Exhibit 99.1

 

ARKO Corp. Reports Third 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 third quarter ended September 30, 2025.

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

 

Net income for the quarter was $13.5 million compared to $9.7 million.
Adjusted EBITDA for the quarter was $75.2 million compared to $78.8 million.
Merchandise margin for the quarter increased to 33.7% compared to 32.8%.
Retail fuel margin for the quarter was 43.6 cents per gallon compared to 41.3 cents per gallon.

 

Other Key Highlights

As part of the Company’s ongoing transformation plan, the Company converted 65 retail stores to dealer sites during the three months ended September 30, 2025, for a total of 194 stores converted in the nine months ended September 30, 2025. The Company continues to expect that, at scale, its channel optimization will deliver a cumulative annualized operating income benefit of more than $20 million, before G&A savings. In addition, the Company has identified more than $10 million in expected annual structural G&A savings with an opportunity for upside as the Company continues to execute the dealerization program in 2026.
The Company advanced its retail store remodeling pilot program, which is designed to elevate the customer experience through improved layouts and a stronger food-forward focus that emphasizes hot grab-and-go breakfast, lunch and snacking, bakery, pizza, and an expanded dispensed hot, cold and frozen beverage assortment. Two remodeled stores reopened in the summer of 2025, and the Company plans to reopen a third location during the fourth quarter of 2025 and the remaining four stores in the first half of 2026.
The Company continued to expand its network through new-to-industry (NTI) locations, opening a Dunkin’ and two new stores in 2025, including one in Kinston, North Carolina in July 2025. The Company has begun working on three more NTI stores, of which two are targeted to open in the fourth quarter of 2025. Additionally, the Company is advancing a number of NTI cardlock locations with target openings during 2026, reflecting the attractive, recurring cash flow profile of this business.
The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on December 1, 2025 to stockholders of record as of November 17, 2025.

 

“Our third quarter results demonstrate continued and steady progress as we execute our transformation plan,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “While the consumer environment remains difficult, we are staying disciplined, advancing our dealerization program, focusing on efficiency, and improving how our stores operate. We’re encouraged by the early performance of our new format stores, the solid execution within our wholesale and fleet fueling operations, and the strength of our loyalty and OTP programs.”

Mr. Kotler continued: “We continue to focus on what we can control—operating efficiently, managing costs, and improving cash generation. We believe that these actions, together with the ongoing benefits from dealerization, are strengthening our platform and positioning ARKO to navigate the current environment and build lasting value. We are

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).


 

 

seeing the structural advantages of our model take hold. At the same time, we remain disciplined in how we deploy capital and return cash to stockholders, while continuing to strengthen our foundation for long-term value creation.”

 

 

Third Quarter 2025 Segment Highlights

Retail

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold

 

238,622

 

 

 

283,189

 

 

 

703,987

 

 

 

822,134

 

Same store fuel gallons sold decrease (%) 1

 

(4.7

%)

 

 

(6.6

%)

 

 

(5.8

%)

 

 

(6.6

%)

Fuel contribution 2

$

104,127

 

 

$

117,090

 

 

$

297,272

 

 

$

328,004

 

Fuel margin, cents per gallon 3

 

43.6

 

 

 

41.3

 

 

 

42.2

 

 

 

39.9

 

Same store fuel contribution 1, 2

$

102,336

 

 

$

103,589

 

 

$

289,577

 

 

$

294,918

 

Same store merchandise sales decrease (%) 1

 

(2.2

%)

 

 

(7.7

%)

 

 

(4.4

%)

 

 

(5.7

%)

Same store merchandise sales excluding
  cigarettes decrease (%)
1

 

(0.9

%)

 

 

(5.7

%)

 

 

(3.0

%)

 

 

(4.3

%)

Merchandise revenue

$

389,727

 

 

$

469,616

 

 

$

1,144,338

 

 

$

1,358,519

 

Merchandise contribution 4

$

131,479

 

 

$

154,019

 

 

$

383,534

 

 

$

444,696

 

Merchandise margin 5

 

33.7

%

 

 

32.8

%

 

 

33.5

%

 

 

32.7

%

Same store merchandise contribution 1, 4

$

128,833

 

 

$

129,504

 

 

$

372,296

 

 

$

383,267

 

Same store site operating expenses 1

$

167,022

 

 

$

164,084

 

 

$

504,123

 

 

$

504,866

 

 

 

 

 

 

 

 

 

 

 

 

 

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 third quarter of 2025 decreased $22.5 million, or 14.6%, compared to the third quarter of 2024, while merchandise margin increased to 33.7% for the third quarter of 2025 compared to 32.8% for the prior year period. The decrease in merchandise contribution was due to a $22.2 million decrease related to retail stores that were closed or converted to dealers since the middle of 2024 and a $0.7 million decrease in same store merchandise contribution, primarily caused by a decline in customer transactions reflecting the challenging macroeconomic environment.

Fuel contribution for the third quarter of 2025 decreased $13.0 million, or 11.1%, compared to the third quarter of 2024, primarily due to a $11.9 million decrease in retail fuel contribution related to retail stores that were closed or converted to dealers since the middle of 2024 and a same store fuel contribution decrease of $1.3 million attributable to gallon demand declines, reflecting the challenging macroeconomic environment. Fuel margin of 43.6 cents per gallon increased 2.3 cents per gallon compared to the third quarter of 2024.

Wholesale

 


 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – fuel supply locations

 

220,220

 

 

 

203,187

 

 

 

624,826

 

 

 

593,479

 

Fuel gallons sold – consignment agent locations

 

40,191

 

 

 

39,155

 

 

 

115,635

 

 

 

115,997

 

Fuel contribution 1 – fuel supply locations

$

13,917

 

 

$

12,077

 

 

$

38,854

 

 

$

35,926

 

Fuel contribution 1 – consignment agent locations

$

11,151

 

 

$

11,283

 

 

$

31,650

 

 

$

32,150

 

Fuel margin, cents per gallon 2 – fuel supply locations

 

6.3

 

 

 

5.9

 

 

 

6.2

 

 

 

6.1

 

Fuel margin, cents per gallon 2 – consignment agent locations

 

27.7

 

 

 

28.8

 

 

 

27.4

 

 

 

27.7

 

 

 

 

 

 

 

 

 

 

 

 

 

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 dealer sites had a full quarter of wholesale activity in the prior year. Refer to Use of Non-GAAP Measures below.

 

 

For the third quarter of 2025, wholesale operating income increased $3.8 million compared to the third quarter of 2024. Additional operating income from retail sites converted to dealers more than offset reduced operating income at comparable wholesale sites, which reflected the challenging macroeconomic environment.

Fuel contribution was $25.1 million for the third quarter of 2025 compared to $23.4 million for the third quarter of 2024. Fuel contribution for the third quarter of 2025 at fuel supply locations increased $1.8 million, and fuel margin per gallon increased 0.4 cents per gallon compared to the third quarter of 2024, due principally to incremental contribution from retail stores converted to dealers, which was partially offset by lower volumes at comparable fuel supply wholesale sites and decreased prompt pay discounts related to lower fuel costs. Fuel contribution at consignment agent locations decreased $0.1 million, and fuel margin per gallon also decreased 1.1 cents per gallon.

For the third quarter of 2025, other revenues, net increased by approximately $6.9 million, and site operating expenses increased by $4.8 million in each case as compared to the third quarter of 2024, resulting primarily from retail stores that the Company converted to dealers.

 

Fleet Fueling

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – proprietary cardlock locations

 

33,124

 

 

 

34,089

 

 

 

98,039

 

 

 

103,216

 

Fuel gallons sold – third-party cardlock locations

 

3,458

 

 

 

3,105

 

 

 

9,926

 

 

 

9,575

 

Fuel contribution 1 – proprietary cardlock locations

$

16,209

 

 

$

15,699

 

 

$

47,985

 

 

$

46,789

 

Fuel contribution 1 – third-party cardlock locations

$

531

 

 

$

482

 

 

$

1,825

 

 

$

1,168

 

Fuel margin, cents per gallon 2 – proprietary cardlock
  locations

 

48.9

 

 

 

46.1

 

 

 

48.9

 

 

 

45.3

 

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

 

15.3

 

 

 

15.5

 

 

 

18.4

 

 

 

12.2

 

 

 

 

 

 

 

 

 

 

 

 

 

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 third quarter of 2025 increased by $0.6 million compared to the third quarter of 2024. At proprietary cardlocks, fuel contribution increased by $0.5 million, and fuel margin per gallon also increased for the third

 


 

 

quarter of 2025 compared to the third quarter of 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.1 million, while fuel margin per gallon decreased slightly for the third quarter of 2025 compared to the third quarter of 2024.

Site Operating Expenses

For the three months ended September 30, 2025, convenience store operating expenses decreased $29.2 million, or 14.5%, compared to the prior year period primarily due to $33.0 million of reduced expenses related to retail stores that were closed or converted to dealers, partially offset by an increase in same store operating expenses of $2.9 million, or 1.8%, primarily due to higher repair and maintenance expenses, which were slightly offset by lower personnel costs and credit card fees.

Liquidity and Capital Expenditures

As of September 30, 2025, the Company’s total liquidity was approximately $891 million, consisting of approximately $307 million of cash and cash equivalents and approximately $584 million of availability under the Company's lines of credit. Outstanding debt was approximately $912 million, resulting in net debt, excluding lease related financing liabilities, of approximately $605 million. Capital expenditures were approximately $24.9 million for the quarter ended September 30, 2025, including 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 December 1, 2025 to stockholders of record as of November 17, 2025.

During the quarter, the Company repurchased approximately 0.9 million shares of common stock under its previously announced repurchase program for approximately $4.2 million, or an average price of $4.45 per share. There was approximately $7.2 million remaining under the share repurchase program as of September 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 September 30,

 

 

For the Nine Months
Ended September 30,

 

Retail Segment

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

1,254

 

 

 

1,548

 

 

 

1,389

 

 

 

1,543

 

Acquired sites

 

 

 

 

 

 

 

 

 

 

21

 

Newly opened or reopened sites

 

1

 

 

 

1

 

 

 

3

 

 

 

2

 

Company-controlled sites converted to

 

 

 

 

 

 

 

 

 

 

 

 consignment or fuel supply locations, net

 

(65

)

 

 

(49

)

 

 

(194

)

 

 

(51

)

Sites closed, divested or converted to rentals

 

(8

)

 

 

(9

)

 

 

(16

)

 

 

(24

)

Number of sites at end of period

 

1,182

 

 

 

1,491

 

 

 

1,182

 

 

 

1,491

 

 

 


 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

Wholesale Segment 1

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

2,014

 

 

 

1,794

 

 

 

1,922

 

 

 

1,825

 

Newly opened or reopened sites 2

 

6

 

 

 

10

 

 

 

16

 

 

 

30

 

Consignment or fuel supply locations converted

 

 

 

 

 

 

 

 

 

 

 

from Company-controlled sites, net

 

65

 

 

 

49

 

 

 

194

 

 

 

51

 

Closed or divested sites

 

(32

)

 

 

(21

)

 

 

(79

)

 

 

(74

)

Number of sites at end of period

 

2,053

 

 

 

1,832

 

 

 

2,053

 

 

 

1,832

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes bulk and spot purchasers.

 

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

 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

Fleet Fueling Segment

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

287

 

 

 

294

 

 

 

280

 

 

 

298

 

Newly opened or reopened sites

 

2

 

 

 

1

 

 

 

11

 

 

 

1

 

Closed or divested sites

 

(1

)

 

 

(14

)

 

 

(3

)

 

 

(18

)

Number of sites at end of period

 

288

 

 

 

281

 

 

 

288

 

 

 

281

 

 

Fourth Quarter and Full Year 2025 Guidance Range

The Company currently expects fourth quarter 2025 Adjusted EBITDA to range between $50 million and $60 million, with an assumed range of average retail fuel margin from 42.5 to 44.5 cents per gallon. The Company is updating its full-year 2025 Adjusted EBITDA guidance and currently expects full year 2025 Adjusted EBITDA to range between $233 million and $243 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, November 5, 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 Measures

The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. The Company believes that this information is useful for its investors, securities analysts, and other interested parties by providing 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 discloses certain measures on a “comparable wholesale sites” basis, which is a non-GAAP measure. Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through retail sites converted to dealers until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. The Company believes that this information is useful for its investors, securities analysts, and other interested parties by providing greater comparability regarding its ongoing operating performance.

The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition 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 should not be considered as alternatives to any financial measure derived in accordance with GAAP, including net income. The presentations of these non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the 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, comparable wholesale sites, 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

 

 

(Unaudited)

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

1,599,990

 

 

$

1,783,871

 

 

$

4,616,448

 

 

$

5,302,734

 

Merchandise revenue

 

389,727

 

 

 

469,616

 

 

 

1,144,338

 

 

 

1,358,519

 

Other revenues, net

 

31,116

 

 

 

25,749

 

 

 

88,471

 

 

 

78,600

 

Total revenues

 

2,020,833

 

 

 

2,279,236

 

 

 

5,849,257

 

 

 

6,739,853

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs

 

1,453,175

 

 

 

1,626,399

 

 

 

4,195,877

 

 

 

4,855,462

 

Merchandise costs

 

258,248

 

 

 

315,597

 

 

 

760,804

 

 

 

913,823

 

Site operating expenses

 

198,491

 

 

 

222,744

 

 

 

600,925

 

 

 

665,366

 

General and administrative expenses

 

40,048

 

 

 

38,636

 

 

 

122,403

 

 

 

123,230

 

Depreciation and amortization

 

32,944

 

 

 

33,132

 

 

 

101,433

 

 

 

98,425

 

Total operating expenses

 

1,982,906

 

 

 

2,236,508

 

 

 

5,781,442

 

 

 

6,656,306

 

Other expenses (income), net

 

2,003

 

 

 

1,159

 

 

 

(13,035

)

 

 

3,896

 

Operating income

 

35,924

 

 

 

41,569

 

 

 

80,850

 

 

 

79,651

 

Interest and other financial income

 

3,340

 

 

 

3,135

 

 

 

16,397

 

 

 

26,462

 

Interest and other financial expenses

 

(23,485

)

 

 

(26,759

)

 

 

(69,911

)

 

 

(73,910

)

Income before income taxes

 

15,779

 

 

 

17,945

 

 

 

27,336

 

 

 

32,203

 

Income tax expense

 

(2,368

)

 

 

(8,300

)

 

 

(6,546

)

 

 

(9,139

)

Income from equity investment

 

48

 

 

 

29

 

 

 

95

 

 

 

79

 

Net income attributable to ARKO Corp.

$

13,459

 

 

$

9,674

 

 

$

20,885

 

 

$

23,143

 

Series A redeemable preferred stock dividends

 

(1,450

)

 

 

(1,446

)

 

 

(4,301

)

 

 

(4,305

)

Net income attributable to common
  shareholders

$

12,009

 

 

$

8,228

 

 

$

16,584

 

 

$

18,838

 

Net income per share attributable to common
  shareholders – basic

$

0.11

 

 

$

0.07

 

 

$

0.15

 

 

$

0.16

 

Net income per share attributable to common
  shareholders – diluted

$

0.10

 

 

$

0.07

 

 

$

0.14

 

 

$

0.16

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

112,723

 

 

 

115,771

 

 

 

114,196

 

 

 

116,262

 

Diluted

 

115,202

 

 

 

117,888

 

 

 

115,489

 

 

 

117,342

 

 

 


 

 

 

Condensed Consolidated Balance Sheets

 

 

(Unaudited)

 

 

September 30, 2025

 

 

December 31, 2024

 

 

(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

306,932

 

 

$

261,758

 

Restricted cash

 

18,797

 

 

 

30,650

 

Short-term investments

 

6,295

 

 

 

5,330

 

Trade receivables, net

 

112,343

 

 

 

95,832

 

Inventory

 

202,290

 

 

 

231,225

 

Other current assets

 

106,497

 

 

 

97,413

 

Total current assets

 

753,154

 

 

 

722,208

 

Non-current assets:

 

 

 

 

 

Property and equipment, net

 

733,372

 

 

 

747,548

 

Right-of-use assets under operating leases

 

1,360,130

 

 

 

1,386,244

 

Right-of-use assets under financing leases, net

 

145,744

 

 

 

157,999

 

Goodwill

 

299,973

 

 

 

299,973

 

Intangible assets, net

 

165,581

 

 

 

182,355

 

Equity investment

 

3,103

 

 

 

3,009

 

Deferred tax asset

 

62,066

 

 

 

67,689

 

Other non-current assets

 

63,861

 

 

 

53,633

 

Total assets

$

3,586,984

 

 

$

3,620,658

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Long-term debt, current portion

$

36,994

 

 

$

12,944

 

Accounts payable

 

180,403

 

 

 

190,212

 

Other current liabilities

 

158,795

 

 

 

159,239

 

Operating leases, current portion

 

76,604

 

 

 

71,580

 

Financing leases, current portion

 

12,846

 

 

 

11,515

 

Total current liabilities

 

465,642

 

 

 

445,490

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net

 

874,581

 

 

 

868,055

 

Asset retirement obligation

 

88,501

 

 

 

87,375

 

Operating leases

 

1,390,194

 

 

 

1,408,293

 

Financing leases

 

200,151

 

 

 

211,051

 

Other non-current liabilities

 

194,789

 

 

 

223,528

 

Total liabilities

 

3,213,858

 

 

 

3,243,792

 

 

 

 

 

 

 

Series A redeemable preferred stock

 

100,000

 

 

 

100,000

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

Common stock

 

12

 

 

 

12

 

Treasury stock

 

(127,037

)

 

 

(106,123

)

Additional paid-in capital

 

287,559

 

 

 

276,681

 

Accumulated other comprehensive income

 

9,119

 

 

 

9,119

 

Retained earnings

 

103,473

 

 

 

97,177

 

Total shareholders' equity

 

273,126

 

 

 

276,866

 

Total liabilities, redeemable preferred stock and equity

$

3,586,984

 

 

$

3,620,658

 

 

 


 

 

 

 


 

 

 

Condensed Consolidated Statements of Cash Flows

 

 

(Unaudited)

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

13,459

 

 

$

9,674

 

 

$

20,885

 

 

$

23,143

 

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

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

32,944

 

 

 

33,132

 

 

 

101,433

 

 

 

98,425

 

Deferred income taxes

 

6,064

 

 

 

2,269

 

 

 

5,623

 

 

 

(3,660

)

Loss on disposal of assets and impairment charges

 

1,407

 

 

 

1,752

 

 

 

5,486

 

 

 

5,137

 

Gain from sale-leaseback

 

 

 

 

 

 

 

(20,777

)

 

 

 

Foreign currency (gain) loss

 

(15

)

 

 

(16

)

 

 

(76

)

 

 

41

 

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

 

749

 

 

 

668

 

 

 

2,107

 

 

 

2,000

 

Amortization of deferred income

 

(6,579

)

 

 

(3,757

)

 

 

(15,344

)

 

 

(10,126

)

Accretion of asset retirement obligation

 

643

 

 

 

628

 

 

 

1,877

 

 

 

1,871

 

Non-cash rent

 

2,995

 

 

 

3,634

 

 

 

9,405

 

 

 

10,805

 

Charges to allowance for credit losses

 

277

 

 

 

92

 

 

 

819

 

 

 

733

 

Income from equity investment

 

(48

)

 

 

(29

)

 

 

(95

)

 

 

(79

)

Share-based compensation

 

3,884

 

 

 

2,149

 

 

 

10,878

 

 

 

8,262

 

Fair value adjustment of financial assets and
  liabilities

 

(1,498

)

 

 

1,443

 

 

 

(9,109

)

 

 

(10,763

)

Other operating activities, net

 

21

 

 

 

66

 

 

 

(191

)

 

 

752

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in trade receivables

 

(275

)

 

 

37,596

 

 

 

(17,330

)

 

 

16,112

 

Decrease in inventory

 

4,183

 

 

 

14,655

 

 

 

28,218

 

 

 

17,427

 

(Increase) decrease in other assets

 

(5,944

)

 

 

8,066

 

 

 

(9,540

)

 

 

13,909

 

Decrease in accounts payable

 

(9,429

)

 

 

(32,614

)

 

 

(9,506

)

 

 

(6,137

)

Increase in other current liabilities

 

386

 

 

 

23,768

 

 

 

16,542

 

 

 

17,844

 

Decrease in asset retirement obligation

 

(261

)

 

 

(163

)

 

 

(604

)

 

 

(283

)

Increase in non-current liabilities

 

6,459

 

 

 

6,143

 

 

 

27,308

 

 

 

22,754

 

Net cash provided by operating activities

 

49,422

 

 

 

109,156

 

 

 

148,009

 

 

 

199,130

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(24,902

)

 

 

(29,269

)

 

 

(97,641

)

 

 

(77,781

)

Proceeds from sale of property and equipment

 

1,592

 

 

 

1,058

 

 

 

3,868

 

 

 

51,353

 

Business acquisitions, net of cash

 

 

 

 

(91

)

 

 

 

 

 

(54,549

)

Loans to equity investment, net

 

17

 

 

 

14

 

 

 

48

 

 

 

42

 

Net cash used in investing activities

 

(23,293

)

 

 

(28,288

)

 

 

(93,725

)

 

 

(80,935

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Receipt of long-term debt, net

 

 

 

 

 

 

 

37,302

 

 

 

47,556

 

Repayment of debt

 

(6,379

)

 

 

(6,714

)

 

 

(18,624

)

 

 

(20,563

)

Principal payments on financing leases

 

(1,504

)

 

 

(1,274

)

 

 

(4,315

)

 

 

(3,580

)

Early settlement of deferred consideration
  related to business acquisition

 

 

 

 

 

 

 

 

 

 

(17,155

)

Common stock repurchased

 

(4,182

)

 

 

 

 

 

(20,773

)

 

 

(31,989

)

 


 

 

Dividends paid on common stock

 

(3,378

)

 

 

(3,473

)

 

 

(10,288

)

 

 

(10,542

)

Dividends paid on redeemable preferred stock

 

(1,450

)

 

 

(1,446

)

 

 

(4,301

)

 

 

(4,305

)

Net cash used in financing activities

 

(16,893

)

 

 

(12,907

)

 

 

(20,999

)

 

 

(40,578

)

Net increase in cash and cash
  equivalents and restricted cash

 

9,236

 

 

 

67,961

 

 

 

33,285

 

 

 

77,617

 

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

 

6

 

 

 

11

 

 

 

36

 

 

 

(27

)

Cash and cash equivalents and restricted cash,
  beginning of period

 

316,487

 

 

 

251,039

 

 

 

292,408

 

 

 

241,421

 

Cash and cash equivalents and restricted cash,
  end of period

$

325,729

 

 

$

319,011

 

 

$

325,729

 

 

$

319,011

 

 

 


 

 

Supplemental Disclosure of Non-GAAP Financial Information

 

 

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net income

 

$

13,459

 

 

$

9,674

 

 

$

20,885

 

 

$

23,143

 

Interest and other financing expenses, net

 

 

20,145

 

 

 

23,624

 

 

 

53,514

 

 

 

47,448

 

Income tax expense

 

 

2,368

 

 

 

8,300

 

 

 

6,546

 

 

 

9,139

 

Depreciation and amortization

 

 

32,944

 

 

 

33,132

 

 

 

101,433

 

 

 

98,425

 

EBITDA

 

 

68,916

 

 

 

74,730

 

 

 

182,378

 

 

 

178,155

 

Acquisition and divestiture costs (a)

 

 

2,815

 

 

 

1,729

 

 

 

5,097

 

 

 

3,919

 

Loss (gain) on disposal of assets and impairment charges (b)

 

 

1,407

 

 

 

1,752

 

 

 

(15,291

)

 

 

5,137

 

Share-based compensation expense (c)

 

 

3,884

 

 

 

2,149

 

 

 

10,878

 

 

 

8,262

 

Income from equity investment (d)

 

 

(48

)

 

 

(29

)

 

 

(95

)

 

 

(79

)

Fuel and franchise taxes received in arrears (e)

 

 

 

 

 

(862

)

 

 

 

 

 

(1,427

)

Adjustment to contingent consideration (f)

 

 

(1,541

)

 

 

(706

)

 

 

(1,816

)

 

 

(998

)

Expenses related to wage and hour claim settlement (g)

 

 

28

 

 

 

 

 

 

2,051

 

 

 

 

Other (h)

 

 

(300

)

 

 

14

 

 

 

(248

)

 

 

(957

)

Adjusted EBITDA

 

$

75,161

 

 

$

78,777

 

 

$

182,954

 

 

$

192,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional information

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash rent expense (i)

 

$

2,995

 

 

$

3,634

 

 

$

9,405

 

 

$

10,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 in the second quarter of 2025 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 the Company's employees and members of the Board.

 

(d) Eliminates the Company's share of income attributable to its 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 the Company does 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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

744,405

 

 

$

929,783

 

 

$

2,183,194

 

 

$

2,730,583

 

Merchandise revenue

 

389,727

 

 

 

469,616

 

 

 

1,144,338

 

 

 

1,358,519

 

Other revenues, net

 

14,715

 

 

 

16,082

 

 

 

43,884

 

 

 

49,496

 

Total revenues

 

1,148,847

 

 

 

1,415,481

 

 

 

3,371,416

 

 

 

4,138,598

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

640,278

 

 

 

812,693

 

 

 

1,885,922

 

 

 

2,402,579

 

Merchandise costs

 

258,248

 

 

 

315,597

 

 

 

760,804

 

 

 

913,823

 

Site operating expenses

 

172,851

 

 

 

202,097

 

 

 

526,699

 

 

 

602,664

 

Total operating expenses

 

1,071,377

 

 

 

1,330,387

 

 

 

3,173,425

 

 

 

3,919,066

 

Operating income

$

77,470

 

 

$

85,094

 

 

$

197,991

 

 

$

219,532

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

Wholesale Segment

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

725,990

 

 

$

720,646

 

 

$

2,052,153

 

 

$

2,147,853

 

Other revenues, net

 

13,697

 

 

 

6,751

 

 

 

36,550

 

 

 

20,459

 

Total revenues

 

739,687

 

 

 

727,397

 

 

 

2,088,703

 

 

 

2,168,312

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

700,922

 

 

 

697,286

 

 

 

1,981,649

 

 

 

2,079,777

 

Site operating expenses

 

14,637

 

 

 

9,817

 

 

 

41,054

 

 

 

28,682

 

Total operating expenses

 

715,559

 

 

 

707,103

 

 

 

2,022,703

 

 

 

2,108,459

 

Operating income

$

24,128

 

 

$

20,294

 

 

$

66,000

 

 

$

59,853

 

 

 

 

 

 

 

 

 

 

 

 

 

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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

122,692

 

 

$

125,933

 

 

$

359,219

 

 

$

398,266

 

Other revenues, net

 

2,240

 

 

 

2,335

 

 

 

6,603

 

 

 

7,004

 

Total revenues

 

124,932

 

 

 

128,268

 

 

 

365,822

 

 

 

405,270

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

105,952

 

 

 

109,752

 

 

 

309,409

 

 

 

350,309

 

Site operating expenses

 

6,769

 

 

 

5,876

 

 

 

20,131

 

 

 

18,861

 

Total operating expenses

 

112,721

 

 

 

115,628

 

 

 

329,540

 

 

 

369,170

 

Operating income

$

12,211

 

 

$

12,640

 

 

$

36,282

 

 

$

36,100

 

 

 

 

 

 

 

 

 

 

 

 

 

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