| SEC Schedule, Article 12-04, Condensed Financial Information of Registrant |
SCHEDULE I
ARKO Corp. (Parent Company Only)
Condensed Balance Sheets
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2025 |
|
|
2024 |
|
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,577 |
|
|
$ |
25,137 |
|
Other current assets |
|
|
15,017 |
|
|
|
13,885 |
|
Total current assets |
|
|
17,594 |
|
|
|
39,022 |
|
Non-current assets: |
|
|
|
|
|
|
Investment in subsidiaries |
|
|
409,170 |
|
|
|
373,753 |
|
Loans to subsidiaries |
|
|
420,000 |
|
|
|
450,000 |
|
Deferred tax asset |
|
|
2,780 |
|
|
|
2,384 |
|
Total assets |
|
$ |
849,544 |
|
|
$ |
865,159 |
|
Liabilities |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Long-term debt, current portion |
|
$ |
556 |
|
|
$ |
587 |
|
Other current liabilities |
|
|
4,889 |
|
|
|
11,363 |
|
Total current liabilities |
|
|
5,445 |
|
|
|
11,950 |
|
Non-current liabilities: |
|
|
|
|
|
|
Long-term debt, net |
|
|
446,137 |
|
|
|
445,263 |
|
Loans from subsidiaries |
|
|
30,000 |
|
|
|
30,000 |
|
Other non-current liabilities |
|
|
723 |
|
|
|
1,080 |
|
Total liabilities |
|
$ |
482,305 |
|
|
$ |
488,293 |
|
|
|
|
|
|
|
|
Series A redeemable preferred stock |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
267,239 |
|
|
|
276,866 |
|
Total liabilities, redeemable preferred stock and shareholders' equity |
|
$ |
849,544 |
|
|
$ |
865,159 |
|
The accompanying notes are an integral part of the condensed financial statements.
SCHEDULE I
ARKO Corp. (Parent Company Only)
Condensed Statements of Operations
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
Income: |
|
|
|
|
|
|
|
|
|
Income from loans to subsidiaries and other investee, net |
|
$ |
20,622 |
|
|
$ |
22,904 |
|
|
$ |
23,063 |
|
|
|
|
20,622 |
|
|
|
22,904 |
|
|
|
23,063 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
6,823 |
|
|
|
8,390 |
|
|
|
7,419 |
|
Other expenses |
|
|
— |
|
|
|
44 |
|
|
|
— |
|
Income before interest and financial income |
|
|
13,799 |
|
|
|
14,470 |
|
|
|
15,644 |
|
Interest and other financial income |
|
|
8,696 |
|
|
|
14,531 |
|
|
|
14,314 |
|
Interest and other financial expenses |
|
|
(23,961 |
) |
|
|
(23,924 |
) |
|
|
(25,106 |
) |
(Loss) income before income taxes |
|
|
(1,466 |
) |
|
|
5,077 |
|
|
|
4,852 |
|
Income tax benefit (expense) |
|
|
2,041 |
|
|
|
4,721 |
|
|
|
(249 |
) |
Equity income from subsidiaries |
|
|
22,169 |
|
|
|
11,047 |
|
|
|
29,766 |
|
Net income |
|
$ |
22,744 |
|
|
$ |
20,845 |
|
|
$ |
34,369 |
|
Series A redeemable preferred stock dividends |
|
|
(5,750 |
) |
|
|
(5,750 |
) |
|
|
(5,750 |
) |
Net income attributable to common shareholders |
|
$ |
16,994 |
|
|
$ |
15,095 |
|
|
$ |
28,619 |
|
The accompanying notes are an integral part of the condensed financial statements.
SCHEDULE I
ARKO Corp. (Parent Company Only)
Condensed Statements of Cash Flows
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
22,744 |
|
|
$ |
20,845 |
|
|
$ |
34,369 |
|
Adjustments to reconcile net income to net cash (used in)
provided by operating activities: |
|
|
|
|
|
|
|
|
|
Equity income from subsidiaries |
|
|
(22,169 |
) |
|
|
(11,047 |
) |
|
|
(29,766 |
) |
Deferred income taxes |
|
|
(396 |
) |
|
|
(3,320 |
) |
|
|
298 |
|
Amortization of deferred financing costs and debt discount |
|
|
874 |
|
|
|
831 |
|
|
|
785 |
|
Gain from issuance of shares as payment of deferred consideration
related to business acquisition |
|
|
— |
|
|
|
(2,681 |
) |
|
|
— |
|
Share-based compensation |
|
|
1,295 |
|
|
|
1,693 |
|
|
|
1,172 |
|
Fair value adjustment of financial liabilities |
|
|
(8,032 |
) |
|
|
(11,338 |
) |
|
|
(10,520 |
) |
Other operating activities, net |
|
|
— |
|
|
|
— |
|
|
|
(116 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
(Increase) decrease in other current assets |
|
|
(107 |
) |
|
|
24,679 |
|
|
|
4,856 |
|
Increase (decrease) in other current liabilities |
|
|
1,622 |
|
|
|
1,193 |
|
|
|
(2,910 |
) |
Net cash (used in) provided by operating activities |
|
|
(4,169 |
) |
|
|
20,855 |
|
|
|
(1,832 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Common stock repurchased |
|
|
(27,964 |
) |
|
|
(31,989 |
) |
|
|
(33,694 |
) |
Dividends paid on common stock |
|
|
(13,622 |
) |
|
|
(14,015 |
) |
|
|
(14,272 |
) |
Dividends paid on redeemable preferred stock |
|
|
(5,750 |
) |
|
|
(5,750 |
) |
|
|
(5,750 |
) |
Repayment of loans to subsidiaries |
|
|
30,000 |
|
|
|
— |
|
|
|
— |
|
Loans from subsidiaries |
|
|
— |
|
|
|
30,000 |
|
|
|
— |
|
Payment of Ares Put Option |
|
|
— |
|
|
|
— |
|
|
|
(9,808 |
) |
Repayment of long-term debt |
|
|
(1,055 |
) |
|
|
(1,184 |
) |
|
|
(1,145 |
) |
Net cash used in financing activities |
|
|
(18,391 |
) |
|
|
(22,938 |
) |
|
|
(64,669 |
) |
Net decrease in cash and cash equivalents and
restricted cash |
|
|
(22,560 |
) |
|
|
(2,083 |
) |
|
|
(66,501 |
) |
Cash and cash equivalents, beginning of year |
|
|
25,137 |
|
|
|
27,220 |
|
|
|
93,721 |
|
Cash and cash equivalents, end of year |
|
$ |
2,577 |
|
|
$ |
25,137 |
|
|
$ |
27,220 |
|
The accompanying notes are an integral part of the condensed financial statements.
SCHEDULE I
ARKO Corp. (Parent Company Only)
Condensed Statements of Cash Flows (cont’d)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
Supplementary cash flow information: |
|
|
|
|
|
|
|
|
|
Cash received for interest |
|
$ |
23,128 |
|
|
$ |
23,575 |
|
|
$ |
25,623 |
|
Cash paid for interest |
|
|
24,738 |
|
|
|
23,084 |
|
|
|
23,089 |
|
Supplementary noncash activities: |
|
|
|
|
|
|
|
|
|
Prepaid insurance premiums financed through notes payable |
|
|
1,024 |
|
|
|
1,101 |
|
|
|
671 |
|
Issuance of shares as payment of deferred consideration related to business
acquisition |
|
|
— |
|
|
|
22,319 |
|
|
|
— |
|
The accompanying notes are an integral part of the condensed financial statements.
ARKO Corp. (Parent Company Only)
Notes to Condensed Financial Statements
1. General
The condensed financial statements represent the financial information required by SEC Regulation S-X Rule 5-04 for ARKO Corp. (the “Company”), which requires the inclusion of parent company only financial statements if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year. As of December 31, 2025, the Company’s restricted net assets of its consolidated subsidiary, GPM Investments, LLC (“GPM”), were approximately $740.8 million and exceeded 25% of the Company’s total consolidated net assets. The primary restrictions as of December 31, 2025 were driven by GPM’s financing agreement with PNC which restrict the transfer of non-cash assets from GPM to the Company. This financing agreement also includes restrictions on distributions according to which, among other things, GPM’s ability to distribute is subject to certain conditions as defined in the underlying agreement. For more information about GPM’s financing agreement with PNC, refer to Note 13 to the consolidated financial statements.
2. Summary of Significant Accounting Policies
The accompanying condensed financial statements have been prepared to present the financial position, results of operations and cash flows of the Company on a stand-alone basis as a holding company. Investments in subsidiaries are accounted for using the equity method. The condensed parent company only financial statements should be read in conjunction with the Company's consolidated financial statements.
3. Long-Term Debt
Senior Notes
On October 21, 2021, the Company issued $450 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”), which are guaranteed, jointly and severally on an unsecured senior basis, by certain of the Company’s domestic subsidiaries. Refer to Note 13 to the consolidated financial statements for further details.
Insurance Premium Notes
The debt outstanding related to premium financing agreements are due within one year. Refer to Note 13 to the consolidated financial statements for further details.
|