Exhibit 99.1

 

ARKO Corp. Reports Second Quarter 2025 Results

ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the second quarter ended June 30, 2025.

Second Quarter 2025 Key Highlights (vs. Year-Ago Quarter) 1,2

 

Net income for the quarter was $20.1 million compared to $14.1 million.
Adjusted EBITDA for the quarter was $76.9 million compared to $80.1 million.
Merchandise margin for the quarter increased to 33.6% compared to 32.8%.
Retail fuel margin for the quarter was 44.9 cents per gallon compared to 41.6 cents per gallon.

 

Other Key Highlights

As part of the Company’s ongoing transformation plan, the Company converted 70 retail stores to dealer sites during the three months ended June 30, 2025. Since the beginning of the retail store conversion initiative in the middle of 2024, the Company has converted a total of 282 sites and plans to convert a meaningful number of additional stores throughout 2025 and into 2026. The Company continues to expect that, at scale, its channel optimization will yield a cumulative annualized operating income benefit in excess of $20 million, excluding G&A savings. In addition, the Company has identified more than $10 million in expected annual structural G&A savings as it fully scales this program.
The Company advanced its pilot program of new format stores, which aims to elevate the customer experience by modernizing store layouts, broadening and refining merchandise offerings, and introducing an improved food-forward focus. The first new format store opened in June 2025 and another opened in early August 2025.
In July 2025, the Company opened a new location in Kinston, North Carolina. The Company continues to advance its NTI (new-to-industry) store pipeline and has begun working on three more NTI stores, out of which two are targeted to open in the second half of 2025.
The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on August 29, 2025 to stockholders of record as of August 18, 2025.

 

“In the second quarter, we delivered solid results while navigating continued macroeconomic headwinds and shifting consumer spending,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “Adjusted EBITDA exceeded the midpoint of our guidance, and we expanded merchandise margin year-over-year—demonstrating our ability to execute with discipline even as inflation and elevated household debt weighed on discretionary spending. We made important progress across several key initiatives, including continued growth in higher-margin categories like OTP, increased engagement from loyalty-driven promotions, and opening our first new format store where early results are exceeding expectations. We believe that these wins demonstrate that our strategy is working and building traction where it matters most—at the store level and with our customers.”

 

Mr. Kotler continued: “We repurchased 2.2 million shares of our common stock during the quarter, reflecting our belief in the long-term value of the business and our commitment to disciplined capital allocation. As we look ahead, we’re focused on operating with greater discipline, elevating the customer experience, and advancing the key elements of our transformation strategy to deliver sustainable value creation for our shareholders.”

1 See Use of Non-GAAP Measures below.

2 All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”), for the cost of fuel (intercompany charges by GPMP).


 

 

 

Second Quarter 2025 Segment Highlights

Retail

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold

 

240,302

 

 

 

283,481

 

 

 

465,365

 

 

 

538,945

 

Same store fuel gallons sold decrease (%) 1

 

(6.5

%)

 

 

(6.6

%)

 

 

(6.4

%)

 

 

(6.6

%)

Fuel contribution 2

$

107,872

 

 

$

117,981

 

 

$

193,145

 

 

$

210,914

 

Fuel margin, cents per gallon 3

 

44.9

 

 

 

41.6

 

 

 

41.5

 

 

 

39.1

 

Same store fuel contribution 1,2

$

104,214

 

 

$

105,054

 

 

$

187,241

 

 

$

191,329

 

Same store merchandise sales decrease (%) 1

 

(4.2

%)

 

 

(5.1

%)

 

 

(5.5

%)

 

 

(4.6

%)

Same store merchandise sales excluding
  cigarettes decrease (%)
1

 

(3.0

%)

 

 

(4.0

%)

 

 

(4.1

%)

 

 

(3.5

%)

Merchandise revenue

$

400,126

 

 

$

474,248

 

 

$

754,611

 

 

$

888,903

 

Merchandise contribution 4

$

134,485

 

 

$

155,759

 

 

$

252,055

 

 

$

290,677

 

Merchandise margin 5

 

33.6

%

 

 

32.8

%

 

 

33.4

%

 

 

32.7

%

Same store merchandise contribution 1,4

$

129,417

 

 

$

133,097

 

 

$

243,463

 

 

$

253,763

 

Same store site operating expenses 1

$

167,107

 

 

$

168,457

 

 

$

337,101

 

 

$

340,782

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Same store is a common metric used in the convenience store industry. The Company considers a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure.

 

2 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

 

3 Calculated as fuel contribution divided by fuel gallons sold.

 

4 Calculated as merchandise revenue less merchandise costs.

 

5 Calculated as merchandise contribution divided by merchandise revenue.

 

 

Merchandise contribution for the second quarter of 2025 decreased $21.3 million, or 13.7%, compared to the second quarter of 2024, while merchandise margin increased to 33.6% for the second quarter of 2025 compared to 32.8% for the prior year period. The decrease in merchandise contribution was due to a $18.0 million decrease related to retail stores that were closed or converted to dealers in the trailing 12 month period and a $3.7 million decrease in same store merchandise contribution, primarily caused by a decline in customer transactions reflecting the challenging macroeconomic environment.

Fuel contribution for the second quarter of 2025 decreased $10.1 million, or 8.6%, compared to the second quarter of 2024, primarily due to a $9.4 million decrease in retail fuel contribution related to retail stores that were closed or converted to dealers in the trailing 12 month period and a same store fuel contribution decrease of $0.8 million attributable to gallon demand declines, reflecting the challenging macroeconomic environment. Fuel margin of 44.9 cents per gallon increased 3.3 cents per gallon compared to the second quarter of 2024.

Wholesale

 


 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – fuel supply locations

 

213,529

 

 

 

203,561

 

 

 

404,606

 

 

 

390,292

 

Fuel gallons sold – consignment agent locations

 

38,929

 

 

 

39,338

 

 

 

75,444

 

 

 

76,842

 

Fuel contribution 1 – fuel supply locations

$

13,484

 

 

$

12,287

 

 

$

24,937

 

 

$

23,849

 

Fuel contribution 1 – consignment agent locations

$

11,905

 

 

$

11,699

 

 

$

20,499

 

 

$

20,867

 

Fuel margin, cents per gallon 2 – fuel supply locations

 

6.3

 

 

 

6.0

 

 

 

6.2

 

 

 

6.1

 

Fuel margin, cents per gallon 2 – consignment agent locations

 

30.6

 

 

 

29.7

 

 

 

27.2

 

 

 

27.2

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

 

2 Calculated as fuel contribution divided by fuel gallons sold.

 

Note: Comparable wholesale sites exclude retail stores converted to dealers, until the first quarter in which these sites had a full quarter of wholesale activity in the prior year.

 

 

For the second quarter of 2025, wholesale operating income increased $2.0 million compared to the second quarter of 2024. Additional operating income from retail sites converted to dealers in the trailing 12 month period more than offset reduced operating income at comparable wholesale sites.

Fuel contribution was $25.4 million for the second quarter of 2025 compared to $24.0 million for the second quarter of 2024. Fuel contribution for the second quarter of 2025 at fuel supply locations increased by $1.2 million, and fuel contribution at consignment agent locations increased by $0.2 million, as compared to the prior year period, with fuel margin increases of 0.3 cents per gallon and 0.9 cents per gallon, respectively, due principally to incremental contribution from retail stores converted to dealers. For the second quarter of 2025, other revenues, net increased by approximately $5.7 million, and site operating expenses increased by $5.1 million in each case as compared to the second quarter of 2024, resulting primarily from retail stores that the Company converted to dealers in the trailing 12 month period.

Fleet Fueling

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – proprietary cardlock locations

 

32,997

 

 

 

35,678

 

 

 

64,915

 

 

 

69,127

 

Fuel gallons sold – third-party cardlock locations

 

3,293

 

 

 

3,271

 

 

 

6,468

 

 

 

6,470

 

Fuel contribution 1 – proprietary cardlock locations

$

17,070

 

 

$

17,529

 

 

$

31,776

 

 

$

31,198

 

Fuel contribution 1 – third-party cardlock locations

$

698

 

 

$

331

 

 

$

1,294

 

 

$

578

 

Fuel margin, cents per gallon 2 – proprietary cardlock
  locations

 

51.7

 

 

 

49.1

 

 

 

49.0

 

 

 

45.1

 

Fuel margin, cents per gallon 2 – third-party cardlock
  locations

 

21.2

 

 

 

10.1

 

 

 

20.0

 

 

 

8.9

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to GPMP for the cost of fuel.

 

2 Calculated as fuel contribution divided by fuel gallons sold.

 

 

Fuel contribution for the second quarter of 2025 decreased by $0.1 million compared to the second quarter of 2024. At proprietary cardlocks, fuel contribution decreased by $0.5 million, while fuel margin per gallon increased for the second quarter of 2025 compared to the second quarter of 2024 primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.4 million, and fuel margin per gallon also increased for the second

 


 

 

quarter of 2025 compared to the second quarter of 2024, primarily due to the closure of underperforming third-party locations.

Site Operating Expenses

For the three months ended June 30, 2025, convenience store operating expenses decreased $25.9 million, or 12.8%, compared to the prior year period primarily due to a decrease of $25.4 million from retail stores that were closed or converted to dealers and a decrease in same store operating expenses of $1.4 million, or 0.8%, related to lower personnel costs and credit card fees, partially offset by incremental expenses related to the SpeedyQ acquisition that closed in April 2024.

Liquidity and Capital Expenditures

As of June 30, 2025, the Company’s total liquidity was approximately $875 million, consisting of approximately $294 million of cash and cash equivalents and approximately $582 million of availability under the Company's lines of credit. Outstanding debt was $916 million, resulting in net debt, excluding lease related financing liabilities, of approximately $623 million. Capital expenditures were approximately $45.3 million for the quarter ended June 30, 2025, including the purchase of 22 fee properties, investments in NTI stores and remodeling of the new format stores, EV chargers, upgrades to fuel dispensers and other investments in stores.

Quarterly Dividend and Share Repurchase Program

The Company’s ability to return cash to its stockholders through its cash dividend program and share repurchase program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position.

The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on August 29, 2025 to stockholders of record as of August 18, 2025.

During the quarter, the Company repurchased approximately 2.2 million shares of common stock under its previously announced repurchase program for approximately $9.2 million, or an average price of $4.11 per share. There was approximately $11.3 million remaining under the share repurchase program as of June 30, 2025.

Company-Operated Retail Store Count and Segment Update

The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented:

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

Retail Segment

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

1,329

 

 

 

1,540

 

 

 

1,389

 

 

 

1,543

 

Acquired sites

 

 

 

 

21

 

 

 

 

 

 

21

 

Newly opened or reopened sites

 

 

 

 

 

 

 

2

 

 

 

1

 

Company-controlled sites converted to

 

 

 

 

 

 

 

 

 

 

 

 consignment or fuel supply locations, net

 

(70

)

 

 

(2

)

 

 

(129

)

 

 

(2

)

Sites closed, divested or converted to rentals

 

(5

)

 

 

(11

)

 

 

(8

)

 

 

(15

)

Number of sites at end of period

 

1,254

 

 

 

1,548

 

 

 

1,254

 

 

 

1,548

 

 

 


 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

Wholesale Segment 1

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

1,961

 

 

 

1,816

 

 

 

1,922

 

 

 

1,825

 

Newly opened or reopened sites 2

 

4

 

 

 

11

 

 

 

10

 

 

 

20

 

Consignment or fuel supply locations converted

 

 

 

 

 

 

 

 

 

 

 

from Company-controlled or fleet fueling sites, net

 

70

 

 

 

2

 

 

 

129

 

 

 

2

 

Closed or divested sites

 

(21

)

 

 

(35

)

 

 

(47

)

 

 

(53

)

Number of sites at end of period

 

2,014

 

 

 

1,794

 

 

 

2,014

 

 

 

1,794

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes bulk and spot purchasers.

 

2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

Fleet Fueling Segment

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

280

 

 

 

296

 

 

 

280

 

 

 

298

 

Newly opened or reopened sites

 

8

 

 

 

 

 

 

9

 

 

 

 

Closed or divested sites

 

(1

)

 

 

(2

)

 

 

(2

)

 

 

(4

)

Number of sites at end of period

 

287

 

 

 

294

 

 

 

287

 

 

 

294

 

 

Full Year and Third Quarter 2025 Guidance Range

The Company currently expects third quarter 2025 Adjusted EBITDA to range between $70 million and $80 million, with an assumed range of average total retail fuel margin from 42.5 to 44.5 cents per gallon. The Company is maintaining its full year 2025 Adjusted EBITDA range of $233 million to $253 million.

 

The Company is not providing guidance on net income at this time due to the volatility of certain required inputs that are not available without unreasonable efforts, including future fair value adjustments associated with its stock price, as well as depreciation and amortization related to its capital allocation as part of its focus on accelerating organic growth.

 

Conference Call and Webcast Details

The Company will host a conference call today, August 6, 2025, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-605-1792 or 201-689-8728.

A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, our highly recognizable Family of Community Brands offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.

 


 

 

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of the Company's transformation plan, including the dealerization of retail stores; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measure

The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. The Company believes that this information provides greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company defines EBITDA as net income (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 and divestiture costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income (loss) or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

 


 

 

Because non-GAAP financial measures are not standardized, same store measures, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

 

Company Contact

Jordan Mann

ARKO Corp.

investors@gpminvestments.com

 

Investor Contact

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

 

 


 

 

 

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

1,569,542

 

 

$

1,887,531

 

 

$

3,016,458

 

 

$

3,518,863

 

Merchandise revenue

 

400,126

 

 

 

474,248

 

 

 

754,611

 

 

 

888,903

 

Other revenues, net

 

29,851

 

 

 

26,384

 

 

 

57,355

 

 

 

52,851

 

Total revenues

 

1,999,519

 

 

 

2,388,163

 

 

 

3,828,424

 

 

 

4,460,617

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs

 

1,417,646

 

 

 

1,726,761

 

 

 

2,742,702

 

 

 

3,229,063

 

Merchandise costs

 

265,641

 

 

 

318,489

 

 

 

502,556

 

 

 

598,226

 

Site operating expenses

 

202,453

 

 

 

223,691

 

 

 

402,434

 

 

 

442,622

 

General and administrative expenses

 

40,742

 

 

 

42,436

 

 

 

82,355

 

 

 

84,594

 

Depreciation and amortization

 

33,602

 

 

 

33,577

 

 

 

68,489

 

 

 

65,293

 

Total operating expenses

 

1,960,084

 

 

 

2,344,954

 

 

 

3,798,536

 

 

 

4,419,798

 

Other (income) expenses, net

 

(17,255

)

 

 

261

 

 

 

(15,038

)

 

 

2,737

 

Operating income

 

56,690

 

 

 

42,948

 

 

 

44,926

 

 

 

38,082

 

Interest and other financial income

 

3,703

 

 

 

3,384

 

 

 

13,057

 

 

 

25,297

 

Interest and other financial expenses

 

(23,221

)

 

 

(24,751

)

 

 

(46,426

)

 

 

(49,121

)

Income before income taxes

 

37,172

 

 

 

21,581

 

 

 

11,557

 

 

 

14,258

 

Income tax expense

 

(17,100

)

 

 

(7,546

)

 

 

(4,178

)

 

 

(839

)

Income from equity investment

 

26

 

 

 

28

 

 

 

47

 

 

 

50

 

Net income attributable to ARKO Corp.

$

20,098

 

 

$

14,063

 

 

$

7,426

 

 

$

13,469

 

Series A redeemable preferred stock dividends

 

(1,433

)

 

 

(1,445

)

 

 

(2,851

)

 

 

(2,859

)

Net income attributable to common
  shareholders

$

18,665

 

 

$

12,618

 

 

$

4,575

 

 

$

10,610

 

Net income per share attributable to common
  shareholders – basic

$

0.16

 

 

$

0.11

 

 

$

0.04

 

 

$

0.09

 

Net income per share attributable to common
  shareholders – diluted

$

0.16

 

 

$

0.11

 

 

$

0.04

 

 

$

0.09

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

114,012

 

 

 

115,758

 

 

 

114,945

 

 

 

116,512

 

Diluted

 

115,411

 

 

 

116,880

 

 

 

115,645

 

 

 

117,073

 

 

 


 

 

 

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

 

(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

293,675

 

 

$

261,758

 

Restricted cash

 

22,812

 

 

 

30,650

 

Short-term investments

 

5,988

 

 

 

5,330

 

Trade receivables, net

 

112,345

 

 

 

95,832

 

Inventory

 

207,190

 

 

 

231,225

 

Other current assets

 

101,474

 

 

 

97,413

 

Total current assets

 

743,484

 

 

 

722,208

 

Non-current assets:

 

 

 

 

 

Property and equipment, net

 

737,738

 

 

 

747,548

 

Right-of-use assets under operating leases

 

1,376,485

 

 

 

1,386,244

 

Right-of-use assets under financing leases, net

 

148,015

 

 

 

157,999

 

Goodwill

 

299,973

 

 

 

299,973

 

Intangible assets, net

 

171,150

 

 

 

182,355

 

Equity investment

 

3,055

 

 

 

3,009

 

Deferred tax asset

 

68,130

 

 

 

67,689

 

Other non-current assets

 

60,792

 

 

 

53,633

 

Total assets

$

3,608,822

 

 

$

3,620,658

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Long-term debt, current portion

$

39,867

 

 

$

12,944

 

Accounts payable

 

189,236

 

 

 

190,212

 

Other current liabilities

 

163,913

 

 

 

159,239

 

Operating leases, current portion

 

75,224

 

 

 

71,580

 

Financing leases, current portion

 

12,802

 

 

 

11,515

 

Total current liabilities

 

481,042

 

 

 

445,490

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net

 

876,539

 

 

 

868,055

 

Asset retirement obligation

 

88,343

 

 

 

87,375

 

Operating leases

 

1,402,763

 

 

 

1,408,293

 

Financing leases

 

201,444

 

 

 

211,051

 

Other non-current liabilities

 

193,856

 

 

 

223,528

 

Total liabilities

 

3,243,987

 

 

 

3,243,792

 

 

 

 

 

 

 

Series A redeemable preferred stock

 

100,000

 

 

 

100,000

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

Common stock

 

12

 

 

 

12

 

Treasury stock

 

(122,813

)

 

 

(106,123

)

Additional paid-in capital

 

283,675

 

 

 

276,681

 

Accumulated other comprehensive income

 

9,119

 

 

 

9,119

 

Retained earnings

 

94,842

 

 

 

97,177

 

Total shareholders' equity

 

264,835

 

 

 

276,866

 

Total liabilities, redeemable preferred stock and equity

$

3,608,822

 

 

$

3,620,658

 

 

 


 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

20,098

 

 

$

14,063

 

 

$

7,426

 

 

$

13,469

 

Adjustments to reconcile net income to net
  cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

33,602

 

 

 

33,577

 

 

 

68,489

 

 

 

65,293

 

Deferred income taxes

 

14,945

 

 

 

4,146

 

 

 

(441

)

 

 

(5,929

)

Loss on disposal of assets and impairment charges

 

2,551

 

 

 

721

 

 

 

4,079

 

 

 

3,385

 

Gain from sale-leaseback

 

(20,777

)

 

 

 

 

 

(20,777

)

 

 

-

 

Foreign currency (gain) loss

 

(77

)

 

 

30

 

 

 

(61

)

 

 

57

 

Gain from issuance of shares as payment of
  deferred consideration related to business
  acquisition

 

 

 

 

 

 

 

 

 

 

(2,681

)

Gain from settlement related to business
  acquisition

 

 

 

 

 

 

 

 

 

 

(6,356

)

Amortization of deferred financing costs and
  debt discount

 

694

 

 

 

668

 

 

 

1,358

 

 

 

1,332

 

Amortization of deferred income

 

(3,775

)

 

 

(4,423

)

 

 

(8,765

)

 

 

(6,369

)

Accretion of asset retirement obligation

 

626

 

 

 

627

 

 

 

1,234

 

 

 

1,243

 

Non-cash rent

 

3,103

 

 

 

3,687

 

 

 

6,410

 

 

 

7,171

 

Charges to allowance for credit losses

 

325

 

 

 

314

 

 

 

542

 

 

 

641

 

Income from equity investment

 

(26

)

 

 

(28

)

 

 

(47

)

 

 

(50

)

Share-based compensation

 

3,658

 

 

 

2,784

 

 

 

6,994

 

 

 

6,113

 

Fair value adjustment of financial assets and
  liabilities

 

(552

)

 

 

(1,434

)

 

 

(7,611

)

 

 

(12,206

)

Other operating activities, net

 

(232

)

 

 

62

 

 

 

(212

)

 

 

686

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in trade receivables

 

(2,624

)

 

 

2,820

 

 

 

(17,055

)

 

 

(21,484

)

Decrease in inventory

 

13,460

 

 

 

2,584

 

 

 

24,035

 

 

 

2,772

 

(Increase) decrease in other assets

 

(8,921

)

 

 

748

 

 

 

(3,596

)

 

 

5,843

 

(Decrease) increase in accounts payable

 

(6,771

)

 

 

5,130

 

 

 

(77

)

 

 

26,477

 

(Decrease) increase in other current liabilities

 

(1,214

)

 

 

(1,772

)

 

 

16,156

 

 

 

(5,924

)

Decrease in asset retirement obligation

 

(26

)

 

 

(65

)

 

 

(343

)

 

 

(120

)

Increase in non-current liabilities

 

7,118

 

 

 

12,980

 

 

 

20,849

 

 

 

16,611

 

Net cash provided by operating activities

 

55,185

 

 

 

77,219

 

 

 

98,587

 

 

 

89,974

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(45,347

)

 

 

(19,284

)

 

 

(72,739

)

 

 

(48,512

)

Proceeds from sale of property and equipment

 

1,803

 

 

 

48,256

 

 

 

2,276

 

 

 

50,295

 

Business acquisitions, net of cash

 

 

 

 

(53,458

)

 

 

 

 

 

(54,458

)

Loans to equity investment, net

 

16

 

 

 

14

 

 

 

31

 

 

 

28

 

Net cash used in investing activities

 

(43,528

)

 

 

(24,472

)

 

 

(70,432

)

 

 

(52,647

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Receipt of long-term debt, net

 

37,302

 

 

 

5,968

 

 

 

37,302

 

 

 

47,556

 

Repayment of debt

 

(6,555

)

 

 

(7,214

)

 

 

(12,245

)

 

 

(13,849

)

Principal payments on financing leases

 

(1,431

)

 

 

(1,171

)

 

 

(2,811

)

 

 

(2,306

)

Early settlement of deferred consideration
  related to business acquisition

 

 

 

 

 

 

 

 

 

 

(17,155

)

 


 

 

Common stock repurchased

 

(9,209

)

 

 

(68

)

 

 

(16,591

)

 

 

(31,989

)

Dividends paid on common stock

 

(3,415

)

 

 

(3,473

)

 

 

(6,910

)

 

 

(7,069

)

Dividends paid on redeemable preferred stock

 

(1,433

)

 

 

(1,445

)

 

 

(2,851

)

 

 

(2,859

)

Net cash provided by (used in) financing
  activities

 

15,259

 

 

 

(7,403

)

 

 

(4,106

)

 

 

(27,671

)

Net increase in cash and cash
  equivalents and restricted cash

 

26,916

 

 

 

45,344

 

 

 

24,049

 

 

 

9,656

 

Effect of exchange rate on cash and cash
  equivalents and restricted cash

 

34

 

 

 

(19

)

 

 

30

 

 

 

(38

)

Cash and cash equivalents and restricted cash,
  beginning of period

 

289,537

 

 

 

205,714

 

 

 

292,408

 

 

 

241,421

 

Cash and cash equivalents and restricted cash,
  end of period

$

316,487

 

 

$

251,039

 

 

$

316,487

 

 

$

251,039

 

 

 


 

 

Supplemental Disclosure of Non-GAAP Financial Information

 

 

Reconciliation of EBITDA and Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net income

 

$

20,098

 

 

$

14,063

 

 

$

7,426

 

 

$

13,469

 

Interest and other financing expenses, net

 

 

19,518

 

 

 

21,367

 

 

 

33,369

 

 

 

23,824

 

Income tax expense

 

 

17,100

 

 

 

7,546

 

 

 

4,178

 

 

 

839

 

Depreciation and amortization

 

 

33,602

 

 

 

33,577

 

 

 

68,489

 

 

 

65,293

 

EBITDA

 

 

90,318

 

 

 

76,553

 

 

 

113,462

 

 

 

103,425

 

Acquisition and divestiture costs (a)

 

 

1,132

 

 

 

1,510

 

 

 

2,282

 

 

 

2,190

 

(Gain) loss on disposal of assets and impairment charges (b)

 

 

(18,226

)

 

 

721

 

 

 

(16,698

)

 

 

3,385

 

Share-based compensation expense (c)

 

 

3,658

 

 

 

2,784

 

 

 

6,994

 

 

 

6,113

 

Income from equity investment (d)

 

 

(26

)

 

 

(28

)

 

 

(47

)

 

 

(50

)

Fuel and franchise taxes received in arrears (e)

 

 

 

 

 

 

 

 

 

 

 

(565

)

Adjustment to contingent consideration (f)

 

 

(209

)

 

 

(310

)

 

 

(275

)

 

 

(292

)

Expenses related to wage and hour claim settlement (g)

 

 

 

 

 

 

 

 

2,023

 

 

 

 

Other (h)

 

 

291

 

 

 

(1,160

)

 

 

52

 

 

 

(971

)

Adjusted EBITDA

 

$

76,938

 

 

$

80,070

 

 

$

107,793

 

 

$

113,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional information

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash rent expense (i)

 

$

3,103

 

 

$

3,687

 

 

$

6,410

 

 

$

7,171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer sites) and salaries of employees whose primary job function is to execute the Company's acquisition and divestiture strategy and facilitate integration of acquired operations.

 

(b) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites, including a $20.8 million gain related to the expiration of a real estate purchase option received in 2021 that was accounted for as a sale-leaseback.

 

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

 

(d) Eliminates our share of income attributable to our unconsolidated equity investment.

 

(e) Eliminates the receipt of historical fuel and franchise tax amounts for multiple prior periods.

 

(f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire acquisition.

 

(g) Eliminates non-recurring expenses accrued in net income related to a wage and hour collective action settlement.

 

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

 

(i) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company's lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.

 

 

 


 

 

Supplemental Disclosures of Segment Information

Retail Segment

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

748,103

 

 

$

976,372

 

 

$

1,438,789

 

 

$

1,800,800

 

Merchandise revenue

 

400,126

 

 

 

474,248

 

 

 

754,611

 

 

 

888,903

 

Other revenues, net

 

14,622

 

 

 

16,735

 

 

 

29,169

 

 

 

33,414

 

Total revenues

 

1,162,851

 

 

 

1,467,355

 

 

 

2,222,569

 

 

 

2,723,117

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

640,231

 

 

 

858,391

 

 

 

1,245,644

 

 

 

1,589,886

 

Merchandise costs

 

265,641

 

 

 

318,489

 

 

 

502,556

 

 

 

598,226

 

Site operating expenses

 

176,609

 

 

 

202,550

 

 

 

353,848

 

 

 

400,567

 

Total operating expenses

 

1,082,481

 

 

 

1,379,430

 

 

 

2,102,048

 

 

 

2,588,679

 

Operating income

$

80,370

 

 

$

87,925

 

 

$

120,521

 

 

$

134,438

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

 

 

Wholesale Segment

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

696,671

 

 

$

762,693

 

 

$

1,326,163

 

 

$

1,427,207

 

Other revenues, net

 

12,501

 

 

 

6,850

 

 

 

22,853

 

 

 

13,708

 

Total revenues

 

709,172

 

 

 

769,543

 

 

 

1,349,016

 

 

 

1,440,915

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

671,282

 

 

 

738,707

 

 

 

1,280,727

 

 

 

1,382,491

 

Site operating expenses

 

14,648

 

 

 

9,566

 

 

 

26,417

 

 

 

18,865

 

Total operating expenses

 

685,930

 

 

 

748,273

 

 

 

1,307,144

 

 

 

1,401,356

 

Operating income

$

23,242

 

 

$

21,270

 

 

$

41,872

 

 

$

39,559

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

 

 

Fleet Fueling Segment

 

 


 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

118,121

 

 

$

140,140

 

 

$

236,527

 

 

$

272,333

 

Other revenues, net

 

2,245

 

 

 

2,284

 

 

 

4,363

 

 

 

4,669

 

Total revenues

 

120,366

 

 

 

142,424

 

 

 

240,890

 

 

 

277,002

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

100,353

 

 

 

122,280

 

 

 

203,457

 

 

 

240,557

 

Site operating expenses

 

6,934

 

 

 

6,442

 

 

 

13,362

 

 

 

12,985

 

Total operating expenses

 

107,287

 

 

 

128,722

 

 

 

216,819

 

 

 

253,542

 

Operating income

$

13,079

 

 

$

13,702

 

 

$

24,071

 

 

$

23,460

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes the estimated fixed fee paid to GPMP for the cost of fuel.