which deal with the environment, will be amended.environmental regulations.
The Company maintains certain environmental insurance policies and participates in various state underground storage tank funds that entitle it to be reimbursed for environmental loss mitigation. Estimated amounts that will be recovered from its insurance
24
policies and various state funds for the exposures totaled $5.4$7.8 million and $5.6$4.9 million as of March 31, 2021June 30, 2023 and December 31, 2020,2022, respectively, and were recorded as other current and non-current assets in the condensed consolidated balance sheets.
Asset Retirement ObligationsObligation
As part of the fuel operations at its operated convenience stores, at most of the consignment dealer locations and at most of the other owned and leased locations leased to dealers, certain other dealer locations and proprietary cardlock locations, there are aboveground and underground storage tanks for which the Company is responsible. The future cost to remove an undergrounda storage tank is recognized over the estimated remaining useful life of the underground storage tank or the termination of the applicable lease. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time an undergrounda storage tank is installed. The estimated liability is based upon historical experience in removing underground storage tanks, estimated tank useful lives, external estimates as to the cost to remove the tanks in the future and current and anticipated federal and state regulatory requirements governing the removal of tanks, and discounted. The Company has recorded an asset retirement obligation of $53.6$80.4 million and $53.2$65.3 million at March 31, 2021June 30, 2023 and December 31, 2020,2022, respectively. The current portion of the asset retirement obligation is included in other current liabilities in the condensed consolidated balance sheets.
Purchase Commitments
In the ordinary course of business, the Company hasProgram Agreement
On May 2, 2023, GPM, together with Oak Street, entered into various purchase agreements relateda third amendment to its fuel supply,the Program Agreement, which, include varying volume commitments. In lightamong other things, (i) extended the term of the reduction inProgram Agreement and the numberexclusivity period thereunder through September 30, 2024 and (ii) provides for up to $1.5 billion of gallons sold due to the COVID-19 pandemic, the Company’s principal fuel suppliers have temporarily suspended (for periods that vary among the different suppliers) the requirements under their agreements with the Company to purchase minimum quantities of gallons, including such requirementscapacity under the incentive agreementsProgram Agreement from such suppliers. Asthe date of March 31, 2021, the reduction in gallons sold didthird amendment through September 30, 2024, not affectincluding the Company’s compliance with its commitments underfunding for the agreements with its principal suppliers.WTG Acquisition.
Legal Matters
20
The Company is a party to various legal actions, as both plaintiff and defendant, in the ordinary course of business. The Company’s management believes, based on estimations with support from legal counsel for these matters, that these legal actions are routine in nature and incidental to the operation of the Company’s business and that it is not reasonably possible that the ultimate resolution of these matters will have a material adverse impact on the Company’s business, financial condition, results of operations and cash flows.
11.13. Related Party Transactions
There have been no material changes to the description of related party transactions as set forth in the annual financial statements.
12. Revision of Previously Issued Financial Statements
As of the Merger Closing Date, there were 17.3 million warrants to purchase Haymaker common stock outstanding, consisting of 13.3 million public warrants (the “Public Warrants”) and 4 million private warrants (the “Private Warrants”). Pursuant to the warrant agreement as amended on the Merger Closing Date, each whole warrant to purchase one share of Haymaker common stock became a warrant to purchase one share of the Company’s common stock. In addition, following the Merger Closing Date, Haymaker’s founders will be entitled to up to 200 thousand shares of common stock to be issued subject to the number of incremental shares of common stock issued to the holders of the Series A redeemable preferred stock not being higher than certain thresholds (the “Deferred Shares”).
The Company has adjusted its consolidated balance sheet as of December 31, 2020 in order to reflect its Public Warrants, Private Warrants and Deferred Shares as liability instruments measured at fair value rather than as equity instruments. The Company has evaluated the materiality of this adjustment and concluded it was not material to any of the prior periods presented and has elected to revise the previously issued financial statements contained within these interim financial statements for the periods impacted to correct the effect of this immaterial adjustment. As a result, the consolidated balance sheet as of December 31, 2020 included as comparative figures within these interim financial statements was revised as follows:
|
| As of December 31, 2020 |
| ||||||||||||||||
|
| As Previously Reported |
|
| Adjustment |
|
| As Revised |
| ||||||||||
|
| (in thousands) |
| ||||||||||||||||
Other non-current liabilities |
| $ | 70,166 |
|
| $ | 26,455 |
|
| $ | 96,621 |
| |||||||
Total liabilities |
|
| 2,421,934 |
|
|
| 26,455 |
|
|
| 2,448,389 |
| |||||||
Additional paid-in capital |
|
| 239,081 |
|
|
| (26,978 | ) |
|
| 212,103 |
| |||||||
Accumulated deficit |
|
| (30,176 | ) |
|
| 523 |
|
|
| (29,653 | ) | |||||||
Total equity |
|
| 217,875 |
|
|
| (26,455 | ) |
|
| 191,420 |
|
13. Significant Events
COVID-19 – Coronavirus
An outbreak of coronavirus (“COVID-19”) began in China in December 2019 and subsequently spread throughout the world. On March 11, 2020, the World Health Organization declared COVID-19 as a pandemic. Throughout the pandemic, the convenience stores and independent outside operations have continued to operate and have remained open to the public because convenience store operations and gas stations have been deemed an essential business by numerous federal and state authorities, including the US Department of Homeland Security, and therefore are exempt from many of the closure orders that were, or are currently, imposed on US businesses.
2125
Potential Acquisition
On March 8, 2021, the Company entered into an agreement with third parties for the acquisition of approximately 60 self-operated convenience stores and gas stations located in the Midwestern US for consideration of approximately $102 million plus the value of inventory and cash in stores on the closing date. The Company intends to finance a portion of the consideration from its own sources and two US real estate funds that are unrelated third parties (the “Real Estate Funds”) will pay the purchase agreement for the seller’s real estate as described below.
At the closing of the transaction, (i) the Company will purchase and assume, among other things, certain vendor agreements, fee simple ownership in some of the sites, equipment in the sites, inventory and goodwill with regard to the acquired activity; and (ii) according to agreements between the Company and each of the Real Estate Funds, in consideration of approximately $92 million, the Real Estate Funds will purchase the fee simple ownership in most of the sites. Such sites will be leased to the Company under customary lease terms. In addition, one of the Real Estate Funds will grant the Company an option to purchase the fee simple ownership in 26 of the sites following an initial four-year period for consideration as was agreed between the parties.
The purchase agreement includes the sellers’ undertaking with regard to indemnification subject to certain scope, time and amounts limitations as determined in the purchase agreement.
The closing of the transaction is subject to fulfillment of conditions precedent which includes, among other things, obtaining the approvals required by law, including permits and licenses relating to the acquired activity. Subject to the above, the closing is planned to occur during the second quarter of 2021. There is no certainty that the transaction will close.
14. Subsequent Events
Amendment to Credit Facilities
On April 30, 2021, GPM entered into a sixth amendment (the “Sixth Amendment”) to the Ares Credit Agreement. The Sixth Amendment amended the Ares Credit Agreement as follows: the definition of Consolidated EBITDA was amended to increase the amount of fees, expenses and other charges related to Permitted Acquisitions (as defined in the Ares Credit Agreement) that can be added back when calculating Consolidated EBITDA; the definition of Consolidated Total Debt was amended to increase the amount of GPM’s cash and cash equivalents on hand deducted from GPM’s indebtedness when calculating Consolidated Total Debt; various changes were made to facilitate potential new equipment and real estate financings from M&T Bank; certain permitted debt baskets were increased to allow GPM to have more flexibility in its operations and the financial statement and budget delivery requirements were updated primarily to reflect that GPM currently owns 99.71% of GPMP.
On April 30, 2021, GPM entered into a fourth amendment to its credit agreement, dated February 28, 2020, by and among GPM, and certain of its subsidiaries as borrowers and guarantors, the lenders from time to time party thereto and PNC Bank, National Association, as lender and as agent (the “PNC Credit Agreement”). This amendment effected substantially similar changes to the PNC Credit Agreement as those made by the Sixth Amendment to the Ares Credit Agreement described above.
Standby Real Estate Program
On May 3, 2021, GPM entered into a standby real estate purchase, designation and lease program agreement (the “Program Agreement”) with Oak Street Real Estate Capital Net Lease Property Fund, LP (“Oak Street”). Pursuant to the Program Agreement, Oak Street has agreed to purchase, subject to the conditions contained in the Program Agreement, up to $1.0 billion of convenience store and gas station real property, including in connection with purchase agreements that GPM or an affiliate thereof, may from time to time enter into to acquire convenience stores and gas stations from third parties (each, a “Property”). Pursuant to the Program Agreement, upon any acquisition of a Property by Oak Street, or an affiliate thereof, GPM, or an affiliate thereof, would enter into a triple-net lease agreement with Oak Street or such affiliate pursuant to which GPM or such affiliate would lease such Property from Oak Street or such affiliate based upon commercial terms contained in the Program Agreement. The purchase price for any Property would similarly be subject to commercial terms agreed upon by GPM and Oak Street in the Program Agreement. The Program Agreement has a one-year term, during which GPM may not sell or designate any Property pursuant to a sale-leaseback or similar transaction without first offering such Property to Oak Street in accordance with the terms and conditions of the Program Agreement. Certain Properties specified by GPM are not subject to the foregoing right of first offer, and the Program Agreement does not obligate GPM to sell any Property, or acquire any property from a third party for purposes of its sale, to Oak Street, unless GPM elects, in its sole discretion, to enter into a sale leaseback (or similar transaction) governed by the Program Agreement.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read this discussion together with the unaudited Condensed Consolidated Financial Statements, related notes, and other financial information included elsewhere in this Quarterly Report on Form 10-Q together with our audited consolidated financial statements, related notes, and other information contained in our Annual Report on Form 10-K for the year ended December 31, 20202022 (the “Form 10-K”). The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors,” in Part I, Item 1A of the Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q and as described from time to time in our other filings with the Securities and Exchange Commission. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Overview
ARKO Corp. was incorporated under the laws of Delaware on August 26, 2020 for the purpose of facilitating the business combination, which we refer to as the Merger Transaction, of Haymaker Acquisition Corp. II, a Delaware corporation (“Haymaker”), and Arko Holdings Ltd., a company organized under the laws of the State of Israel, which we refer to as Arko Holdings.2020. Our shares of common stock, $0.0001 par value per share (“common stock”), and publicly-traded warrants were registered to tradeare listed on the Nasdaq Stock Market on December 22, 2020(“Nasdaq”) and commenced trading on December 23, 2020,trade under the symbols “ARKO” and our common stock is dual-listed on the Tel Aviv Stock Exchange (“TASE”). The main activity of Arko Holdings prior to the foregoing business combination was its holding, through its subsidiaries, of controlling rights in“ARKOW,” respectively. GPM Investments, LLC, a Delaware limited liability company, which we refer to as GPM, which is our operating entity and upon the consummation of the Merger Transaction became our indirect wholly owned subsidiary. Arko Holdings’ Bonds (Series C) had traded on the TASE since June 28, 2016 and were fully redeemed on March 30, 2021; consequently, Arko Holdings is no longer a reporting entity under Israeli securities laws.
Based in Richmond, VA, we are a leading independent convenience store operator and, as of March 31, 2021,June 30, 2023, we were the seventhsixth largest convenience store chain in the United States (“U.S.”) ranked by store count, operating 1,3241,547 retail convenience stores. As of March 31, 2021,June 30, 2023, we operated the stores under 17more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Town Star, Uncle’s, Village Pantry® and Young’s. As of March 31, 2021,June 30, 2023, we also supplied fuel to 1,625 dealer-operated gas stations.1,824 dealers and operated 293 cardlock locations (unstaffed fueling locations). We are well diversified geographically and as of March 31, 2021,June 30, 2023, operated across 33in more than 30 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States.U.S.
WeOur primary business is the operation of convenience stores. As such, we derive a significant portion of our revenue from the retail sale of fuel and the products offered in our stores, as well as the wholesale distributionresulting in our retail stores generating a large proportion of fuel.our profitability. Our retail stores offer a wide array of cold and hot foodservice, beverages, cigarettes and other tobacco products, candy, salty snacks, grocery, beer and general merchandise. We have foodservice offerings at over 250approximately 1,260 company-operated stores. The foodservice category includes hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We offer a value food menu consisting of items such as hot dogs and chicken sandwiches. In addition, at our stores, we operate over 70approximately 150 branded quick service restaurants consisting of major national brands. We have 18 new Sbarro, the Original New York Pizza, locations and are currently working on additional new food offerings of this kind. Additionally, we provide a number of traditional convenience store services that generate additional income, including lottery, prepaid products, gift cards, money orders, ATMs, gaming, and other ancillary product and service offerings. We also generate revenues from car washes at approximately 10090 of our locations. Our high value fas REWARDS® loyalty program with approximately 1.48 million currently enrolled members is available in the majority of our stores and offers exclusive savings on merchandise and gas to our customers. In the first quarter of 2023, we launched our new fas REWARDS app, which offers enrolled loyalty members a variety of new features, including exclusive in-app member only HOT deals not available in stores, order and delivery, age verified offers on tobacco and alcohol, and a store locator with current gas prices at GPM stores close to members. We believe that these features contributed significantly to the approximately 10.5% increase in our enrolled marketable membership since the end of the first quarter of 2023.
We also derive revenue from the wholesale distribution of fuel and the sale of fuel at cardlock locations, and we earn commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. We believe these revenues result in stable, ratable cash flows which can quickly be deployed to pursue accretive acquisitions and investments in our retail stores. Additionally, these locations contribute to our overall size, which leads to economies of scale with our fuel and merchandise vendors.
Our reportable segments are described below.
Retail Segment
The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At our convenience stores, we own the merchandise and fuel inventory and employ personnel to manage the store.
26
Wholesale Segment
The wholesale segment supplies fuel to independent dealers, sub-wholesalers and bulk purchasers, on either a cost plus or consignment basis. For consignment arrangements, we retain ownership of the fuel inventory at the site, are responsible for the pricing of the fuel to the end consumer and share a portion of the gross profit earned from the sale of fuel by the consignment operators.dealers. For cost plus arrangements, we sell fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price to the dealer is determined according to the terms of the relevant agreement with the dealer, which typically reflects our total fuel costs plus the cost of transportation and a margin, with us generally retaining the prompt pay discounts and rebates.
Fleet Fueling Segment
The fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites.
GPMP Segment
The GPMP segment includes the operations of GPM Petroleum LP, (“GPMP”),referred to as GPMP, which primarily sells and supplies fuel to GPM and substantially all of its fuel-selling subsidiaries (boththat sell fuel in the Retailretail and Wholesale segments)wholesale segments at GPMP’s cost of fuel (currently including(including taxes and certain transportation) plus a fixed margin.margin and a fixed fee charged to sites in the fleet fueling segment and certain Company sites which are not supplied by GPMP.
23
Trends Impacting Our Business
We have achieved strong store growth over the last several years,decade, primarily by implementing a highly successful acquisition strategy. From 2013 through March 31, 2021,June 30, 2023, we completed 1824 acquisitions. AsOn June 6, 2023, we completed our acquisition from WTG Fuels Holdings, LLC of 24 company-operated Uncle’s convenience stores located across Western Texas, 68 proprietary GASCARD-branded cardlock sites and 43 private cardlock sites for fleet fueling operations located in Western Texas and Southeastern New Mexico (the “WTG Acquisition”). On March 1, 2023, we completed our acquisition from Transit Energy Group, LLC of 135 Company-operated convenience stores and gas stations, 181 dealer locations, a result,commercial, government, and industrial business, and certain distribution and transportation assets (the “TEG Acquisition” and, together with the WTG Acquisition, the “2023 Acquisitions”). For additional information regarding the 2023 Acquisitions, please see Note 3 to our condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q. In December 2022, we completed our acquisition of Pride Convenience Holdings, LLC, which operated at closing, 31 Pride retail convenience stores and had one store under construction at closing which is now opened (the “Pride Acquisition”), and in July 2022, we completed our acquisition of certain assets from Quarles Petroleum, Incorporated (the “Quarles Acquisition”), which included 121 proprietary Quarles-branded cardlock sites and 63 third-party cardlock sites for fleet fueling operations, and 46 dealer locations (collectively, the “2022 Acquisitions”). Our store count has grown from 320 sites in 2011 to 2,9493,664 sites as of March 31, 2021,June 30, 2023, of which 1,3241,547 were operated as retail convenience stores, and 1,6251,824 were locations at which we supplied fuel to independently operated fueling stations.dealers and 293 were cardlock locations. These strategic acquisitions have had, and we expect will continue to have, a significant impact on our reported results and can make period to period comparisons of results difficult. We completed our acquisition of the business of Empire Petroleum Partners, LLC, which business we refer to as Empire, in October 2020, which was significant and added 84 retail sites and 1,453 wholesale sites to our business (the “Empire Acquisition”). The Empire Acquisition was our only business acquisition in 2020. With our achievement of significant size and scale, we have added an additionalenhanced our focus ofon organic growth, including implementing company-wide marketing and merchandising initiatives, which we believe will result in significant value accretion to all the assets we have acquired. We believe that this complementary strategy will help further our growth through both acquisitions and organically and improve our results of operations.acquired assets.
The following table provides a history of our acquisitions, site conversions and site closings for the periods noted, for the retail, wholesale and wholesalefleet fueling segments:
|
| For the three months ended |
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||||||||
Retail Segment |
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| |||||||
Number of sites at beginning of period |
| 1,330 |
| 1,272 |
|
|
| 1,531 |
|
|
| 1,396 |
|
|
| 1,404 |
|
|
| 1,406 |
| ||||
Company-controlled sites converted to consignment |
| — |
| (1 | ) | ||||||||||||||||||||
Acquired sites |
|
| 24 |
|
|
| — |
|
|
| 159 |
|
|
| — |
| |||||||||
Newly opened or reopened sites |
|
| 2 |
|
|
| — |
|
|
| 3 |
|
|
| — |
| |||||||||
Company-controlled sites converted to consignment |
|
| (6 | ) |
|
| (1 | ) |
|
| (11 | ) |
|
| (7 | ) | |||||||||
Closed, relocated or divested sites |
|
| (6 | ) |
|
| — |
|
|
| (4 | ) |
|
| (7 | ) |
|
| (8 | ) |
|
| (11 | ) | |
Number of sites at end of period |
|
| 1,324 |
|
|
| 1,271 |
|
|
| 1,547 |
|
|
| 1,388 |
|
|
| 1,547 |
|
|
| 1,388 |
|
|
| For the three months ended |
| ||||||
Wholesale Segment |
| 2021 |
|
| 2020 |
| |||
Number of sites at beginning of period |
|
| 1,614 |
|
|
| 128 |
| |
Newly opened or reopened sites |
|
| 14 |
|
|
| — |
| |
Consignment locations or independent and lessee dealers |
|
| — |
|
|
| 1 |
| |
Closed, relocated or divested sites |
|
| (3 | ) |
|
| (1 | ) | |
Number of sites at end of period |
|
| 1,625 |
|
|
| 128 |
|
27
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||
Wholesale Segment 1 |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Number of sites at beginning of period 2 |
|
| 1,841 |
|
|
| 1,625 |
|
|
| 1,674 |
|
|
| 1,628 |
|
Acquired sites 2 |
|
| 9 |
|
|
| — |
|
|
| 190 |
|
|
| — |
|
Newly opened or reopened sites 3 |
|
| 17 |
|
|
| 21 |
|
|
| 24 |
|
|
| 40 |
|
Consignment or fuel supply locations |
|
| 6 |
|
|
| 1 |
|
|
| 11 |
|
|
| 7 |
|
Closed, relocated or divested sites |
|
| (49 | ) |
|
| (27 | ) |
|
| (75 | ) |
|
| (55 | ) |
Number of sites at end of period |
|
| 1,824 |
|
|
| 1,620 |
|
|
| 1,824 |
|
|
| 1,620 |
|
1 Excludes bulk and spot purchasers.
2 As part of our review of the initial accounting for the TEG Acquisition, we have adjusted the number of sites acquired in the first quarter of 2023 to exclude 11 spot purchasers acquired, consistent with our historical methodology. There has been an ongoing trend inwas no impact on our previously reported gallons sold or financial results.
3 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.
For the Three and Six Months Ended June 30, | ||||
Fleet Fueling Segment | 2023 | |||
Number of sites at beginning of period | 183 | |||
Acquired sites | 111 | |||
Closed, relocated or divested sites | (1 | ) | ||
Number of sites at end of period | 293 |
In recent years, the convenience store industry has focused on increasing and improving in-store foodservice offerings, including fresh foods, quick service restaurants or proprietary food offerings. We believe consumers may be more likely to patronize convenience stores that include such new and improved food offerings, which may also lead to increased inside merchandise sales or fuel sales for such stores. Although our foodservice sales have been negatively impacted during the COVID-19 pandemic, we believe this trend will reverse when the effects of the pandemic subside. Our current foodservice offering, which varies by store, primarily consists of hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We offer a value food menu consisting of items such as hot dogs and chicken sandwiches. We have historically relied upon a limited number of franchised quick service restaurants and in-store delis to drive customer traffic rather than other types of foodservice offerings. As a result, we believe that our under-penetration of foodservice presents an opportunity to expand foodservice offerings and margin in response to changing consumer behavior. In addition, we believe that continued investment in new technology platforms and applications to adapt to evolving consumer eating preferences, including contactless checkout, order ahead service, and delivery, will further drive growth in profitability.
Our operationsresults of operation are significantly impacted by the retail fuel margins we receiveearn on gallons sold. While we expect our same store fuel sales volumes to remain stable over time, even though they were recently impacted by COVID-19, and the fuel margins we realize on those sales to remain stable, theseThese fuel margins can change rapidly as they are influenced by many factors including: the price of refined products; interruptions in supply caused by severe weather; severesupply chain disruptions; refinery mechanical failures for an extended period of time;failures; and competition in the local markets in which we operate.
The cost of our main products, gasoline and diesel fuel, is greatly impacted by the wholesale cost of fuel in the United States. We attempt to pass along wholesale fuel cost changes through to our customers through retail price changes; however, we are not always able to do so. TheCompetitive conditions primarily affect the timing of any related increase or decrease in retail prices is affected by competitive conditions.prices. As a result, we tend to experience lower fuel margins when the cost of fuel is increasing gradually over a longer period and higher fuel margins when the cost of fuel is declining or more volatile over a shorter period of time. For the year ended December 31, 2022, we experienced historically high fuel margins as a result of the volatile market for gasoline and diesel fuel. In particular, in the first quarter of 2022, the war in Ukraine significantly affected market conditions and resulted in substantially higher fuel margins. Depending on future market and geopolitical conditions, the supply of fuel, including diesel fuel in particular, may become constrained. As such, we maintain terminal storage of diesel fuel for short-term supply needs for our fleet fueling sites.
24
We also operate in a highly competitive retail convenience market that includes businesses with operations and services that are similar to those that are provided by us.we provide. We face significant competition from other large chain operators. In particular, large convenience store chains have increased their number of locations and remodeled their existing locations in recent years, enhancing their
28
competitive position. We believe that convenience stores managed by individual operators who offer branded or non-branded fuel are also significant competitors in the market. The convenience store industry is also experiencing competition from other retail sectors including grocery stores, large warehouse retail stores, dollar stores and pharmacies.
We believe that we have a significant opportunity to increase our sales and profitability by continuing to execute our operating strategy, growing our store base in existing and contiguous markets through acquisitions, and enhancing the performance of current stores.
Business Highlights
The Empire AcquisitionOur focus on our retail organic store growth strategy and the continuation of our accretive acquisition strategy positively impacted our results of operations for the second quarter of 2023. Merchandise contribution at same stores, the 2023 Acquisitions and the 2022 Acquisitions all contributed to the increaseimprovement in our results of operations infor the firstsecond quarter of 2021, primarily in the wholesale segment,2023, as compared to the firstsecond quarter of 2020. Although2022 which was partially offset by less fuel contribution on a same store basis, primarily due to market conditions in the impactsecond quarter of 2022. Store operating expenses increased in the COVID-19 pandemic reduced total gallons sold thus far in 2021second quarter of 2023 as compared to 2020, higher fuel margins compared to the same period in 2020 resulted in improved results, partlysecond quarter of 2022, primarily due to less competitive pricing pressure on fuel. Increased merchandise contribution at same stores combined with an increase in other revenues also positively impacted 2021.higher personnel costs. General and administrative expenses also increased in 2021,the second quarter of 2023 as compared to 2020, to support the Empire Acquisition.second quarter of 2022, primarily as a result of expenses associated with the 2023 Acquisitions and the 2022 Acquisitions, wage increases, and an increase in share-based compensation expense.
Seasonality
Our business is seasonal, and our operating income in the second and third quarters has historically been significantly greater than in the first and fourth quarters as a result of the generally improved climate and seasonal buying patterns of our customers. Inclement weather, especially in the Midwest and Northeast regions of the United StatesU.S. during the winter months, can negatively impact our financial results.
Results of Operations for the three and six months ended March 31, 2021June 30, 2023 and 20202022
The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using our condensed consolidated interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with such condensed interim consolidated financial statements and related notes.
COVID-19
An outbreak of coronavirus (“COVID-19”) began in China in December 2019 and subsequently spread throughout the world. On March 11, 2020, the World Health Organization declared COVID-19 as a pandemic. Throughout the pandemic, our convenience stores and independent outside operations have continued to operate and have remained open to the public because convenience store operations and gas stations have been deemed an essential business by numerous federal and state authorities, including the U.S. Department of Homeland Security, and therefore are exempt from many of the closure orders that were, or are currently, imposed on U.S. businesses.
The COVID-19 pandemic has generally impacted our results of operations positively, principally due to the significant increase in fuel margin, which more than offset a reduction in the number of gallons sold at gas stations as a result of the pandemic. Since the beginning of the first quarter of 2021, we have seen an increase in fuel volume as vaccinations have become available and COVID-19 cases have decreased in many areas. Businesses have continued to re-open, and customer traffic has increased.
Consolidated Results
The Merger Transaction was accounted for as a reverse recapitalization. Under this method of accounting, Haymaker was treated as the “acquired” company and Arko Holdings was considered the accounting acquirer for accounting purposes. Because Arko Holdings was deemed the accounting acquirer, upon the consummation of the Merger Transaction, the historical financial statements of Arko Holdings became the historical financial statements of the combined company. As a result, the financial statements included in this Quarterly Report on Form 10-Q and discussed herein reflect the historical operating results of Arko Holdings prior to December 22, 2020, which was the date on which the Merger Transaction closed (the “Merger Closing Date”) and our combined results, including those of Haymaker, following the Merger Closing Date.
2529
The table below shows our consolidated results for the three and six months ended March 31, 2021June 30, 2023 and 2020,2022, together with certain key metrics.
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Revenues: |
| (in thousands) |
| |||||||||||||
Fuel revenue |
| $ | 1,957,100 |
|
| $ | 2,085,854 |
|
| $ | 3,618,764 |
|
| $ | 3,669,380 |
|
Merchandise revenue |
|
| 484,561 |
|
|
| 431,751 |
|
|
| 884,849 |
|
|
| 798,736 |
|
Other revenues, net |
|
| 27,480 |
|
|
| 22,658 |
|
|
| 53,904 |
|
|
| 44,958 |
|
Total revenues |
|
| 2,469,141 |
|
|
| 2,540,263 |
|
|
| 4,557,517 |
|
|
| 4,513,074 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fuel costs |
|
| 1,801,103 |
|
|
| 1,955,019 |
|
|
| 3,338,985 |
|
|
| 3,425,668 |
|
Merchandise costs |
|
| 329,903 |
|
|
| 300,387 |
|
|
| 607,226 |
|
|
| 559,180 |
|
Store operating expenses |
|
| 218,002 |
|
|
| 178,077 |
|
|
| 410,685 |
|
|
| 344,615 |
|
General and administrative expenses |
|
| 42,660 |
|
|
| 32,956 |
|
|
| 83,076 |
|
|
| 64,741 |
|
Depreciation and amortization |
|
| 32,837 |
|
|
| 24,353 |
|
|
| 61,236 |
|
|
| 48,989 |
|
Total operating expenses |
|
| 2,424,505 |
|
|
| 2,490,792 |
|
|
| 4,501,208 |
|
|
| 4,443,193 |
|
Other expenses, net |
|
| 4,956 |
|
|
| 1,197 |
|
|
| 7,676 |
|
|
| 2,318 |
|
Operating income |
|
| 39,680 |
|
|
| 48,274 |
|
|
| 48,633 |
|
|
| 67,563 |
|
Interest and other financial expenses, net |
|
| (20,160 | ) |
|
| (7,339 | ) |
|
| (33,762 | ) |
|
| (23,314 | ) |
Income before income taxes |
|
| 19,520 |
|
|
| 40,935 |
|
|
| 14,871 |
|
|
| 44,249 |
|
Income tax expense |
|
| (5,014 | ) |
|
| (9,157 | ) |
|
| (2,856 | ) |
|
| (10,162 | ) |
(Loss) income from equity investment |
|
| (27 | ) |
|
| 28 |
|
|
| (63 | ) |
|
| 37 |
|
Net income |
| $ | 14,479 |
|
| $ | 31,806 |
|
| $ | 11,952 |
|
| $ | 34,124 |
|
Less: Net income attributable to non-controlling interests |
|
| 48 |
|
|
| 52 |
|
|
| 101 |
|
|
| 131 |
|
Net income attributable to ARKO Corp. |
| $ | 14,431 |
|
| $ | 31,754 |
|
| $ | 11,851 |
|
| $ | 33,993 |
|
Series A redeemable preferred stock dividends |
|
| (1,434 | ) |
|
| (1,434 | ) |
|
| (2,852 | ) |
|
| (2,852 | ) |
Net income attributable to common shareholders |
| $ | 12,997 |
|
| $ | 30,320 |
|
| $ | 8,999 |
|
| $ | 31,141 |
|
Fuel gallons sold |
|
| 588,174 |
|
|
| 484,834 |
|
|
| 1,091,434 |
|
|
| 941,726 |
|
Fuel margin, cents per gallon1 |
|
| 26.5 |
|
|
| 27.0 |
|
|
| 25.6 |
|
|
| 25.9 |
|
Merchandise contribution2 |
|
| 154,658 |
|
|
| 131,364 |
|
| $ | 277,623 |
|
| $ | 239,556 |
|
Merchandise margin3 |
|
| 31.9 | % |
|
| 30.4 | % |
|
| 31.4 | % |
|
| 30.0 | % |
Adjusted EBITDA4 |
|
| 86,242 |
|
|
| 79,045 |
|
|
| 133,726 |
|
| $ | 129,153 |
|
|
| For the three months ended |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Revenues: |
| (in thousands) |
| |||||
Fuel revenue |
| $ | 1,102,947 |
|
| $ | 563,041 |
|
Merchandise revenue |
|
| 359,281 |
|
|
| 323,679 |
|
Other revenues, net |
|
| 22,128 |
|
|
| 13,160 |
|
Total revenues |
|
| 1,484,356 |
|
|
| 899,880 |
|
Operating expenses: |
|
|
|
|
|
| ||
Fuel costs |
|
| 1,012,798 |
|
|
| 499,803 |
|
Merchandise costs |
|
| 260,754 |
|
|
| 239,091 |
|
Store operating expenses |
|
| 144,938 |
|
|
| 128,830 |
|
General and administrative |
|
| 26,713 |
|
|
| 18,893 |
|
Depreciation and amortization |
|
| 24,242 |
|
|
| 17,071 |
|
Total operating expenses |
|
| 1,469,445 |
|
|
| 903,688 |
|
Other expenses, net |
|
| 1,672 |
|
|
| 4,176 |
|
Operating income (loss) |
|
| 13,239 |
|
|
| (7,984 | ) |
Interest and other financial expenses, net |
|
| (28,617 | ) |
|
| (6,651 | ) |
Loss before income taxes |
|
| (15,378 | ) |
|
| (14,635 | ) |
Income tax benefit |
|
| 722 |
|
|
| 2,011 |
|
Loss from equity investment |
|
| (6 | ) |
|
| (233 | ) |
Net loss |
| $ | (14,662 | ) |
| $ | (12,857 | ) |
Less: Net income (loss) attributable to non-controlling |
|
| 74 |
|
|
| (2,401 | ) |
Net loss attributable to ARKO Corp. |
| $ | (14,736 | ) |
| $ | (10,456 | ) |
Series A redeemable preferred stock dividends |
|
| (1,402 | ) |
|
|
| |
Net loss attributable to common shareholders |
| $ | (16,138 | ) |
|
|
| |
Fuel gallons sold |
|
| 448,315 |
|
|
| 248,699 |
|
Fuel margin, cents per gallon1 |
|
| 20.1 |
|
|
| 25.4 |
|
Merchandise contribution2 |
|
| 98,527 |
|
|
| 84,588 |
|
Merchandise margin3 |
|
| 27.4 | % |
|
| 26.1 | % |
Adjusted EBITDA4 |
|
| 42,303 |
|
|
| 16,934 |
|
1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.
2 Calculated as merchandise revenue less merchandise costs.
3 Calculated as merchandise contribution divided by merchandise revenue.
4 Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation.reconciliation to net income.
Three Months Ended March 31, 2021June 30, 2023 versus Three Months Ended March 31, 2020June 30, 2022
For the three months ended March 31, 2021,June 30, 2023, fuel revenue increaseddecreased by $539.9$128.8 million, or 95.9%6.2%, compared to the firstsecond quarter of 2020.2022. The increasedecrease in fuel revenue was primarily attributable primarily to a decrease in the average price of fuel compared to the second quarter of 2022 and fewer gallons sold at same stores in the second quarter of 2023 compared to the second quarter of 2022, which was partially offset by incremental gallons sold related to the Empire Acquisition, which was partially offset by fewer gallons sold in2023 Acquisitions and the first quarter of 2021 primarily due to the COVID-19 pandemic, as the pandemic did not have a significant impact on our results until the second half of March 2020.2022 Acquisitions.
For the three months ended March 31, 2021,June 30, 2023, merchandise revenue increased by $35.6$52.8 million, or 11.0%12.2%, compared to the firstsecond quarter of 20202022, primarily due to the 2023 Acquisitions and the Pride Acquisition and an increase in same store merchandise sales and the Empire Acquisition.revenues. Offsetting these increases was a decrease in merchandise revenue from underperforming retail stores that were closed or converted to dealers.
For the three months ended March 31, 2021,June 30, 2023, other revenue increased by $9.0$4.8 million, or 68.1%21.3%, compared to the firstsecond quarter of 20202022, primarily relateddue to additional revenue from the Empire Acquisition2023 Acquisitions, the 2022 Acquisitions and increased income fromgreater lottery commissions and temporary allowance for gaming machines in Virginia.commissions.
26
For the three months ended March 31, 2021,June 30, 2023, total operating expenses increaseddecreased by $565.8$66.3 million, or 62.6%2.7%, compared to the firstsecond quarter of 2020.2022. Fuel costs increased $513.0decreased $153.9 million, or 102.6%7.9%, compared to the firstsecond quarter of 20202022 due to fuelboth fewer gallons sold atand a higherlower average cost of fuel on a same store basis which were partially offset by incremental gallons related to the 2023 Acquisitions and higher volumes.the 2022 Acquisitions. Merchandise costs increased $21.7$29.5 million, or 9.1%9.8%, compared to the firstsecond quarter of 2020,2022, primarily due to increased costs related to the Empire2023 Acquisitions and the Pride Acquisition as well asand a corresponding increase in same store merchandise sales. For the three months ended March 31, 2021,June 30, 2023, store operating expenses increased $16.1$39.9 million, or 12.5%22.4%,
30
compared to the firstsecond quarter of 20202022 due to incremental expenses coming fromas a result of the Empire Acquisition2023 Acquisitions, the 2022 Acquisitions and a slightan increase in expenses at same stores.
For the three months ended March 31, 2021,June 30, 2023, general and administrative expenses increased $7.8$9.7 million, or 41.4%29.4%, compared to the firstsecond quarter of 2020,2022, primarily due to thoseapproximately $7.1 million of expenses associated with the acquired Empire business,2023 Acquisitions and the 2022 Acquisitions, annual wage increases and stockan increase of $1.4 million in share-based compensation expenses.expense primarily related to equity grants in the first quarter of 2023.
For the three months ended March 31, 2021,June 30, 2023, depreciation and amortization expenses increased $7.2$8.5 million, or 42.0%34.8%, compared to the firstsecond quarter of 20202022 primarily due to assets acquired in the previous twelve month period, largely related toin connection with the Empire Acquisition.2023 Acquisitions and the 2022 Acquisitions.
For the three months ended March 31, 2021,June 30, 2023, other expenses, net decreasedincreased by $2.5$3.8 million, compared to the firstsecond quarter of 20202022 primarily due to a $0.9 million decreasean increase in acquisition costs and a $2.0 million reduction ingreater losses on disposal of assets and impairment charges in 2021.the second quarter of 2023, which was partially offset by higher income recorded for the fair value adjustment of contingent consideration in the second quarter of 2023.
Operating income was $13.2$39.7 million for the second quarter of 2023 compared to $48.3 million for the second quarter of 2022. The decrease was primarily due to an increase in depreciation and amortization expenses, share-based compensation expenses and other expenses, net.
For the three months ended March 31, 2021,June 30, 2023, interest and other financial expenses, net increased by $12.8 million compared to an operating lossthe second quarter of $8.02022, primarily related to a decrease of $6.6 million in income, net, recorded in the second quarter of 2023 compared to the prior year period, for fair value adjustments for the first quarter of 2020. The increaseAres Put Option, Public Warrants, Private Warrants and Deferred Shares (each as defined in Note 10 to the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q) and greater debt at higher rates outstanding in 2023, which was primarily due to strong fuel and merchandise results along with incremental income from the Empire Acquisition, partially offset by an increaseadditional interest income generated in general and administrative, depreciation and amortization expenses.the second quarter of 2023.
For the three months ended March 31, 2021, interest and other financing expenses, net increased by $22.0June 30, 2023, income tax expense was $5.0 million compared to the first quarterincome tax expense of 2020 primarily related to higher interest expense from greater debt outstanding in 2021, $4.5$9.2 million additional interest for the early redemption of the Bonds (Series C), $12.1 million for interest expense related to fair value adjustments for the Public Warrants, Private Warrants and Deferred Shares and a net period-over-period decrease in foreign currency gains recorded of $1.8 million.three months ended June 30, 2022.
For the three months ended March 31, 2021, theJune 30, 2023 and 2022, net income tax benefit was $0.7 million compared to $2.0 million in the three months ended March 31, 2020.
Net income (loss) attributable to non-controlling interests primarily represented minority interests prior to the Merger Closing Date.Company was $14.4 million and $31.8 million, respectively.
For the three months ended March 31, 2021, net loss attributable to the CompanyJune 30, 2023, Adjusted EBITDA was $14.7$86.2 million compared to $10.5 million in the three months ended March 31, 2020.
For the three months ended March 31, 2021, Adjusted EBITDA was $42.3 million compared to $16.9$79.0 million for the three months ended March 31, 2020. The Empire Acquisition contributed approximately $13 million of incrementalJune 30, 2022. Incremental Adjusted EBITDA from the 2023 Acquisitions and the 2022 Acquisitions and increased merchandise contribution positively impacted Adjusted EBITDA for the firstsecond quarter of 2021. Increased merchandise contribution at same stores also positively impacted 2021. Additionally, although the impact of the COVID-19 pandemic reduced gallons sold in the first quarter of 20212023, as compared to the firstsecond quarter of 2020, the significant increase in fuel margin compared to the same period in 2020 contributed to increased Adjusted EBITDA in the first quarter of 2021. These increases were2022, which was partially offset by approximately $13.3 million of lower fuel contribution from retail same stores and legacy wholesale sites. In addition, higher personnel costs at same stores and an increase in general and administrative expenses reduced Adjusted EBITDA for the second quarter of 2023. Refer to support the Empire Acquisition.“Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.
Six Months Ended June 30, 2023 versus Six Months Ended June 30, 2022
For the six months ended June 30, 2023, fuel revenue decreased by $50.6 million, or 1.4%, compared to the first half of 2022. The decrease in fuel revenue was primarily attributable to a decrease in the average price of fuel compared to the first half of 2022 and fewer gallons sold at same stores in the first half of 2023 compared to the first half of 2022, which was partially offset by incremental gallons sold related to the 2023 Acquisitions and the 2022 Acquisitions.
27For the six months ended June 30, 2023, merchandise revenue increased by $86.1 million, or 10.8%, compared to the first half of 2022, primarily due to the 2023 Acquisitions and the Pride Acquisition and an increase in same store merchandise revenues. Offsetting these increases was a decrease in merchandise revenue from underperforming retail stores that were closed or converted to dealers.
For the six months ended June 30, 2023, other revenue increased by $8.9 million, or 19.9%, compared to the first half of 2022, primarily due to additional revenue from the 2023 Acquisitions, the 2022 Acquisitions and greater lottery commissions.
For the six months ended June 30, 2023, total operating expenses increased by $58.0 million, or 1.3%, compared to the first half of 2022. Fuel costs decreased $86.7 million, or 2.5%, compared to the first half of 2022 due to both fewer gallons sold and a lower average cost of fuel on a same store basis, which were partially offset by incremental gallons related to the 2023 Acquisitions and the 2022 Acquisitions. Merchandise costs increased $48.0 million, or 8.6%, compared to the first half of 2022, primarily due to increased
31
costs related to the 2023 Acquisitions and the Pride Acquisition and a corresponding increase in same store merchandise sales. For the six months ended June 30, 2023, store operating expenses increased $66.1 million, or 19.2%, compared to the first half of 2022 due to incremental expenses as a result of the 2023 Acquisitions, the 2022 Acquisitions and an increase in expenses at same stores.
For the six months ended June 30, 2023, general and administrative expenses increased $18.3 million, or 28.3%, compared to the first half of 2022, primarily due to approximately $11.5 million in expenses associated with the 2023 Acquisitions and the 2022 Acquisitions, annual wage increases and an increase of $2.7 million in share-based compensation expense primarily related to equity grants in the first quarters of 2023 and 2022.
For the six months ended June 30, 2023, depreciation and amortization expenses increased $12.2 million, or 25.0%, compared to the first half of 2022 primarily due to assets acquired in the previous twelve month period, largely in connection with the 2023 Acquisitions and the 2022 Acquisitions.
For the six months ended June 30, 2023, other expenses, net increased by $5.4 million, compared to the first half of 2022 primarily due to an increase in acquisition costs and greater losses on disposal of assets and impairment charges in the first half of 2023 which was partially offset by higher income recorded for the fair value adjustment of contingent consideration in the first half of 2023.
Operating income was $48.6 million for the first half of 2023 compared to $67.6 million for the first half of 2022. The decrease was primarily due to an increase in depreciation and amortization expenses, share-based compensation expenses and other expenses, net.
For the six months ended June 30, 2023, interest and other financial expenses, net increased by $10.4 million compared to the first half of 2022, primarily related to a decrease of $1.9 million in income, net recorded for fair value adjustments for the Ares Put Option, Public Warrants, Private Warrants and Deferred Shares (each as defined in Note 10 to the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q) and greater debt at higher rates outstanding in 2023, which was partially offset by additional interest income generated in the first half of 2023.
For the six months ended June 30, 2023, income tax expense was $2.9 million compared to income tax expense of $10.2 million for the six months ended June 30, 2022.
For the six months ended June 30, 2023 and 2022, net income attributable to the Company was $11.9 million and $34.0 million, respectively.
For the six months ended June 30, 2023, Adjusted EBITDA was $133.7 million compared to $129.2 million for the six months ended June 30, 2022. Incremental Adjusted EBITDA from the 2023 Acquisitions and the 2022 Acquisitions and increased merchandise contribution positively impacted Adjusted EBITDA for the first half of 2023, as compared to the first half of 2022. These benefits were partially offset by approximately $27.9 million of lower fuel contribution from retail same stores and legacy wholesale sites, of which approximately $12.8 million was incurred in March 2023. In addition, higher personnel costs at same stores and an increase in general and administrative expenses reduced Adjusted EBITDA for the first half of 2023. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.
32
Segment Results
Retail Segment
The table below shows the results of the Retailretail segment for the three and six months ended March 31, 2021June 30, 2023 and 2020,2022, together with certain key metrics for the segment.
|
| For the three months ended March 31, |
|
| For the Three Months |
|
| For the Six Months |
| |||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||||||||
Revenues: |
| (in thousands) |
|
| (in thousands) |
| ||||||||||||||||||||||
Fuel revenue |
| $ | 576,304 |
|
| $ | 532,886 |
|
| $ | 1,015,365 |
|
| $ | 1,117,849 |
|
| $ | 1,858,838 |
|
| $ | 1,972,516 |
| ||||
Merchandise revenue |
| 359,281 |
| 323,679 |
|
|
| 484,561 |
|
|
| 431,751 |
|
|
| 884,849 |
|
|
| 798,736 |
| |||||||
Other revenues, net |
|
| 16,977 |
|
|
| 11,700 |
|
|
| 18,997 |
|
|
| 16,667 |
|
|
| 37,552 |
|
|
| 32,991 |
| ||||
Total revenues |
| 952,562 |
| 868,265 |
|
|
| 1,518,923 |
|
|
| 1,566,267 |
|
|
| 2,781,239 |
|
|
| 2,804,243 |
| |||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Fuel costs |
| 515,136 |
| 481,751 |
|
|
| 913,437 |
|
|
| 1,025,811 |
|
|
| 1,681,245 |
|
|
| 1,802,696 |
| |||||||
Merchandise costs |
| 260,754 |
| 239,091 |
|
|
| 329,903 |
|
|
| 300,387 |
|
|
| 607,226 |
|
|
| 559,180 |
| |||||||
Store operating expenses |
|
| 136,325 |
|
|
| 126,012 |
|
|
| 197,726 |
|
|
| 168,222 |
|
|
| 373,280 |
|
|
| 324,841 |
| ||||
Total operating expenses |
|
| 912,215 |
|
|
| 846,854 |
|
|
| 1,441,066 |
|
|
| 1,494,420 |
|
|
| 2,661,751 |
|
|
| 2,686,717 |
| ||||
Operating income |
| $ | 40,347 |
|
| $ | 21,411 |
|
| $ | 77,857 |
|
| $ | 71,847 |
|
| $ | 119,488 |
|
| $ | 117,526 |
| ||||
Fuel gallons sold |
| 226,112 |
| 234,815 |
|
|
| 293,584 |
|
|
| 253,243 |
|
|
| 542,490 |
|
|
| 492,801 |
| |||||||
Same store fuel gallons sold decrease (%)1 |
| (13.8 | %) |
| (7.4 | %) |
|
| (2.6 | %) |
|
| (10.6 | %) |
|
| (4.2 | %) |
|
| (7.1 | %) | ||||||
Fuel margin, cents per gallon2 |
| 32.1 |
| 26.3 |
|
|
| 39.7 |
|
|
| 41.3 |
|
|
| 37.7 |
|
|
| 39.4 |
| |||||||
Same store merchandise sales increase (%)1 |
| 6.0 | % |
| 0.2 | % | ||||||||||||||||||||||
Same store merchandise sales excluding cigarettes increase (decrease) (%)1 |
| 9.2 | % |
| (0.5 | %) | ||||||||||||||||||||||
Same store merchandise sales increase (decrease) (%)1 |
|
| 0.7 | % |
|
| (2.7 | %) |
|
| 2.1 | % |
|
| (3.1 | %) | ||||||||||||
Same store merchandise sales excluding cigarettes |
|
| 3.8 | % |
|
| 1.4 | % |
|
| 5.6 | % |
|
| 0.8 | % | ||||||||||||
Merchandise contribution3 |
| 98,527 |
| 84,588 |
|
| $ | 154,658 |
|
| $ | 131,364 |
|
| $ | 277,623 |
|
| $ | 239,556 |
| |||||||
Merchandise margin4 |
|
| 27.4 | % |
|
| 26.1 | % |
|
| 31.9 | % |
|
| 30.4 | % |
|
| 31.4 | % |
|
| 30.0 | % |
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 hashad 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.
33
| For the Three Months Ended June 30, 2023 |
|
| For the Six Months Ended June 30, 2023 |
| ||||||||||||||||||||||||||
| Pride 1 |
|
| TEG 2 |
|
| Uncle's (WTG) 3 |
|
| Total |
|
| Pride 1 |
|
| TEG 2 |
|
| Uncle's (WTG) 3 |
|
| Total |
| ||||||||
| (in thousands) |
|
|
|
| ||||||||||||||||||||||||||
Date of Acquisition: | Dec 6, 2022 |
|
| Mar 1, 2023 |
|
| Jun 6, 2023 |
|
|
|
|
| Dec 6, 2022 |
|
| Mar 1, 2023 |
|
| Jun 6, 2023 |
|
|
|
| ||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Fuel revenue | $ | 71,388 |
|
| $ | 99,128 |
|
| $ | 6,098 |
|
| $ | 176,614 |
|
| $ | 139,425 |
|
| $ | 131,202 |
|
| $ | 6,098 |
|
| $ | 276,725 |
|
Merchandise |
| 15,629 |
|
|
| 39,381 |
|
|
| 2,846 |
|
|
| 57,856 |
|
|
| 29,143 |
|
|
| 52,324 |
|
|
| 2,846 |
|
|
| 84,313 |
|
Other revenues, net |
| 1,397 |
|
|
| 1,322 |
|
|
| 54 |
|
|
| 2,773 |
|
|
| 2,784 |
|
|
| 1,731 |
|
|
| 54 |
|
|
| 4,569 |
|
Total revenues |
| 88,414 |
|
|
| 139,831 |
|
|
| 8,998 |
|
|
| 237,243 |
|
|
| 171,352 |
|
|
| 185,257 |
|
|
| 8,998 |
|
|
| 365,607 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Fuel costs |
| 64,335 |
|
|
| 90,832 |
|
|
| 5,020 |
|
|
| 160,187 |
|
|
| 125,299 |
|
|
| 120,617 |
|
|
| 5,020 |
|
|
| 250,936 |
|
Merchandise costs |
| 10,185 |
|
|
| 27,189 |
|
|
| 1,927 |
|
|
| 39,301 |
|
|
| 19,383 |
|
|
| 36,126 |
|
|
| 1,927 |
|
|
| 57,436 |
|
Store operating |
| 10,495 |
|
|
| 18,064 |
|
|
| 1,225 |
|
|
| 29,784 |
|
|
| 20,030 |
|
|
| 23,576 |
|
|
| 1,225 |
|
|
| 44,831 |
|
Total operating |
| 85,015 |
|
|
| 136,085 |
|
|
| 8,172 |
|
|
| 229,272 |
|
|
| 164,712 |
|
|
| 180,319 |
|
|
| 8,172 |
|
|
| 353,203 |
|
Operating income | $ | 3,399 |
|
| $ | 3,746 |
|
| $ | 826 |
|
| $ | 7,971 |
|
| $ | 6,640 |
|
| $ | 4,938 |
|
| $ | 826 |
|
| $ | 12,404 |
|
Fuel gallons sold |
| 19,387 |
|
|
| 30,165 |
|
|
| 1,714 |
|
|
| 51,266 |
|
|
| 37,278 |
|
|
| 40,057 |
|
|
| 1,714 |
|
|
| 79,049 |
|
Merchandise |
| 5,444 |
|
|
| 12,192 |
|
|
| 919 |
|
|
| 18,555 |
|
|
| 9,760 |
|
|
| 16,198 |
|
|
| 919 |
|
|
| 26,877 |
|
Merchandise margin 5 |
| 34.8 | % |
|
| 31.0 | % |
|
| 32.3 | % |
|
|
|
|
| 33.5 | % |
|
| 31.0 | % |
|
| 32.3 | % |
|
|
|
1 Pride Acquisition.
2 Includes only the retail stores acquired in the TEG Acquisition.
3 Includes only the retail stores acquired in the WTG Acquisition.
4 Calculated as merchandise revenue less merchandise costs.
5 Calculated as merchandise contribution divided by merchandise revenue.
Three Months Ended March 31, 2021June 30, 2023 versus Three Months Ended March 31, 2020June 30, 2022
Retail Revenues
For the three months ended March 31, 2021,June 30, 2023, fuel revenue increaseddecreased by $43.4$102.5 million, or 8.1%9.2%, compared to the firstsecond quarter of 2020.2022. The Empire Acquisition contributed an additional 27.2 million gallons sold, or approximately $71.5 million in fuel revenue. The increasedecrease in fuel revenue was also attributable to a $0.28$0.95 per gallon increasedecrease in the average retail price of fuel in the firstsecond quarter of 20212023 as compared to the comparable periodsecond quarter of 2022, primarily due to market factors, as well as a decrease in 2020. However, gallons sold at same stores. For the second quarter of 2023, gallons at same stores were down, primarily due to the COVID-19 pandemic,decreased approximately 13.8%2.6%, or 31.76.4 million gallons. Partially offsetting these decreases, the 2023 Acquisitions and the Pride Acquisition contributed 51.3 million gallons which was a decrease of 12.8% when the first quarter of 2020 (to eliminate the effect of the 2020 leap year) was adjusted to be based on 90 days. Additionally,sold, or $176.6 million in fuel revenue. Underperforming retail stores, which were closed or converted to dealers over the last 12 months in order to optimize profitability, also negatively impacted gallons sold.sold during the second quarter of 2023.
For the three months ended March 31, 2021,June 30, 2023, merchandise revenue increased by $35.6$52.8 million, or 11.0%12.2%, compared to the firstsecond quarter of 2020.2022. The Empire2023 Acquisitions and the Pride Acquisition contributed an additional $23approximately $57.9 million of merchandise revenue. Same store merchandise sales increased $19.0$3.0 million, or 6.0%0.7%, for the firstsecond quarter of 20212023 compared to the firstsecond quarter of 2020, which was an increase of 7.2% when the first quarter of 2020 (which was a leap year) was adjusted to be based on 90 days.2022. Same store merchandise sales increased primarily due to higher grocery,revenue from the Company’s six core destination categories (packaged beverages, candy, salty snacks, packaged beverages,sweet snacks, alternative snacks and beer), other tobacco products cigarettes and beerfranchises as a result of marketing initiatives, including expanded category assortments, new franchise food offerings and wineinvestments in coolers and freezers, which was partially offset by lower revenue from benefits of planogram initiatives and fact-based data to react to changing consumer needs.cigarettes. In addition, 2021 benefited from an overall increase in
28
the consumer market basket and consumer demand shifting from other retail channels to convenience stores. Offsetting these increasesthere was a decrease in merchandise revenue from underperforming retail stores that were closed or converted to dealer-owned sites.dealers.
For the three months ended March 31, 2021,June 30, 2023, other revenues, net increased by $5.3$2.3 million, or 45.1%14.0%, compared to the firstsecond quarter of 20202022, primarily related to additional income from the Empire2023 Acquisitions and the Pride Acquisition higherand greater lottery commissions and temporary allowances for gaming machines in Virginia.commissions.
Retail Operating Income
For the three months ended March 31, 2021,June 30, 2023, fuel margin increased compared to the same period in 2020 primarily related to incremental2022. Incremental fuel profit from the Empire2023 Acquisitions and the Pride Acquisition of approximately $10.5$19.0 million which(excluding intercompany charges by GPMP) was slightlypartially offset by a slight decrease in same store fuel profit of $0.1$5.2 million (excluding intercompany charges by GPMP). Fuel margin
34
per gallon at same stores for the second quarter of 2023 decreased to 40.3 cents per gallon from 41.4 cents per gallon for the second quarter of 2022 primarily due historically high fuel margins in 2022 principally as a result of the volatile market for gasoline and diesel fuel. A decrease in fuel profit related to underperforming retail stores that were closed or converted to dealers decreased fuel profit compared to the second quarter of 2022.
For the three months ended June 30, 2023, merchandise contribution increased $23.3 million, or 17.7%, compared to the same period in 2022, and merchandise margin increased to 31.9% as compared to 30.4% in the prior period. The increase was due to $18.6 million in merchandise contribution from the 2023 Acquisitions and the Pride Acquisition and an increase in merchandise contribution at same stores of $6.5 million. Merchandise contribution at same stores increased in the second quarter of 2023 primarily due to higher contribution from the Company’s six core destination categories and franchises. Merchandise margin at same stores was 31.9% in the second quarter of 2023 compared to 30.6% in the second quarter of 2022.
For the three months ended June 30, 2023, store operating expenses increased $29.5 million, or 17.5%, compared to the three months ended June 30, 2022 primarily due to $29.8 million of expenses related to the 2023 Acquisitions and the Pride Acquisition and an increase of $3.2 million in expenses at same stores, mainly driven by approximately $4.2 million, or 6.5%, of higher personnel costs. The increase in store operating expenses was partially offset by underperforming retail stores that were closed or converted to dealers.
Six Months Ended June 30, 2023 versus Six Months Ended June 30, 2022
Retail Revenues
For the six months ended June 30, 2023, fuel revenue decreased by $113.7 million, or 5.8%, compared to the first half of 2022. The decrease in fuel revenue was attributable to a $0.57 per gallon decrease in the average retail price of fuel in the first half of 2023 as compared to the first half of 2022, primarily due to market factors, as well as a decrease in gallons sold at same stores. For the first half of 2023, gallons at same stores decreased approximately 4.2%, or 20.0 million gallons. Offsetting these decreases, the 2023 Acquisitions and the Pride Acquisition contributed 79.0 million gallons sold, or $276.7 million in fuel revenue. Underperforming retail stores, which were closed or converted to dealers over the last 12 months in order to optimize profitability, also negatively impacted gallons sold during the first half of 2023.
For the six months ended June 30, 2023, merchandise revenue increased by $86.1 million, or 10.8%, compared to the first half of 2022. The 2023 Acquisitions and the Pride Acquisition contributed approximately $84.3 million of merchandise revenue. Same store merchandise sales increased $16.7 million, or 2.1%, for the first half of 2023 compared to the first half of 2022. Same store merchandise sales increased primarily due to higher revenue from the Company’s six core destination categories, 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. In addition, there was a decrease in merchandise revenue from underperforming retail stores that were closed or converted to dealers.
For the six months ended June 30, 2023, other revenues, net increased by $4.6 million, or 13.8%, compared to the first half of 2022, primarily related to additional income from the 2023 Acquisitions, the Pride Acquisition and greater lottery commissions.
Retail Operating Income
For the six months ended June 30, 2023, fuel margin increased compared to the same period in 2022. Incremental fuel profit from the 2023 Acquisitions and the Pride Acquisition of approximately $29.7 million (excluding intercompany charges by GPMP) was partially offset by a decrease in same store fuel profit of $15.9 million (excluding intercompany charges by GPMP). Fuel margin per gallon at same stores for 2021 was significantly higher at 31.2the first half of 2023 decreased to 37.8 cents per gallon as compared to 26.9from 39.5 cents per gallon for 2020,the first half of 2022 primarily due to less competitive pressure onhistorically high fuel retail prices due to reductionsmargins in 2022 principally as a result of the volatile market for gasoline and diesel fuel, with the first quarter of 2022 particularly impacted by the war in Ukraine, which significantly affected market conditions and resulted in substantially higher fuel margins. A decrease in fuel volume, which allowed for margin expansion.profit related to underperforming retail stores that were closed or converted to dealers also partially offset the increase in fuel profit compared to the first half of 2022.
For the threesix months ended March 31, 2021,June 30, 2023, merchandise contribution increased $13.9$38.1 million, or 16.5%15.9%, compared to the same period in 20202022, and merchandise margin increased to 27.4%31.4% as compared to 26.1%30.0% in the prior period. The increase was due to $6.8$26.9 million in incremental merchandise contribution from the Empire2023 Acquisitions and the Pride Acquisition and an increase in merchandise contribution at same stores of $8.2$14.6 million. Merchandise contribution at same stores increased in 2021the first half of 2023 primarily due to a shift in product mix with a lower reliance on cigarettes and higher contribution from packaged beveragesthe Company’s six core destination categories and other center-store items. The first quarter of 2020 was negatively impacted by a change in sales mix which began in March 2020 as consumers pantry loaded lower margin items due to the COVID-19 pandemic.franchises. Merchandise margin at same stores was 27.2%31.3% in the first quarterhalf of 20212023 compared to 26.2%30.1% in the first quarterhalf of 2020.2022.
For the threesix months ended March 31, 2021,June 30, 2023, store operating expenses increased $10.3$48.4 million, or 8.2%14.9%, compared to the threesix months ended March 31, 2020June 30, 2022 primarily due to incremental$44.8 million of expenses related to the Empire2023 Acquisitions and the Pride Acquisition and a slight
35
an increase of $9.2 million in expenses at same stores. Storestores, including approximately $10.3 million or 8.0%, of higher personnel costs. The increase in store operating expenses were also reduced fromwas partially offset by underperforming retail stores that were closed or converted to dealer-owned sites.dealers.
Wholesale Segment
The table below shows the results of the Wholesalewholesale segment for the three and six months ended March 31, 2021June 30, 2023 and 2020,2022, together with certain key metrics for the segment.
|
| For the three months ended March 31, |
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| |||||||||||
Revenues: |
| (in thousands) |
|
| (in thousands) |
| |||||||||||||||||||||||
Fuel revenue |
| $ | 525,488 |
|
| $ | 28,938 |
|
| $ | 811,139 |
|
| $ | 966,434 |
|
| $ | 1,495,987 |
|
| $ | 1,694,131 |
| |||||
Other revenues, net |
|
| 4,939 |
|
|
| 1,283 |
|
|
| 6,110 |
|
|
| 5,733 |
|
|
| 12,601 |
|
|
| 11,455 |
| |||||
Total revenues |
| 530,427 |
| 30,221 |
|
|
| 817,249 |
|
|
| 972,167 |
|
|
| 1,508,588 |
|
|
| 1,705,586 |
| ||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Fuel costs |
| 518,929 |
| 28,017 |
|
|
| 800,286 |
|
|
| 951,779 |
|
|
| 1,474,977 |
|
|
| 1,667,282 |
| ||||||||
Store operating expenses |
|
| 9,190 |
|
|
| 1,926 |
|
|
| 10,196 |
|
|
| 10,602 |
|
|
| 19,294 |
|
|
| 21,105 |
| |||||
Total operating expenses |
|
| 528,119 |
|
|
| 29,943 |
|
|
| 810,482 |
|
|
| 962,381 |
|
|
| 1,494,271 |
|
|
| 1,688,387 |
| |||||
Operating income |
| $ | 2,308 |
|
| $ | 278 |
|
| $ | 6,767 |
|
| $ | 9,786 |
|
| $ | 14,317 |
|
| $ | 17,199 |
| |||||
Fuel gallons sold – non-consignment agent locations |
| 183,645 |
| 7,527 |
| ||||||||||||||||||||||||
Fuel gallons sold – fuel supply locations |
|
| 213,136 |
|
|
| 193,164 |
|
|
| 395,563 |
|
|
| 374,105 |
| |||||||||||||
Fuel gallons sold – consignment agent locations |
| 37,911 |
| 5,589 |
|
|
| 44,534 |
|
|
| 37,996 |
|
|
| 82,496 |
|
|
| 73,993 |
| ||||||||
Fuel margin, cents per gallon1 – non-consignment agent locations |
| 5.1 |
| 6.0 |
| ||||||||||||||||||||||||
Fuel margin, cents per gallon1 – fuel supply locations |
|
| 5.9 |
|
|
| 7.2 |
|
|
| 6.0 |
|
|
| 7.1 |
| |||||||||||||
Fuel margin, cents per gallon1 – consignment agent locations |
| 21.9 |
|
| 19.1 |
|
|
| 25.3 |
|
|
| 32.3 |
|
|
| 25.8 |
|
|
| 30.7 |
|
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 comparable information for the prior periods.
| For the Three Months Ended June 30, 2023 |
|
| For the Six Months Ended June 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 | $ | 19,564 |
|
| $ | 93,660 |
|
| $ | 648 |
|
| $ | 113,872 |
|
| $ | 37,327 |
|
| $ | 122,054 |
|
| $ | 648 |
|
| $ | 160,029 |
|
Other revenues, net |
| 310 |
|
|
| 667 |
|
|
| 1 |
|
|
| 978 |
|
|
| 588 |
|
|
| 854 |
|
|
| 1 |
|
|
| 1,443 |
|
Total revenues |
| 19,874 |
|
|
| 94,327 |
|
|
| 649 |
|
|
| 114,850 |
|
|
| 37,915 |
|
|
| 122,908 |
|
|
| 649 |
|
|
| 161,472 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Fuel costs |
| 18,912 |
|
|
| 92,267 |
|
|
| 622 |
|
|
| 111,801 |
|
|
| 36,064 |
|
|
| 119,779 |
|
|
| 622 |
|
|
| 156,465 |
|
Store operating |
| 488 |
|
|
| 850 |
|
|
| 17 |
|
|
| 1,355 |
|
|
| 937 |
|
|
| 1,094 |
|
|
| 17 |
|
|
| 2,048 |
|
Total operating |
| 19,400 |
|
|
| 93,117 |
|
|
| 639 |
|
|
| 113,156 |
|
|
| 37,001 |
|
|
| 120,873 |
|
|
| 639 |
|
|
| 158,513 |
|
Operating income | $ | 474 |
|
| $ | 1,210 |
|
| $ | 10 |
|
| $ | 1,694 |
|
| $ | 914 |
|
| $ | 2,035 |
|
| $ | 10 |
|
| $ | 2,959 |
|
Fuel gallons sold |
| 5,936 |
|
|
| 35,508 |
|
|
| 218 |
|
|
| 41,662 |
|
|
| 11,443 |
|
|
| 45,987 |
|
|
| 218 |
|
|
| 57,648 |
|
1 Quarles Acquisition; 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.
Three Months Ended March 31, 2021June 30, 2023 versus Three Months Ended March 31, 2020June 30, 2022
Wholesale Revenues
For the three months ended March 31, 2021,June 30, 2023, fuel revenue increaseddecreased by $496.6$155.3 million, or 16.1%, compared to the firstsecond quarter of 2020,2022, of which approximately $413.2 million of the increasemajority was attributable to non-consignment agentfuel supply locations. Wholesale gallons sold increasedrevenues were negatively impacted by 208.4 million duea decrease in the average price of fuel in the second quarter of 2023 as compared to an incremental 207.2 million gallons from the Empire Acquisitionsecond quarter of 2022, which resulted in approximatelywas partially offset by an
2936
$488.4 million of incremental fuel revenues. Wholesale revenues also benefited from an11.5% increase in gallons sold. Of total gallons sold, the average price of fuel in 2021 as compared to 2020. 2023 Acquisitions and the Quarles Acquisition contributed approximately 41.7 million, which were offset by lower volumes at legacy wholesale sites.
Wholesale Operating Income
For the three months ended March 31, 2021,June 30, 2023, fuel contribution increaseddecreased approximately $16.2$2.5 million (excluding intercompany charges by GPMP) with the Empire Acquisition accounting for approximately $16.0. Approximately $5.4 million of the increase. Althoughtotal fuel contribution at non-consignment agentwas attributable to the 2023 Acquisitions and the Quarles Acquisition. At fuel supply locations, increasedfuel contribution decreased by $8.9$1.5 million (excluding intercompany charges by GPMP), and fuel margin decreased overfor the firstsecond quarter of 20202023 as compared to the second quarter of 2022, 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 mixcontribution from the 2023 Acquisitions and the Quarles Acquisition. At consignment agent locations, fuel contribution decreased $1.0 million (excluding intercompany charges by GPMP), and fuel margin also decreased for the second quarter of wholesale fuel supply contracts acquired in the Empire Acquisition which tend to be priced with lower margins2023 as compared to our existing wholesalethe second quarter of 2022, 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 the 2023 Acquisitions and the Quarles Acquisition.
For the three months ended June 30, 2023, store operating expenses decreased $0.4 million compared to the three months ended June 30, 2022.
Six Months Ended June 30, 2023 versus Six Months Ended June 30, 2022
Wholesale Revenues
For the six months ended June 30, 2023, fuel revenue decreased by $198.1 million, or 11.7%, compared to the first half of 2022, of which the majority was attributable to fuel supply contracts. Fuellocations. Wholesale revenues were negatively impacted by a decrease in the average price of fuel in the first half of 2023 as compared to the first half of 2022, which was partially offset by a 6.7% increase in gallons sold. Of total gallons sold, the 2023 Acquisitions and the Quarles Acquisition contributed approximately 57.6 million, which were offset by lower volumes at legacy wholesale sites.
Wholesale Operating Income
For the six months ended June 30, 2023, fuel contribution decreased approximately $4.3 million (excluding intercompany charges by GPMP). Approximately $7.7 million of total fuel contribution was attributable to the 2023 Acquisitions and the Quarles Acquisition. At fuel supply locations, fuel contribution decreased by $2.9 million (excluding intercompany charges by GPMP), and fuel margin decreased for the first half of 2023 as compared to the first half of 2022, 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 the 2023 Acquisitions and the Quarles Acquisition. At consignment agent locations, increased $7.3fuel contribution decreased $1.4 million (excluding intercompany charges by GPMP) and fuel margin increased over 2020also decreased for the first half of 2023 as compared to the first half of 2022, 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 the 2023 Acquisitions and the Quarles Acquisition.
For the six months ended June 30, 2023, store operating expenses decreased $1.8 million compared to the six months ended June 30, 2022.
37
Fleet Fueling Segment
The table below shows the results of the fleet fueling segment for the three and six months ended June 30, 2023, together with certain key metrics for the segment. Because we added the fleet fueling segment only upon consummation of the Quarles Acquisition in July 2022, there are no comparable period results for three and six months ended June 30, 2022.
|
| For the Three Months |
|
| For the Six Months |
| ||
|
| 2023 |
|
| 2023 |
| ||
Revenues: |
| (in thousands) |
| |||||
Fuel revenue |
| $ | 121,146 |
|
| $ | 248,640 |
|
Other revenues, net |
|
| 1,676 |
|
|
| 2,627 |
|
Total revenues |
|
| 122,822 |
|
|
| 251,267 |
|
Operating expenses: |
|
|
|
|
|
| ||
Fuel costs |
|
| 108,435 |
|
|
| 223,666 |
|
Store operating expenses |
|
| 5,043 |
|
|
| 9,833 |
|
Total operating expenses |
|
| 113,478 |
|
|
| 233,499 |
|
Operating income |
| $ | 9,344 |
|
| $ | 17,768 |
|
Fuel gallons sold – proprietary cardlock locations |
|
| 32,417 |
|
|
| 63,433 |
|
Fuel gallons sold – third-party cardlock locations |
|
| 2,036 |
|
|
| 3,646 |
|
Fuel margin, cents per gallon1 – proprietary cardlock locations |
|
| 43.9 |
|
|
| 44.2 |
|
Fuel margin, cents per gallon1 – third-party cardlock locations |
|
| 7.7 |
|
|
| 4.9 |
|
1 Calculated as fuel revenue less competitive pressure on fuel retail prices duecosts divided by fuel gallons sold; excludes the estimated fixed fee charged by GPMP to reductionssites in fuel volume which allowedthe 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 comparable information for margin expansion.the prior periods.
| For the Three Months Ended June 30, 2023 |
|
| For the Six Months Ended June 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 | $ | 115,986 |
|
| $ | 5,160 |
|
| $ | 121,146 |
|
| $ | 243,480 |
|
| $ | 5,160 |
|
| $ | 248,640 |
|
Other revenues, net |
| 1,640 |
|
|
| 36 |
|
|
| 1,676 |
|
|
| 2,591 |
|
|
| 36 |
|
|
| 2,627 |
|
Total revenues |
| 117,626 |
|
|
| 5,196 |
|
|
| 122,822 |
|
|
| 246,071 |
|
|
| 5,196 |
|
|
| 251,267 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Fuel costs |
| 104,063 |
|
|
| 4,372 |
|
|
| 108,435 |
|
|
| 219,294 |
|
|
| 4,372 |
|
|
| 223,666 |
|
Store operating expenses |
| 4,915 |
|
|
| 128 |
|
|
| 5,043 |
|
|
| 9,705 |
|
|
| 128 |
|
|
| 9,833 |
|
Total operating expenses |
| 108,978 |
|
|
| 4,500 |
|
|
| 113,478 |
|
|
| 228,999 |
|
|
| 4,500 |
|
|
| 233,499 |
|
Operating income | $ | 8,648 |
|
| $ | 696 |
|
| $ | 9,344 |
|
| $ | 17,072 |
|
| $ | 696 |
|
| $ | 17,768 |
|
Fuel gallons sold |
| 32,988 |
|
|
| 1,465 |
|
|
| 34,453 |
|
|
| 65,614 |
|
|
| 1,465 |
|
|
| 67,079 |
|
1 Includes only the fleet fueling business acquired in the Quarles Acquisition.
2 Includes only the fleet fueling business acquired in the WTG Acquisition.
Three Months Ended June 30, 2023
Fleet Fueling Revenues
For the three months ended March 31, 2021, store operating expenses increased $7.3 million compared toJune 30, 2023, fuel revenue was primarily driven by the average price of diesel fuel in the second quarter of 2023.
Fleet Fueling Operating Income
For the three months ended March 31, 2020June 30, 2023, fuel contribution was approximately $14.4 million (excluding intercompany charges by GPMP).
38
Six Months Ended June 30, 2023
Fleet Fueling Revenues
For the six months ended June 30, 2023, fuel revenue was primarily due todriven by the Empire Acquisition.average price of diesel fuel in the first half of 2023.
Fleet Fueling Operating Income
For the six months ended June 30, 2023, fuel contribution was approximately $28.2 million (excluding intercompany charges by GPMP).
GPMP Segment
The table below shows the results of the GPMP segment for the three and six months ended March 31, 2021June 30, 2023 and 2020,2022, together with certain key metrics for the segment.
|
| For the three months ended March 31, |
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| |||||||||||
Revenues: |
| (in thousands) |
|
| (in thousands) |
| |||||||||||||||||||||||
Fuel revenue - inter-segment |
| $ | 819,467 |
| $ | 379,125 |
|
| $ | 1,364,041 |
|
| $ | 1,738,243 |
|
| $ | 2,504,106 |
|
| $ | 3,013,964 |
| ||||||
Fuel revenue - external customers |
| 1,155 |
| 1,217 |
|
|
| 1,057 |
|
|
| 1,571 |
|
|
| 1,798 |
|
|
| 2,733 |
| ||||||||
Other revenues, net |
|
| 255 |
|
|
| 215 |
|
|
| 277 |
|
|
| 258 |
|
|
| 447 |
|
|
| 512 |
| |||||
Other revenues, net - inter-segment |
|
| 2,745 |
|
|
| — |
|
|
| 5,302 |
|
|
| — |
| |||||||||||||
Total revenues |
| 820,877 |
| 380,557 |
|
|
| 1,368,120 |
|
|
| 1,740,072 |
|
|
| 2,511,653 |
|
|
| 3,017,209 |
| ||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Fuel costs |
| 798,200 |
| 369,160 |
|
|
| 1,338,489 |
|
|
| 1,715,672 |
|
|
| 2,456,786 |
|
|
| 2,969,654 |
| ||||||||
General and administrative expenses |
| 711 |
| 768 |
|
|
| 781 |
|
|
| 759 |
|
|
| 1,553 |
|
|
| 1,465 |
| ||||||||
Depreciation and amortization |
|
| 1,843 |
|
|
| 1,843 |
|
|
| 1,842 |
|
|
| 1,842 |
|
|
| 3,684 |
|
|
| 3,684 |
| |||||
Total operating expenses |
|
| 800,754 |
|
|
| 371,771 |
|
|
| 1,341,112 |
|
|
| 1,718,273 |
|
|
| 2,462,023 |
|
|
| 2,974,803 |
| |||||
Operating income |
| $ | 20,123 |
|
| $ | 8,786 |
|
| $ | 27,008 |
|
| $ | 21,799 |
|
| $ | 49,630 |
|
| $ | 42,406 |
| |||||
Fuel gallons sold - inter-segment |
| 448,027 |
| 248,238 |
|
|
| 532,050 |
|
|
| 481,794 |
|
|
| 982,269 |
|
|
| 939,467 |
| ||||||||
Fuel gallons sold - external customers |
| 647 |
| 768 |
|
|
| 397 |
|
|
| 431 |
|
|
| 680 |
|
|
| 827 |
| ||||||||
Fuel margin, cents per gallon1 |
| 5.0 |
| 4.5 |
|
|
| 5.0 |
|
|
| 5.0 |
|
|
| 5.0 |
|
|
| 5.0 |
|
1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.
Three Months Ended March 31, 2021June 30, 2023 versus Three Months Ended March 31, 2020June 30, 2022
GPMP Revenues
For the three months ended March 31, 2021,June 30, 2023, fuel revenue increaseddecreased by $440.3$374.7 million compared to the firstsecond quarter of 2020.2022. The increasedecrease in fuel revenue was attributable to a decrease in the average price of fuel, which was partially offset by an increase in gallons sold and an increase in average priceas compared to the firstsecond quarter of 2020.2022.
For the three months ended March 31, 2021June 30, 2023 and 2020,2022, other revenues, net were each $0.3 million and $0.2primarily related to rental income from certain sites leased to dealers. Inter-segment other revenues, net related to the fixed fee primarily charged to sites in the fleet fueling segment (currently 5.0 cents per gallon sold), which began in July 2022.
GPMP Operating Income
Fuel margin increased by $2.5 million for the second quarter of 2023, as compared to the second quarter of 2022, primarily due to greater gallons sold to the retail and wholesale segments at a fixed margin.
For the three months ended June 30, 2023, total general, administrative, depreciation and amortization expenses were similar with those in the comparable prior year period.
39
Six Months Ended June 30, 2023 versus Six Months Ended June 30, 2022
GPMP Revenues
For the six months ended June 30, 2023, fuel revenue decreased by $510.8 million compared to the first half of 2022. The decrease in fuel revenue was attributable to a decrease in the average price of fuel, which was partially offset by an increase in gallons sold as compared to the first half of 2022.
For the six months ended June 30, 2023 and 2022, other revenues, net were $0.4 million and $0.5 million, respectively, and primarily related to rental income from certain sites leased to independent dealers. Inter-segment other revenues, net related to the fixed fee primarily charged to sites in the fleet fueling segment (currently 5.0 cents per gallon sold), which began in July 2022.
GPMP Operating Income
Fuel margin increased by $11.2$2.1 million for the first quarterhalf of 2021,2023, as compared to the first quarterhalf of 2020,2022, primarily due to additionalgreater gallons sold to the retail and wholesale segments at a fixed margin, which increased from 4.5 cents per gallon to 5.0 cents per gallon in the fourth quarter of 2020.margin.
For the threesix months ended March 31, 2021,June 30, 2023, total general, administrative, depreciation and amortization expenses were consistentsimilar with those in the comparable prior year period.
30
Use of Non-GAAP Measures
We disclose non-GAAPcertain measures on a “same store basis,” which excludeis 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 hashad a full quarter of activity in the prior year. We believe that this information provides greater comparability regarding our ongoing operating performance. These measuresNeither this measure nor those described below should not be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“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. NoneEach of EBITDA orand Adjusted EBITDA are presented in accordance with GAAP and areis a non-GAAP financial measures.measure.
We use EBITDA and Adjusted EBITDA 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 and Adjusted EBITDA 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 and Adjusted EBITDA 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 and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income (loss), cash flows from operating activities, or any other income or cash flow statement data.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 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 store measures, EBITDA and Adjusted EBITDA, 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.
40
The following table contains a reconciliation of net lossincome to EBITDA and Adjusted EBITDA for the three and six months ended March 31, 2021June 30, 2023 and 2020.2022.
|
| For the three months ended |
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| |||||||||||
|
| (in thousands) |
|
| (in thousands) |
| |||||||||||||||||||||||
Net loss |
| $ | (14,662 | ) |
| $ | (12,857 | ) | |||||||||||||||||||||
Net income |
| $ | 14,479 |
|
| $ | 31,806 |
|
| $ | 11,952 |
|
| $ | 34,124 |
| |||||||||||||
Interest and other financing expenses, net |
|
| 28,617 |
| 6,651 |
|
|
| 20,160 |
|
|
| 7,339 |
|
|
| 33,762 |
|
|
| 23,314 |
| |||||||
Income tax benefit |
| (722 | ) |
| (2,011 | ) | |||||||||||||||||||||||
Income tax expense |
|
| 5,014 |
|
|
| 9,157 |
|
|
| 2,856 |
|
|
| 10,162 |
| |||||||||||||
Depreciation and amortization |
|
| 24,242 |
|
|
| 17,071 |
|
|
| 32,837 |
|
|
| 24,353 |
|
|
| 61,236 |
|
|
| 48,989 |
| |||||
EBITDA |
| 37,475 |
| 8,854 |
|
|
| 72,490 |
|
|
| 72,655 |
|
|
| 109,806 |
|
|
| 116,589 |
| ||||||||
Non-cash rent expense (a) |
| 1,771 |
| 1,801 |
|
|
| 3,760 |
|
|
| 1,791 |
|
|
| 6,558 |
|
|
| 3,737 |
| ||||||||
Acquisition costs (b) |
| 611 |
| 1,500 |
|
|
| 3,277 |
|
|
| 823 |
|
|
| 6,853 |
|
|
| 1,504 |
| ||||||||
Loss on disposal of assets and impairment charges (c) |
| 1,375 |
| 3,382 |
|
|
| 2,991 |
|
|
| 1,207 |
|
|
| 3,278 |
|
|
| 1,971 |
| ||||||||
Share-based compensation expense (d) |
|
| 1,026 |
| 127 |
|
|
| 4,555 |
|
|
| 3,108 |
|
|
| 8,624 |
|
|
| 5,882 |
| |||||||
Loss from equity investment (e) |
| 6 |
| 233 |
| ||||||||||||||||||||||||
Fuel taxes paid in arrears (f) |
| — |
| 1,050 |
| ||||||||||||||||||||||||
Loss (income) from equity investment (e) |
|
| 27 |
|
|
| (28 | ) |
|
| 63 |
|
|
| (37 | ) | |||||||||||||
Adjustment to contingent consideration (f) |
|
| (922 | ) |
|
| (526 | ) |
|
| (1,624 | ) |
|
| (526 | ) | |||||||||||||
Other (g) |
|
| 39 |
|
|
| (13 | ) |
|
| 64 |
|
|
| 15 |
|
|
| 168 |
|
|
| 33 |
| |||||
Adjusted EBITDA |
| $ | 42,303 |
|
| $ | 16,934 |
|
| $ | 86,242 |
|
| $ | 79,045 |
|
| $ | 133,726 |
|
| $ | 129,153 |
|
31
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations, availability under our credit facilities and our cash balances. Our principal liquidity requirements are forthe financing of current operations, funding capital expenditures, including acquisitions, and servicing debt. We finance our inventory purchases primarily from customary trade credit aided by relatively rapid inventory turnover, as well as cash generated from operations. ThisRapid inventory turnover allows us to conduct operations without the need for large amounts of cash and working capital. We largely rely on internally generated cash flows borrowings and equity contributions,borrowings, which we believe are sufficient to meet our liquidity needs for the foreseeable future.
Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, as well as the cost of acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions, or other events may cause us to seek additional debt or equity financing in future periods. Additional debt financing could impose increased cash payment obligations, as well as covenants that may restrict our operations. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.
In 2020, we entered into a financing agreement with Ares Capital Management (“Ares”), which allowed us to repay our outstanding long-term debt with PNC Bank, National Association (“PNC”), and allowed us to obtain additional financing, which we used to finance acquisitions. Additionally, the Ares financing agreement has a 1% annual amortization, which aids liquidity by limiting the capital required annually to repay this debt.
In October 2020, in connection with the Empire Acquisition, we increased the availability under our Capital One Line41
As of March 31, 2021,June 30, 2023, we were in a strong liquidity position of approximately $457$822 million, with $205consisting of approximately $220 million of cash including proceeds from the Merger Transaction, the issuance of preferred stock and cash generated from our operations,equivalents and $31.8 million of restricted investments as well as approximately $220$602 million of availability under our lines of credit, notwithstanding our full cash redemption of our Bonds (Series C) on March 30, 2021. Additionally, thiscredit. This liquidity position currently provides us with adequate funding to satisfy our other contractual and other obligations out offrom our outstandingexisting cash balances. As of March 31, 2021,June 30, 2023, we had no outstanding borrowings under our line$140 million PNC Line of credit with PNC Bank and theCredit (as defined below), $7.7 million of unused availability under the M&T equipment line of credit, described below, and $461.2 million of unused availability under our $800 million Capital One Line of Credit was $101(as defined below), which may increase to $1.0 billion, subject to obtaining additional financing commitments from current lenders or other banks, and subject to certain other terms.
The Board declared, and the Company paid, dividends of $0.03 per share of common stock on both March 21, 2023 and June 1, 2023, totaling approximately $7.2 million. Additionally, the Board 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. The amount and timing of dividends payable on our common stock are within the sole discretion of our Board, which will evaluate dividend payments within the context of our overall capital allocation strategy on an ongoing basis, giving consideration to our current and forecast earnings, financial condition, cash requirements and other factors. There can be no assurance that we will continue to pay such dividends or the amounts of such dividends.
In May 2023, we announced that our Board authorized an increase to our share repurchase program from $50.0 million to up to an aggregate of $100.0 million of our outstanding shares of common stock. During the six months ended June 30, 2023, we repurchased approximately 1.6 million shares of common stock under the repurchase program for approximately $11.9 million, or an average share price of $7.57. The share repurchase program does not have a stated expiration date. Whether and the extent to which we repurchase shares depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors management may deem relevant. The timing, volume, and nature of repurchases are subject to market conditions, applicable securities laws, and other factors, and the program may be amended, suspended or discontinued at any time. Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c)of the Exchange Act, privately negotiated transactions, pursuant to accelerated share repurchase agreements entered into with one or more counterparties, or otherwise.
To date, we have funded capital expenditures primarily through funds generated from operations, funds received from vendors, sale-leaseback transactions, the issuance of debt, and existing cash. Future capital required to finance operations, acquisitions, and razeraze-and-rebuild, functionally and fully remodel and update stores is expected to come from cash on hand, cash generated by operations, availability under lines of credit, and additional long-term debt and equipment leases, as circumstances may dictate. In both the future,short-term and long-term, we currently expect that our capital spending program will be primarily focused on expanding our store base through acquisitions, razingrazing-and-rebuilding, remodeling and remodelingupdating stores, and maintaining our owned properties and equipment, including upgrading all fuel dispensers to be EMV-compliant. The estimated gross costWe expect to spend a total of these upgradesapproximately $8 million in 2021 is approximately $30 million, of which a portion will be offset bythe current year to upgrade substantially all our fuel supplier incentive programs, and the remainder is expecteddispensers to be financed with leasing companies.EMV-compliant. We do not expect such capital needs to adversely affect liquidity.
Cash Flows for the Three Month PeriodsSix Months Ended March 31, 2021June 30, 2023 and 20202022
Net cash provided by (used in) operating activities, investing activities and financing activities for the periods presentedsix months ended June 30, 2023 and 2022 were as follows:
|
| For the Six Months Ended June 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
| (in thousands) |
| |||||
Net cash provided by (used in): |
|
|
|
|
|
| ||
Operating activities |
| $ | 45,986 |
|
| $ | 72,162 |
|
Investing activities |
|
| (235,224 | ) |
|
| (22,602 | ) |
Financing activities |
|
| 107,768 |
|
|
| (59,381 | ) |
Effect of exchange rates |
|
| (21 | ) |
|
| (121 | ) |
Total |
| $ | (81,491 | ) |
| $ | (9,942 | ) |
32
|
| For the three months ended March 31, |
| ||||||||||
|
| 2021 |
|
| 2020 |
| |||||||
|
| (in thousands) |
| ||||||||||
Net cash provided by (used in): |
|
|
|
|
|
| |||||||
Operating activities |
| $ | 11,276 |
|
| $ | 23,912 |
| |||||
Investing activities |
|
| (16,645 | ) |
|
| (12,541 | ) | |||||
Financing activities |
|
| (83,143 | ) |
|
| 85,917 |
| |||||
Effect of exchange rates |
|
| (1,462 | ) |
|
| (1,306 | ) | |||||
Total |
| $ | (89,974 | ) |
| $ | 95,982 |
|
Operating Activities
Cash flows provided by operations are our main source of liquidity. We have historically relied primarily on cash provided by operating activities, supplemented as necessary from time to time by borrowings on our credit facilities and other debt or equity transactions to finance our operations and to fund our capital expenditures. Cash flow provided by operating activities is primarily impacted by our net income and changes in working capital.
42
For the threesix months ended March 31, 2021,June 30, 2023, cash flows provided by operating activities was $11.3were $46.0 million compared to $23.9$72.2 million for the first quarter of 2020.six months ended June 30, 2022. The 2021 decrease was primarily the result of $10.3approximately $6.5 million of higher net interest payments, including approximately $5.2$15.6 million related to the early redemption of the Bonds (Series C),higher net tax payments and the payment of approximately $13.6 million of annual incentivesinvestment in working capital associated with the WTG Acquisition, which werewas partially offset by an increase in segment operating income of approximately $32.0 million primarily generated from an increase in fuel margin and merchandise contribution at same stores as well as the Empire Acquisition. The first quarter of 2020 benefited from a temporary change to extend payment terms with key merchandise suppliers which increased prior quarter operating cash flow by approximately $16.0 million.Adjusted EBITDA.
Investing Activities
Cash flows used in investing activities primarily reflect capital expenditures for acquisitions and replacing and maintaining existing facilities and equipment used in the business.
For the threesix months ended March 31, 2021,June 30, 2023, cash used in investing activities increased by $4.1$212.6 million compared to the first quarter of 2020.six months ended June 30, 2022. For the threesix months ended March 31, 2021,June 30, 2023, we spent $17.5$50.0 million for capital expenditures, including purchasing athe purchase of certain fee property. Forproperties, upgrades to fuel dispensers and other investments in our stores. The net consideration paid for the three months ended March 31, 2020, we spent $12.1recent acquisitions was $481.6 million, for capital expenditures.which included $373.0 million paid by Oak Street, reflecting our net cash outflow of $108.6 million.
Financing Activities
Cash flows from financing activities primarily consist of increases and decreases in the principal amount of our linelines of credit and debt, and distributions to non-controlling interests as well asand issuance of common and preferred stock.stock, net of dividends paid and common stock repurchases.
For the threesix months ended March 31, 2021,June 30, 2023, financing activities consisted primarily of net paymentsreceipts of $74.8$63.7 millionfor long-term debt, including$80.4 million of consideration paid by Oak Street related to the early redemption2023 Acquisitions, which transactions with Oak Street were accounted for as sale-leasebacks (see Note 3 to our condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q), payment of $9.8 million for the Bonds (Series C),Ares Put Option, repayments of $2.0$2.9 million for financing leases, $1.6$7.2 million for dividend payments on common stock, $2.9 million for dividend payments on the Series A redeemable preferred stock and $4.7 million of issuance costs related to the Merger Transaction. For the three months ended March 31, 2020, financing activities consisted primarily of net proceeds of $71.1$13.6 million for long-term debt and lines of credit and investment in non-controlling subsidiary of $19.3 million which was offset by repayments of $2.1 million for financing leases and $2.4 million in distributions to non-controlling interests.common stock repurchases.
Credit Facilities and Senior Notes
Ares Credit Agreement
GPM entered into a credit agreement with Ares to provide financing in a total amount of up to $225 million (the “Ares Credit Agreement”): an Initial Term Loan of $162 million, which was drawn on February 28, 2020, and the Delayed Term Loan A of $63 million, which was drawn on October 6, 2020 in order to fund the Empire Acquisition (the “Ares Loan”).Senior Notes
The Ares Loan bears interest, as electedCompany has $450 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”). The Senior Notes are guaranteed, on an unsecured senior basis, by us, at: (a) a rate per annum equalcertain of the Company’s wholly owned domestic subsidiaries (the “Guarantors”). The indenture governing the Senior Notes contains customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) place limitations on distributions from certain subsidiaries, (iv) issue or sell the capital stock of certain subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates, (vii) effect mergers and (viii) incur indebtedness. The Senior Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsubordinated indebtedness and are effectively subordinated to all of the Company’s and the Guarantors’ existing and future secured indebtedness to the Ares alternative base rate (as defined inextent of the Ares Credit Agreement) plus a marginvalue of 3.50%, or (b) LIBOR (subjectthe collateral securing such indebtedness; and are structurally subordinated to a floorany existing and future obligations of 1.0%) plus a marginsubsidiaries of 4.50%. the Company that are not Guarantors.
Financing AgreementsAgreement with PNC
33
GPM and certain subsidiaries have a financing agreementarrangement (as amended, the “PNC Credit Agreement”) with PNC (the “GPM PNC Facility”Bank National Association (“PNC”) to provide term loans as well as a line of credit with an aggregate principal amount of up to $140 million for purposes of financing working capital (the “PNC Line of Credit”). The PNC Credit Line Agreement has an aggregate principal amount of up to $140 million.
The PNC Line of Credit bears interest, as elected by GPM at: (a) LIBORSOFR Adjusted plus Term SOFR (as defined in the agreement) plus a margin of 1.25% to 1.75% or (b) a rate per annum equal to the alternate base rate (as defined in the agreement) plus a margin of 0.5%, which is equal0% to the greatest of (i) the PNC base rate, (ii) the overnight bank funding rate plus 0.5%, and (iii) LIBOR plus 1.0%, subject to the definitions set in the agreement.0.50%. Every quarter, the LIBORSOFR margin rate and the alternate base rate margin rate are updated based on the quarterly average undrawn availability of the line of credit.
The calculation of the availability under the PNC Line of Credit is determined monthly subject to terms and limitations as set forth in the PNC Credit Line Agreement, taking into account the balances of receivables, inventory and letters of credit, among other things. As of March 31, 2021, $6.6June 30, 2023, $7.3 million of letters of credit were outstanding under the GPM PNC Facility.Credit Agreement.
GPMPFinancing Agreements with M&T Bank
43
GPM has a term loanfinancing arrangement with PNCM&T Bank to provide a three-year $20.0 million line of credit for purchases of equipment, which line may be borrowed in the totaltranches, as described below, and an aggregate principal amount of $32.4$35.0 million of a real estate loan (the “GPMP PNC“M&T Term Loan”). As of June 30, 2023, approximately $7.7 million remained available under the line of credit.
Each additional equipment loan tranche will have a three-year term, payable in equal monthly payments of principal plus interest, and will accrue a fixed rate of interest equal to M&T Bank’s three-year cost of funds as of the applicable date of such tranche, plus 3.00%. The GPMP PNCM&T Term Loan bears interest at SOFR Adjusted (as defined in the agreement) plus 3.00%, matures in June 2026 and is secured by U.S. Treasury or other investment grade securities equal to 98%payable in monthly installments based on a fifteen-year amortization schedule, with the balance of the outstanding principal amount of the GPMP PNC Term Loan. loan payable at maturity.
Financing agreement with a syndicate of banks led by Capital One, National Association (“Capital One”)
GPMP has a credit agreement for a revolving credit facility with a syndicate of banks led by Capital One, National Association, (the “Capital One Credit Facility”), in an aggregate principal amount of up to $500$800 million (the “Capital One Line of Credit”). At GPMP’s request, the Capital One Line of Credit can be increased up to $700 million,$1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain terms as detailed in the Capital One Line of Credit. The revolving credit facility matures on May 5, 2028. As of June 30, 2023, approximately $338.3 million was drawn on the Capital One Line of Credit, and approximately $461.2 million was available thereunder.
The Capital One Line of Credit bears interest, as elected by GPMP at: (a) LIBORAdjusted Term SOFR (as defined in the agreement) plus a margin of 2.25% to 3.25% or (b) a rate per annum equal to the alternate base rate (as defined in the agreement) plus a margin of 1.25% to 2.25%, which is equal to the greatest of (i) Capital One’s prime rate, (ii) the one-month LIBOR plus 1.0%, and (iii) the federal funds rate plus 0.5%, subject to the definitions set in the agreement.. The margin is determined according to a formula in the Capital One Line of Credit that depends on GPMP’s leverage. As of March 31, 2021, $0.7June 30, 2023, $0.5 million of letters of credit were outstanding under the Capital One Credit Facility.Line of Credit.
Critical Accounting Policies and Estimates
ThereFor the six months ended June 30, 2023, there were no material changes to our critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 that have had a material impact on our Condensed Consolidated Financial Statementscondensed consolidated financial statements and related notes.
Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk
Commodity Price Risk
We have limited exposure to commodity price risk as a result of the payment and volume-related discounts in certain of our fuel supply contracts with our fuel suppliers, which are based on the market price of motor fuel. We do not engage in any fuel price hedging. Significant increases in fuel prices could result in significant increases in the retail price of fuel and in lower sales to consumers and dealers. When fuel prices rise, some of our dealers may have insufficient credit to purchase fuel from us at their historical volumes. In addition, significant and persistent increases in the retail price of fuel could also diminish consumer demand, which could subsequently diminish the volume of fuel we distribute. A significant percentage of our sales are made with the use of credit cards. Because the interchange fees we pay when credit cards are used to make purchases are based on transaction amounts, higher fuel prices at the pump and higher gallon movements result in higher credit card expenses. These additional fees increase operating expenses. In connection with the Quarles Acquisition, we began to make use of derivative commodity instruments to manage risks associated with an immaterial number of gallons designed to offset changes in the price of fuel that are directly tied to firm commitments to purchase diesel fuel.
Interest Rate Risk
We may be subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management activities. For the majority ofThe Senior Notes bear a fixed interest rate, therefore, an increase or decrease in prevailing interest rates has no impact on our debt interest is calculated at a fixed margin over LIBOR.service for the Senior Notes. As of March 31, 2021, we had locked inJune 30, 2023, the interest rate on the full amount of our Capital One Line of Credit at 3.35%, fixedwas 7.7% and the interest rate on the full amountour M&T Term Loan was 8.3%. As of the term loans under the Ares Credit Agreement at 5.5%, and fixedJune 30, 2022, the interest rate on the full amountour Capital One Line of GPMP’s PNC term loan at 0.61%. The LIBORCredit was 3.6% and the interest rate ason our M&T Term Loan was 4.8%. As of March 31, 2021 was very low,June 30, 2023, approximately 44% of our debt bore interest at variable rates, therefore, our exposure is not significant.was marginally low. If our applicable interest rates increase by 1%, then our debt service on an annual basis would increase by approximately $4.7$3.7 million. Interest rates on
34
commercial bank borrowings and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. Although this could limit our ability to raise funds in the debt capital markets, we expect to remain competitive with respect to acquisitions and capital projects, as our competitors would likely face similar circumstances.
In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. However, in March 2021, the Ice Benchmark Administration announced that it will continue to publish the US overnight, one-month, three-month, six-monthItem 4. Controls and 12-month LIBOR through at least June 30, 2023. There is currently no definitive information regarding the future use of LIBOR or a replacement rate. As of March 31, 2021, approximately 95% of our debt bore interest at variable rates. Most of our credit agreements were entered into in 2019 and 2020. Such credit agreements include mechanisms pursuant to which the underlying interest rates will be determined according to an alternative index replacing LIBOR, as customary in the market at such time. Since there is still great uncertainty in the market with respect to the elimination of LIBOR and the potential transition to a replacement rate, the impact of such changes on our future debt repayment obligations, results of operations and financial condition remains uncertain.Procedures
Exchange Rate Risk
As of March 31, 2021, and following the early redemption of the Bonds (Series C) which were denominated in New Israeli Shekels (“NIS”), our exposure to unfavorable exchange rate fluctuations between the NIS and the U.S. dollar was minimal.
3544
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on thismanagement’s evaluation, managementour Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2021.June 30, 2023.
Changes to the Company’s Internal Control Over Financial Reporting
There have been no changes to the Company’s internal control over financial reporting that occurred during the calendar quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
3645
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
During the reporting period covered by this Quarterly Report on Form 10-Q, there have been no material changes to the description of legal proceedings as set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.2022.
Item 1A. Risk Factors
During the reporting period covered by this Quarterly Report on Form 10-Q, there have been no material changes to our risk factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 1, 2020, Haymaker Acquisition Corp. II (“Haymaker”) and Nomura Securities International, Inc. (“Nomura”) entered into an engagement letter, pursuant to which Nomura agreed to act as a placement agentThe following table presents our share repurchase activity for the quarter ended June 30, 2023 (dollars in connection with the subscription agreement with certain investors in connection with our business combination (the “PIPE Agreement”) and on September 8, 2020, Haymaker and Nomura entered into an engagement letter, pursuant to which Nomura agreed to act as a financial and capital markets advisor in connection with the Business Combination (the “Advisory Agreement”). On January 19, 2021, the Company, Haymaker and Nomura entered into a letter agreement amending the engagement letters to provide that allthousands, except per share amounts):
Period |
| Total Number of Shares Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
| Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (1) |
| ||||
|
|
|
|
|
|
|
|
|
| |||||||
April 1, 2023 to April 30, 2023 |
|
| — |
|
| $ | — |
|
|
| — |
|
| $ | 10,295 |
|
May 1, 2023 to May 31, 2023 |
|
| 642,461 |
|
|
| 7.36 |
|
|
| 642,461 |
|
|
| 55,566 |
|
June 1, 2023 to June 30, 2023 |
|
| 844,888 |
|
|
| 7.69 |
|
|
| 844,888 |
|
|
| 49,071 |
|
Total |
|
| 1,487,349 |
|
| $ | 7.55 |
|
|
| 1,487,349 |
|
| $ | 49,071 |
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.During the three months ended June 30, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement”, as defined in Item 408 of Regulation S-K.
3746
Item 6. Exhibits
Exhibit |
| |
Exhibit 10.1+ | ||
| ||
Exhibit | ||
| ||
Exhibit 31.1 | ||
Exhibit 31.2 | ||
Exhibit 32.1 | ||
Exhibit 32.2 | ||
101 | The following financial statements from the Company’s Form 10-Q for the quarter ended | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.
* Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and such portions are not material and would likely cause competitive harm to the Company if publicly disclosed.material. The Company will supplementally provide a copy of an unredacted copy of this exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
38
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: | ARKO Corp. | ||
By: | /s/ Arie Kotler | ||
Name: | Arie Kotler | ||
| President, | ||
(on behalf of the Registrant and as Principal Executive Officer) |
39
48