GlobeNewswire Inc | Mar 25, 2021 07:05AM EDT

March 25, 2021

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

Fourth Quarter and Full Year 2020 Key Highlights

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

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

Fourth Quarter and Full Year 2020 Segment Highlights

Retail

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

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

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

Wholesale

For the year ended For the three months December 31, ended December 31, 2020 2019 2020 2019 (in thousands)Fuel gallons sold 267,309 64,757 226,077 15,541Fuel margin, cents per gallon^1 8.2 9.0 7.3 8.6 ^1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold;excludes the estimated fixed margin paid to GPMP for the cost of fuel.

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

Liquidity and Capital Expenditures

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

Empire Acquisition

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

Store Network Update

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

For the year For the three ended December months ended 31, December 31,Retail Segment 2020 2019 2020 2019 Number of sites at beginning of period 1,272 1,215 1,250 1,213 Acquired sites 84 87 84 69 Newly opened or reopened sites 3 1 3 ? Company-controlled sites converted toconsignment locations and independent (14 ) (8 ) ? (1 )and lessee dealers, netClosed, relocated or divested sites (15 ) (23 ) (7 ) (9 )Number of sites at end of period 1,330 1,272 1,330 1,272 For the year For the three ended December months ended 31, December 31,Wholesale Segment 2020 2019 2020 2019 Number of sites at beginning of period 128 126 139 133 Acquired sites 1,453 ? 1,453 ? Newly opened or reopened sites 31 ? 23 ? Consignment locations or independent andlessee dealers converted from 14 8 ? 1 Company-controlled sites, netClosed, relocated or divested sites (12 ) (6 ) (1 ) (6 )Number of sites at end of period 1,614 128 1,614 128

Business Combination

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

Conference Call and Webcast Details

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

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

About ARKO Corp.

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

Forward-Looking Statements

This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, will, would and the negative of these terms, and similar references to future periods. These statements are based on managements current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; our ability to maintain the listing of our common stock and warrants on the Nasdaq Stock Market; changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which we compete; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and our liquidity, operations and personnel; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that ARKO files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. ARKO assumes no obligation to update forward-looking information, except as required by applicable law.

Media Contact

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

Investor Contact

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

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

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

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

Consolidated statements of cash flows For the year ended For the three months ended December 31, December 31, 2020 2019 2020 2019 (in thousands)Cash flows from operating activities:Net income (loss) $ 30,116 $ (47,162 ) $ (6,693 ) $ (19,970 )Adjustments toreconcile net income(loss) to net cash provided byoperatingactivities:Depreciation and 74,396 62,404 24,340 16,120 amortizationDeferred income taxes (4,747 ) 4,299 (7,733 ) 3,269 Gain on bargain ? (406 ) ? ? purchaseLoss (gain) on disposalof assets and 6,060 (1,291 ) 495 (3,721 )impairment chargesForeign currency loss 6,754 10,158 6,318 984 Amortization ofdeferred financing 2,236 522 (195 ) (818 )costs, debt discountand premiumAmortization of (7,650 ) (8,848 ) (1,652 ) (2,153 )deferred incomeAccretion of asset 1,359 1,549 349 389 retirement obligationNon-cash rent 7,051 7,582 1,876 1,889 Charges to allowancefor doubtful accounts, 260 91 186 17 netLoss from equity 1,269 507 834 109 investmentShare-based 1,891 516 1,504 162 compensationFair value adjustmentof financial assets and (491 ) ? (491 ) ? liabilitiesOther operating 115 ? 611 ? activities, netChanges in assets and liabilities:(Increase) decrease in (24,010 ) (1,692 ) (25,750 ) 4,633 trade receivablesDecrease (increase) in 6,618 (7,302 ) (4,970 ) (5,983 )inventory(Increase) decrease in (7,864 ) 7,212 (1,217 ) 10,597 other assetsIncrease in accounts 26,893 8,830 29,265 (8,242 )payableIncrease (decrease) inother current 46,303 5,064 29,245 (6,001 )liabilitiesDecrease in asset (393 ) (450 ) (234 ) (77 )retirement obligationIncrease in non-current 7,676 1,714 1,256 1,780 liabilitiesNet cash provided by(used in) operating 173,842 43,297 47,344 (7,016 )activitiesCash flows from investing activities:Purchase of property (44,646 ) (58,261 ) (15,893 ) (29,032 )and equipmentPurchase of intangible (30 ) ? ? ? assetsProceeds from sale of 1,302 18,982 864 15,923 property and equipmentBusiness acquisitions, (363,988 ) (33,587 ) (363,668 ) (30,762 )net of cashLoans to equity (189 ) (174 ) ? ? investmentNet cash used in (407,551 ) (73,040 ) (378,697 ) (43,871 )investing activitiesCash flows from financing activities:Lines of credit, net (83,515 ) 34,893 (452 ) 41,708 Repayment of (4,517 ) (850 ) ? (850 )related-party loansBuyback of long-term (1,995 ) ? ? ? debtReceipt of long-term 570,207 50,934 410,700 17,970 debt, netRepayment of debt (58,792 ) (18,079 ) (2,631 ) (2,473 )Payment of Provision - ? (17,500 ) ? ? Pension FundPrincipal payments on (8,116 ) (9,051 ) (1,973 ) (2,417 )financing leasesProceeds from issuance 11,332 ? ? ? of rights, netPurchase ofnon-controlling (99,048 ) ? (99,048 ) ? interest in GPMPInvestment ofnon-controlling 19,325 ? ? ? interest in subsidiaryIssuance of shares in 57,997 ? 57,997 ? Merger TransactionIssuance of redeemable 96,880 ? 96,880 ? preferred stock, netDistributions tonon-controlling (8,710 ) (8,654 ) (1,617 ) (2,167 )interestsNet cash provided by 491,048 31,693 459,856 51,771 financing activitiesEffect of exchange rateon cash and cash 2,875 1,263 2,593 66 equivalents andrestricted cashNet increase in cashand cash equivalents 257,339 1,950 128,503 884 and restricted cashCash and cashequivalents and 52,763 49,550 181,881 51,813 restricted cash,beginning of yearCash and cashequivalents and $ 312,977 $ 52,763 $ 312,977 $ 52,763 restricted cash, end ofyear

Use of Non-GAAP Measures

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

We define EBITDA as net income (loss) before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, other non-cash items, and other unusual or non-recurring charges. Adjusted EBITDA, net of incremental bonuses further adjusts Adjusted EBITDA by excluding incremental bonuses based on 2020 performance. None of EBITDA, Adjusted EBITDA or Adjusted EBITDA, net of incremental bonuses are presented in accordance with GAAP and are non-GAAP financial measures.

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

EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses are not recognized terms under GAAP and should not be considered as a substitute for net income (loss), cash flows from operating activities, or other income or cash flow statement data. These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, same stores measures, EBITDA, Adjusted EBITDA and Adjusted EBITDA, net of incremental bonuses, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.

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

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

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

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

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

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

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

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

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

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

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

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

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

(l)Eliminates incremental bonuses based on 2020 performance.