EX-99.1 2 arko-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

ARKO Corp. Reports First 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 first quarter ended March 31, 2025.

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

 

Net loss for the quarter was $12.7 million compared to a net loss of $0.6 million.
Adjusted EBITDA for the quarter was $30.9 million compared to $33.2 million.
Merchandise margin for the quarter increased to 33.2% compared to 32.5%.
Merchandise contribution for the quarter was $117.6 million compared to $134.9 million; more than half of the merchandise contribution decline for the quarter was associated with the Company's accretive dealerization program.
Retail fuel margin for the quarter was 37.9 cents per gallon compared to 36.4 cents per gallon.
Retail fuel contribution for the quarter was $85.3 million compared to $92.9 million; more than half of the retail fuel contribution decline for the quarter was associated with the Company's accretive dealerization program.

 

Other Key Highlights

As part of the Company’s developing transformation plan, the Company converted 59 retail stores to dealer sites during the three months ended March 31, 2025. In April of 2025, the Company converted 18 additional retail stores to dealer sites and plans to convert a meaningful number of additional stores throughout 2025. The Company continues to expect that, at scale, this channel optimization will yield a cumulative annualized operating income benefit in excess of $20 million.
The Company advanced its store remodeling initiative, which is expected to include an expanded and refined merchandise assortment with an enhanced in-store experience and a focus on food. These remodels are designed to elevate the customer experience through improved store layout and convenience. The Company began construction of the first of its seven planned pilot remodels in early May 2025 and expects to begin construction on the second pilot remodel in mid-May 2025.
In the first quarter of 2025, the Company opened a new Dunkin' store and a fastmarket(R) location. Additionally, the Company expects to open four NTI (new-to-industry) stores in the second half of 2025. Three of these NTIs have started construction, with one store awaiting a final permit.
On March 12, 2025, the Company started its Fueling America's Future campaign in its stores, centered around providing enrolled loyalty customers with both value promotions inside the store and significant discounts at the pump.
The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on May 30, 2025 to stockholders of record as of May 19, 2025.

 

“Despite a pressured consumer environment, we effectively navigated ongoing macroeconomic headwinds in the first quarter,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “We delivered results above the midpoint of our guidance, underscoring our commitment to execution with discipline and remaining focused on what we can control. This quarter, we also faced incremental pressure from adverse weather conditions in January and

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).


 

 

February, which impacted sales and increased snow removal expenses across key regions, and from lapping of a leap day in the first quarter of the prior year. We also continued to advance key elements of our transformation strategy - converting company-operated retail stores to dealer sites, advancing our NTI store rollout, and enhancing customer engagement through food service and targeted loyalty initiatives both in-store and at the pump. We remain focused on executing across the business while keeping our long-term strategic priorities firmly in view.”

 

Mr. Kotler continued: “As we move forward in 2025, we remain committed to driving shareholder returns. We repurchased 1.3 million shares during the first quarter, with substantially all of those repurchases executed in March. We are focused on using all available tools to support long-term value creation and taking a disciplined approach to capital deployment. These actions reflect our commitment to shareholders and represent a strategic and thoughtful path to delivering meaningful returns.”

 

First Quarter 2025 Segment Highlights

Retail

 

For the Three Months
Ended March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold

 

225,063

 

 

 

255,464

 

Same store fuel gallons sold decrease (%) 1

 

(6.2

%)

 

 

(6.7

%)

Fuel contribution 2

$

85,273

 

 

$

92,933

 

Fuel margin, cents per gallon 3

 

37.9

 

 

 

36.4

 

Same store fuel contribution 1,2

$

83,027

 

 

$

86,275

 

Same store merchandise sales decrease (%) 1

 

(6.9

%)

 

 

(4.1

%)

Same store merchandise sales excluding cigarettes decrease (%) 1

 

(5.2

%)

 

 

(3.0

%)

Merchandise revenue

$

354,485

 

 

$

414,655

 

Merchandise contribution 4

$

117,570

 

 

$

134,918

 

Merchandise margin 5

 

33.2

%

 

 

32.5

%

Same store merchandise contribution 1,4

$

114,046

 

 

$

120,666

 

Same store site operating expenses 1

$

169,994

 

 

$

172,325

 

 

 

 

 

 

 

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 first quarter of 2025 decreased $17.3 million, or 12.9%, compared to the first quarter of 2024, while merchandise margin increased to 33.2% in the first quarter of 2025 compared to 32.5% in the prior year period. The decrease in merchandise contribution was due to a decrease of $12.8 million related to retail stores that were closed or converted to dealers in the trailing 12 month period and a decrease in same store merchandise contribution of $6.6 million, primarily caused by a decline in customer transactions reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which the Company operates. These decreases were partially offset by an increase in merchandise contribution of $1.8 million from the SpeedyQ acquisition that closed in April 2024. Merchandise contribution at same stores decreased in the first quarter of 2025 primarily due to lower contribution from several core destination categories and cigarettes.

 


 

 

Fuel contribution for the first quarter of 2025 decreased $7.7 million, or 8.2%, compared to the first quarter of 2024, with a same store fuel contribution decrease of $3.2 million attributable to gallon demand declines, reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which the Company operates. Fuel margin of 37.9 cents per gallon was up 1.5 cents per gallon compared to the first quarter of 2024. In addition, a decrease in retail fuel contribution of $5.8 million was related to retail stores that were closed or converted to dealers in the trailing 12 month period, partially offset by incremental fuel contribution from the SpeedyQ acquisition of approximately $1.3 million.

Wholesale

 

For the Three Months
Ended March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – fuel supply locations

 

191,077

 

 

 

186,731

 

Fuel gallons sold – consignment agent locations

 

36,515

 

 

 

37,504

 

Fuel contribution 1 – fuel supply locations

$

11,453

 

 

$

11,562

 

Fuel contribution 1 – consignment agent locations

$

8,594

 

 

$

9,168

 

Fuel margin, cents per gallon 2 – fuel supply locations

 

6.0

 

 

 

6.2

 

Fuel margin, cents per gallon 2 – consignment agent locations

 

23.5

 

 

 

24.4

 

 

 

 

 

 

 

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 first quarter of 2025, wholesale operating income increased $0.3 million, compared to the first 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 $20.0 million for the first quarter of 2025 compared to $20.7 million for the first quarter of 2024. Fuel contribution for the first quarter of 2025 at fuel supply locations decreased by $0.1 million, and fuel contribution at consignment agent locations decreased by $0.6 million, as compared to the prior year period, with fuel margin decreases of 0.2 cents per gallon and 0.9 cents per gallon, respectively, due principally to lower volumes at comparable wholesale sites primarily due to severe weather conditions in January and February 2025 in certain of the markets in which the Company operates, which was partially offset by incremental contribution from retail stores converted to dealers. For the first quarter of 2025, other revenues, net increased by approximately $3.5 million, and site operating expenses increased by $2.5 million in each case as compared to the first quarter of 2024, resulting primarily from retail stores which converted to dealers in the trailing 12 month period.

Fleet Fueling

 

For the Three Months
Ended March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – proprietary cardlock locations

 

31,918

 

 

 

33,449

 

Fuel gallons sold – third-party cardlock locations

 

3,175

 

 

 

3,199

 

Fuel contribution 1 – proprietary cardlock locations

$

14,706

 

 

$

13,669

 

Fuel contribution 1 – third-party cardlock locations

$

596

 

 

$

247

 

Fuel margin, cents per gallon 2 – proprietary cardlock locations

 

46.1

 

 

 

40.9

 

 


 

 

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

 

18.7

 

 

 

7.7

 

 

 

 

 

 

 

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 first quarter of 2025 increased by $1.4 million compared to the first quarter of 2024. At proprietary cardlocks, fuel contribution increased by $1.0 million, and fuel margin per gallon also increased for the first quarter of 2025 compared to the first 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 first quarter of 2025 compared to the first quarter of 2024, primarily due to the closure of underperforming third-party locations.

Site Operating Expenses

For the three months ended March 31, 2025, convenience store operating expenses decreased $20.8 million, or 10.5%, compared to the prior year period primarily due to a decrease of $22.2 million from retail stores that were closed or converted to dealers and a decrease in same store operating expenses of $2.3 million, or 1.4%, related to lower personnel costs and credit card fees, partially offset by higher snow removal expenses resulting from severe weather conditions in certain of the markets in which the Company operates. These decreases were partially offset by $3.3 million of incremental expenses related to the SpeedyQ acquisition that closed in April 2024.

Liquidity and Capital Expenditures

As of March 31, 2025, the Company’s total liquidity was approximately $847 million, consisting of approximately $265 million of cash and cash equivalents and approximately $582 million of availability under lines of credit. Outstanding debt was $880 million, resulting in net debt, excluding lease related financing liabilities, of approximately $615 million. Capital expenditures were approximately $27.4 million for the quarter ended March 31, 2025, including the purchase of a fee property, investments in NTI 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 May 30, 2025 to stockholders of record as of May 19, 2025.

During the quarter, the Company repurchased approximately 1.3 million shares of common stock under its previously announced repurchase program for approximately $5.2 million, or an average price of $4.01 per share. There was approximately $20.5 million remaining under the share repurchase program as of March 31, 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 March 31,

 

Retail Segment

2025

 

 

2024

 

Number of sites at beginning of period

 

1,389

 

 

 

1,543

 

Newly opened or reopened sites

 

2

 

 

 

1

 

Company-controlled sites converted to

 

 

 

 

 

 consignment or fuel supply locations, net

 

(59

)

 

 

 

Sites closed, divested or converted to rentals

 

(3

)

 

 

(4

)

Number of sites at end of period

 

1,329

 

 

 

1,540

 

 

 

For the Three Months
Ended March 31,

 

Wholesale Segment 1

2025

 

 

2024

 

Number of sites at beginning of period

 

1,922

 

 

 

1,825

 

Newly opened or reopened sites 2

 

6

 

 

 

9

 

Consignment or fuel supply locations converted

 

 

 

 

 

from Company-controlled sites, net

 

59

 

 

 

 

Closed or divested sites

 

(26

)

 

 

(18

)

Number of sites at end of period

 

1,961

 

 

 

1,816

 

 

 

 

 

 

 

1 Excludes bulk and spot purchasers.

 

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

 

 

 

For the Three Months
Ended March 31,

 

Fleet Fueling Segment

2025

 

 

2024

 

Number of sites at beginning of period

 

280

 

 

 

298

 

Newly opened or reopened sites

 

1

 

 

 

 

Closed or divested sites

 

(1

)

 

 

(2

)

Number of sites at end of period

 

280

 

 

 

296

 

 

Full Year and Second Quarter 2025 Guidance Range

The Company currently expects second 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, with an assumed range of average total retail fuel margin from 40 to 42 cents per gallon.

 

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, May 8, 2025, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 888-396-8049 or 416-764-8646.

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; 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 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.

[email protected]

 

Investor Contact

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

 

 


 

 

 

Condensed Consolidated Statements of Operations

 

 

For the Three Months Ended March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

Fuel revenue

$

1,446,916

 

 

$

1,631,332

 

Merchandise revenue

 

354,485

 

 

 

414,655

 

Other revenues, net

 

27,504

 

 

 

26,467

 

Total revenues

 

1,828,905

 

 

 

2,072,454

 

Operating expenses:

 

 

 

 

 

Fuel costs

 

1,325,056

 

 

 

1,502,302

 

Merchandise costs

 

236,915

 

 

 

279,737

 

Site operating expenses

 

199,981

 

 

 

218,931

 

General and administrative expenses

 

41,613

 

 

 

42,158

 

Depreciation and amortization

 

34,887

 

 

 

31,716

 

Total operating expenses

 

1,838,452

 

 

 

2,074,844

 

Other expenses, net

 

2,217

 

 

 

2,476

 

Operating loss

 

(11,764

)

 

 

(4,866

)

Interest and other financial income

 

9,475

 

 

 

22,014

 

Interest and other financial expenses

 

(23,326

)

 

 

(24,471

)

Loss before income taxes

 

(25,615

)

 

 

(7,323

)

Income tax benefit

 

12,922

 

 

 

6,707

 

Income from equity investment

 

21

 

 

 

22

 

Net loss attributable to ARKO Corp.

$

(12,672

)

 

$

(594

)

Series A redeemable preferred stock dividends

 

(1,418

)

 

 

(1,414

)

Net loss attributable to common shareholders

$

(14,090

)

 

$

(2,008

)

Net loss per share attributable to common
  shareholders – basic and diluted

$

(0.12

)

 

$

(0.02

)

Weighted average shares outstanding:

 

 

 

 

 

Basic and diluted

 

115,883

 

 

 

117,275

 

 

 


 

 

 

Condensed Consolidated Balance Sheets

 

 

March 31, 2025

 

 

December 31, 2024

 

 

(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

265,420

 

 

$

261,758

 

Restricted cash

 

24,117

 

 

 

30,650

 

Short-term investments

 

5,665

 

 

 

5,330

 

Trade receivables, net

 

110,046

 

 

 

95,832

 

Inventory

 

220,650

 

 

 

231,225

 

Other current assets

 

93,332

 

 

 

97,413

 

Total current assets

 

719,230

 

 

 

722,208

 

Non-current assets:

 

 

 

 

 

Property and equipment, net

 

744,524

 

 

 

747,548

 

Right-of-use assets under operating leases

 

1,366,100

 

 

 

1,386,244

 

Right-of-use assets under financing leases, net

 

155,360

 

 

 

157,999

 

Goodwill

 

299,973

 

 

 

299,973

 

Intangible assets, net

 

176,755

 

 

 

182,355

 

Equity investment

 

3,029

 

 

 

3,009

 

Deferred tax asset

 

83,075

 

 

 

67,689

 

Other non-current assets

 

54,509

 

 

 

53,633

 

Total assets

$

3,602,555

 

 

$

3,620,658

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Long-term debt, current portion

$

14,011

 

 

$

12,944

 

Accounts payable

 

196,847

 

 

 

190,212

 

Other current liabilities

 

167,337

 

 

 

159,239

 

Operating leases, current portion

 

73,250

 

 

 

71,580

 

Financing leases, current portion

 

11,486

 

 

 

11,515

 

Total current liabilities

 

462,931

 

 

 

445,490

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net

 

866,097

 

 

 

868,055

 

Asset retirement obligation

 

87,712

 

 

 

87,375

 

Operating leases

 

1,390,419

 

 

 

1,408,293

 

Financing leases

 

209,536

 

 

 

211,051

 

Other non-current liabilities

 

230,634

 

 

 

223,528

 

Total liabilities

 

3,247,329

 

 

 

3,243,792

 

 

 

 

 

 

 

Series A redeemable preferred stock

 

100,000

 

 

 

100,000

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

Common stock

 

12

 

 

 

12

 

Treasury stock

 

(113,514

)

 

 

(106,123

)

Additional paid-in capital

 

280,017

 

 

 

276,681

 

Accumulated other comprehensive income

 

9,119

 

 

 

9,119

 

Retained earnings

 

79,592

 

 

 

97,177

 

Total shareholders' equity

 

255,226

 

 

 

276,866

 

Total liabilities, redeemable preferred stock and equity

$

3,602,555

 

 

$

3,620,658

 

 

 


 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

 

For the Three Months Ended March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

$

(12,672

)

 

$

(594

)

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

 

 

 

 

 

Depreciation and amortization

 

34,887

 

 

 

31,716

 

Deferred income taxes

 

(15,386

)

 

 

(10,075

)

Loss on disposal of assets and impairment charges

 

1,528

 

 

 

2,664

 

Foreign currency loss

 

16

 

 

 

27

 

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

 

664

 

 

 

664

 

Amortization of deferred income

 

(4,990

)

 

 

(1,946

)

Accretion of asset retirement obligation

 

608

 

 

 

616

 

Non-cash rent

 

3,307

 

 

 

3,484

 

Charges to allowance for credit losses

 

217

 

 

 

327

 

Income from equity investment

 

(21

)

 

 

(22

)

Share-based compensation

 

3,336

 

 

 

3,329

 

Fair value adjustment of financial assets and liabilities

 

(7,059

)

 

 

(10,772

)

Other operating activities, net

 

20

 

 

 

624

 

Changes in assets and liabilities:

 

 

 

 

 

Increase in trade receivables

 

(14,431

)

 

 

(24,304

)

Decrease in inventory

 

10,575

 

 

 

188

 

Decrease in other assets

 

5,325

 

 

 

5,095

 

Increase in accounts payable

 

6,694

 

 

 

21,347

 

Increase (decrease) in other current liabilities

 

17,370

 

 

 

(4,152

)

Decrease in asset retirement obligation

 

(317

)

 

 

(55

)

Increase in non-current liabilities

 

13,731

 

 

 

3,631

 

Net cash provided by operating activities

 

43,402

 

 

 

12,755

 

Cash flows from investing activities:

 

 

 

 

 

Purchase of property and equipment

 

(27,392

)

 

 

(29,228

)

Proceeds from sale of property and equipment

 

473

 

 

 

2,039

 

Prepayment for acquisition

 

 

 

 

(1,000

)

Loans to equity investment, net

 

15

 

 

 

14

 

Net cash used in investing activities

 

(26,904

)

 

 

(28,175

)

Cash flows from financing activities:

 

 

 

 

 

Receipt of long-term debt, net

 

 

 

 

41,588

 

Repayment of debt

 

(5,690

)

 

 

(6,635

)

Principal payments on financing leases

 

(1,380

)

 

 

(1,135

)

Early settlement of deferred consideration related to business
  acquisition

 

 

 

 

(17,155

)

Common stock repurchased

 

(7,382

)

 

 

(31,921

)

Dividends paid on common stock

 

(3,495

)

 

 

(3,596

)

Dividends paid on redeemable preferred stock

 

(1,418

)

 

 

(1,414

)

Net cash used in financing activities

 

(19,365

)

 

 

(20,268

)

Net decrease in cash and cash equivalents and restricted cash

 

(2,867

)

 

 

(35,688

)

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

 

(4

)

 

 

(19

)

 


 

 

Cash and cash equivalents and restricted cash, beginning of period

 

292,408

 

 

 

241,421

 

Cash and cash equivalents and restricted cash, end of period

$

289,537

 

 

$

205,714

 

 

Supplemental Disclosure of Non-GAAP Financial Information

 

Reconciliation of EBITDA and Adjusted EBITDA

 

 

For the Three Months Ended March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Net loss

$

(12,672

)

 

$

(594

)

Interest and other financing expenses, net

 

13,851

 

 

 

2,457

 

Income tax benefit

 

(12,922

)

 

 

(6,707

)

Depreciation and amortization

 

34,887

 

 

 

31,716

 

EBITDA

 

23,144

 

 

 

26,872

 

Acquisition and divestiture costs (a)

 

1,150

 

 

 

680

 

Loss on disposal of assets and impairment charges (b)

 

1,528

 

 

 

2,664

 

Share-based compensation expense (c)

 

3,336

 

 

 

3,329

 

Income from equity investment (d)

 

(21

)

 

 

(22

)

Fuel and franchise taxes received in arrears (e)

 

 

 

 

(565

)

Adjustment to contingent consideration (f)

 

(66

)

 

 

18

 

Accrual related to potential wage and hour claim (g)

 

2,023

 

 

 

 

Other (h)

 

(239

)

 

 

189

 

Adjusted EBITDA

$

30,855

 

 

$

33,165

 

 

 

 

 

 

 

Additional information

 

 

 

 

 

Non-cash rent expense (i)

$

3,307

 

 

$

3,484

 

 

 

 

 

 

 

(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.

 

(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 to the contingent consideration owed to the seller for the 2020 Empire acquisition.

 

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

 

(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 March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

Fuel revenue

$

690,686

 

 

$

824,428

 

Merchandise revenue

 

354,485

 

 

 

414,655

 

Other revenues, net

 

14,547

 

 

 

16,679

 

Total revenues

 

1,059,718

 

 

 

1,255,762

 

Operating expenses:

 

 

 

 

 

Fuel costs 1

 

605,413

 

 

 

731,495

 

Merchandise costs

 

236,915

 

 

 

279,737

 

Site operating expenses

 

177,239

 

 

 

198,017

 

Total operating expenses

 

1,019,567

 

 

 

1,209,249

 

Operating income

$

40,151

 

 

$

46,513

 

 

 

 

 

 

 

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

 

 

The table below shows financial information and certain key metrics of the SpeedyQ Acquisition in the retail segment, for which there is no comparable information for the prior period.

 

 

For the Three Months Ended March 31, 2025

 

 

SpeedyQ 1

 

 

(in thousands)

 

Date of Acquisition:

Apr 9, 2024

 

Revenues:

 

 

Fuel revenue

$

9,220

 

Merchandise revenue

 

5,679

 

Other revenues, net

 

254

 

Total revenues

 

15,153

 

Operating expenses:

 

 

Fuel costs 2

 

7,951

 

Merchandise costs

 

3,874

 

Site operating expenses

 

3,281

 

Total operating expenses

 

15,106

 

Operating income

$

47

 

Fuel gallons sold

 

3,091

 

Fuel contribution 3

$

1,269

 

Merchandise contribution 4

$

1,805

 

Merchandise margin 5

 

31.8

%

 

 

 

1 Acquisition of 21 SpeedyQ retail stores.

 

2 Excludes the estimated fixed margin paid to GPMP for the cost of fuel.

 

3 Calculated as fuel revenue less fuel costs.

 

4 Calculated as merchandise revenue less merchandise costs.

 

5Calculated as merchandise contribution divided by merchandise revenue.

 

 

 


 

 

Wholesale Segment

 

For the Three Months
Ended March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

Fuel revenue

$

629,492

 

 

$

664,514

 

Other revenues, net

 

10,352

 

 

 

6,858

 

Total revenues

 

639,844

 

 

 

671,372

 

Operating expenses:

 

 

 

 

 

Fuel costs 1

 

609,445

 

 

 

643,784

 

Site operating expenses

 

11,769

 

 

 

9,299

 

Total operating expenses

 

621,214

 

 

 

653,083

 

Operating income

$

18,630

 

 

$

18,289

 

 

 

 

 

 

 

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 March 31,

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

Fuel revenue

$

118,406

 

 

$

132,193

 

Other revenues, net

 

2,118

 

 

 

2,385

 

Total revenues

 

120,524

 

 

 

134,578

 

Operating expenses:

 

 

 

 

 

Fuel costs 1

 

103,104

 

 

 

118,277

 

Site operating expenses

 

6,428

 

 

 

6,543

 

Total operating expenses

 

109,532

 

 

 

124,820

 

Operating income

$

10,992

 

 

$

9,758

 

 

 

 

 

 

 

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