RICHMOND, Va., Aug. 06, 2026 (GLOBE NEWSWIRE) -- ARKO Petroleum Corp. (Nasdaq: APC) ("APC" or the "Company"), one of the largest wholesale fuel distributors in the United States, today announced financial results for the second quarter ended June 30, 2026 and reaffirms full-year financial 2026 guidance.
Second Quarter 2026 Key Highlights (vs. Year-Ago Period) (1,2)
-- Net income for the quarter increased to $12.2 million compared to $10.0
million.
-- Adjusted EBITDA for the quarter increased to $39.8 million compared to
$38.3 million.
-- Net cash provided by operating activities for the quarter was $10.4
million compared to $23.2 million.
-- Discretionary Cash Flow for the quarter was $27.1 million compared to
$24.2 million.
-- Total debt, net was $184.7 million and Net Debt was $324.2 million, in
each case, as of June 30, 2026.
Strategic Acquisition Announcement
-- Today announced entering into an agreement to acquire the business of
U.S. Petroleum Partners, LLC ("USPP"), a vertically integrated fuel
supply and distribution platform serving customers throughout Great Lakes
region. The strategic transaction would meaningfully expand APC's
platform and accelerate the growth strategy outlined at the time of its
initial public offering.
-- The acquisition is expected to increase the Company's annual fuel volumes
by approximately 280 million gallons, or approximately 14% on a trailing
twelve-months basis, by adding more than 400 dealer locations and
meaningfully enhance the Company's commercial and operational scale.
-- The acquisition is expected to be accretive and add approximately $30
million of annual Adjusted EBITDA and enhance Discretionary Cash Flow,
further strengthening the Company's earnings diversification and cash
generation capability.
-- The acquisition is expected to strengthen supplier relationships, enhance
vertical integration and expand fee based earnings streams through the
addition of two fuel terminals and expanded transportation capabilities.
These assets are expected to create additional opportunities for future
earnings growth through increased throughput, operational synergies and
future acquisition opportunities.
-- The consideration at closing will consist of approximately $205 million
in cash plus the cost of inventory. Additionally, at closing the Company
will issue $30 million in APC Class A common stock that will be held in
escrow and released to the seller subject to the acquired business
achieving certain EBITDA-based financial targets of the acquired business
in the first four full quarters after closing.
Additional details regarding the transaction, including the strategic and financial highlights, can be found in a separate press release and investor presentation issued by the Company today and available on the Investor Relations section of the Company's website at www.arkopetroleum.com.
(1) See Use of Non-GAAP Measures below.
(2) All figures for fuel costs, fuel contribution and fuel margin per gallon (other than related party) exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
Other Key Highlights
-- As part of the ongoing transformation plan of the Company's controlling
stockholder, ARKO Corp. (Nasdaq: ARKO) ("ARKO Parent"), 21 ARKO retail
convenience stores that sell fuel ("ARKO Retail Sites") were converted to
dealer locations in the Company's wholesale segment during the second
quarter of 2026, bringing total conversions since program inception in
2024 to 471 sites. ARKO Parent has approximately 70 additional sites
committed either under letter of intent, under contract or already
converted since quarter end. The Company expects to complete these
conversions, along with additional conversions, throughout 2026 and into
2027.
-- The Company is targeting opening 20 new fleet fueling locations in 2026,
of which one opened in March 2026, two opened in July 2026, and 17 are in
process, reflecting the attractive, durable cash flow profile of its
fleet fueling business.
-- The Board of Directors declared a quarterly dividend of $0.50 per share
of common stock to be paid on August 28, 2026 to stockholders of record
as of August 18, 2026, which is consistent with an expected annual
dividend rate of $2.00 per share.
"APC delivered another quarter of strong execution, highlighted by growth in Adjusted EBITDA and Discretionary Cash Flow," said Arie Kotler, Chairman, President and Chief Executive Officer of APC. "We saw growth in operating income across all three of our segments, which we believe underscores the resilience of our platform, enabling us to perform even during volatile market conditions. Our strong first-half results reinforce our confidence in the stability of our cash flow generation, and we believe that we remain well positioned to deliver on our full-year guidance."
Mr. Kotler continued "We also announced that we agreed to acquire the business of U.S. Petroleum Partners, which represents an important milestone in our growth story. We intentionally positioned APC with a strong balance sheet, significant liquidity and financial flexibility at the time of our IPO so we could pursue accretive and highly strategic opportunities like this one. This transaction is expected to expand our predominantly fee-based and fixed-margin earnings profile, enhance our cash flow generation capabilities and strengthen our ability to create long-term value for shareholders. Combined with our continued organic growth initiatives and disciplined capital allocation strategy, we believe APC is entering an exciting new phase of growth."
Second Quarter 2026 Segment Highlights
Wholesale Segment
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- ---------------------
2026 2025 2026 2025
----------- -------- ----------- --------
(in thousands)
Fuel gallons
sold -- fuel
supply
locations 203,578 213,529 401,978 404,606
Fuel gallons
sold --
consignment
agent
locations 37,183 38,929 72,723 75,444
Fuel
contribution(1)
-- fuel supply
locations $ 15,511 $ 13,484 $ 28,173 $ 24,937
Fuel
contribution(1)
-- consignment
agent
locations $ 10,810 $ 11,905 $ 21,039 $ 20,499
Fuel margin,
cents per
gallon(2) --
fuel supply
locations 7.6 6.3 7.0 6.2
Fuel margin,
cents per
gallon(2) --
consignment
agent
locations 29.1 30.6 28.9 27.2
(1) Calculated as fuel revenue less fuel costs; excludes
the fixed margin or fixed fee paid to the GPMP segment
for the cost of fuel.
(2) Calculated as fuel contribution divided by fuel
gallons sold.
Note: Comparable wholesale sites exclude wholesale
sites added through ARKO Retail Sites converted to
dealer locations until the first quarter in which
these sites had a full quarter of wholesale activity
in the prior year. Refer toUse of Non-GAAP Measuresbelow.
For the second quarter of 2026, wholesale operating income increased by $1.6 million compared to the second quarter of 2025 as a result of additional operating income from ARKO Retail Sites converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites.
For the second quarter of 2026, fuel contribution increased by $0.9 million compared to the second quarter of 2025. Fuel contribution for the second quarter of 2026 at fuel supply locations increased by $2.0 million due to incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel margin per gallon at fuel supply locations increased 1.3 cents per gallon compared to the second quarter of 2025, primarily as a result of increased prompt pay discounts related to higher fuel costs.
Fuel contribution for the second quarter of 2026 at consignment agent locations decreased $1.1 million due to reduced fuel contribution at comparable wholesale sites, which was partially offset by $0.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel margin per gallon at consignment agent locations decreased 1.5 cents per gallon compared to the second quarter of 2025, primarily due to margin compression during the second quarter of 2026, as market prices declined more quickly than the Company's weighted average inventory cost.
For the second quarter of 2026, other revenues, net increased by $4.5 million, and site operating expenses increased by $4.2 million, in each case as compared to the second quarter of 2025, resulting primarily from ARKO Retail Sites converted to dealer locations.
Fleet Fueling Segment
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- ---------------------
2026 2025 2026 2025
----------- -------- ----------- --------
(in thousands)
Fuel gallons
sold --
proprietary
cardlock
locations 32,703 32,997 63,220 64,915
Fuel gallons
sold --
third-party
cardlock
locations 3,713 3,293 7,159 6,468
Fuel
contribution(1)
-- proprietary
cardlock
locations $ 16,755 $ 17,070 $ 32,697 $ 31,776
Fuel
contribution(1)
-- third-party
cardlock
locations $ 330 $ 698 $ 1,133 $ 1,294
Fuel margin,
cents per
gallon(2) --
proprietary
cardlock
locations 51.2 51.7 51.7 49.0
Fuel margin,
cents per
gallon(2) --
third-party
cardlock
locations 9.0 21.2 15.9 20.0
(1) Calculated as fuel revenue less fuel costs; excludes
the fixed margin or fixed fee paid to the GPMP segment
for the cost of fuel.
(2) Calculated as fuel contribution divided by fuel
gallons sold.
For the second quarter of 2026, fuel contribution decreased by $0.7 million compared to the second quarter of 2025. At proprietary cardlocks, fuel contribution decreased by $0.3 million, and fuel margin per gallon also decreased for the second quarter of 2026 compared to the second quarter of 2025. At third-party cardlock locations, fuel contribution decreased $0.4 million, and fuel margin per gallon decreased for the second quarter of 2026 compared to the second quarter of 2025. These decreases were primarily due to higher than average fuel margins in the prior year, as well as margin compression during the second quarter of 2026, as indexed prices declined more quickly than the weighted average inventory cost.
GPMP Segment
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- ---------------------
2026 2025 2026 2025
----------- -------- ----------- --------
(in thousands)
Fuel gallons
sold --
inter-segment 277,313 246,703 532,655 469,561
Fuel gallons
sold -- related
party
locations 191,395 225,325 374,127 436,985
Fuel
contribution(1)
-- related
party
locations $ 11,458 $ 11,266 $ 22,423 $ 21,849
Fuel margin,
cents per
gallon(2) --
related party
locations 6.0 5.0 6.0 5.0
(1) Calculated as fuel revenue less fuel costs(.)
(2) Calculated as fuel contribution divided by fuel
gallons sold.
For the second quarter of 2026, fuel revenue -- related party increased by $111.9 million, or 18.5%, compared to the second quarter of 2025, resulting primarily from an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, which was partially offset by a 33.9 million, or 15.1%, decrease in gallons sold, reflecting the challenging macroeconomic environment as well as ARKO Retail Sites converted to dealer locations.
Fuel contribution -- related party increased by $0.2 million for the second quarter of 2026 compared to the second quarter of 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the second quarter of 2025 to 6.0 cents per gallon sold for the second quarter of 2026, partially offset by fewer gallons sold to ARKO Retail Sites.
Liquidity and Capital Expenditures
As of June 30, 2026, the Company's total liquidity was approximately $724 million, consisting of approximately $15 million of cash and cash equivalents and approximately $709 million of availability under the Company's lines of credit. Total debt, net was approximately $184.7 million, resulting in Net Debt (as defined below) of approximately $324.2 million. For the quarter ended June 30, 2026, maintenance capital expenditures were $2.7 million and growth capital expenditures were $7.1 million, including the investments in new fleet fueling locations, purchase of fuel dispensers and other investments in the Company's sites.
Quarterly Dividend
The Company's ability to return cash to its stockholders through its cash dividend 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 $0.50 per share of common stock to be paid on August 28, 2026 to stockholders of record as of August 18, 2026. This dividend is consistent with an expected annual dividend rate of $2.00 per share.
Segment Update
The following tables present certain information regarding changes in the wholesale, fleet fueling and GPMP segments for the periods presented:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- --------------------
Wholesale
Segment(1) 2026 2025 2026 2025
---------- --------- --------- --------
Number of sites
at beginning of
period 2,126 1,961 2,099 1,922
Newly opened or
reopened
sites(2) 13 4 24 10
ARKO Retail
Sites converted
to dealer
locations 21 70 62 129
Closed or
divested sites (31) (21) (56) (47)
---------- --------- --------- --------
Number of sites
at end of
period 2,129 2,014 2,129 2,014
========== ========= ========= ========
(1) Excludes bulk and spot purchasers.
(2) Includes all signed fuel supply agreements irrespective
of fuel distribution commencement date.
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------ ----------------------
Fleet Fueling
Segment 2026 2025 2026 2025
--------- -------- -------- --------
Number of sites
at beginning of
period 292 280 295 280
Newly opened or
reopened sites -- 8 1 9
Closed or
divested sites (2) (1) (6) (2)
--------- -------- -------- --------
Number of sites
at end of
period 290 287 290 287
========= ======== ======== ========
For the Three
Months Ended June For the Six Months
30, Ended June 30,
------------------- -------------------
GPMP Segment --
related party sites
(ARKO Retail Sites) 2026 2025 2026 2025
-------- -------- -------- --------
Number of sites at
beginning of
period 1,056 1,296 1,095 1,356
Newly opened or
reopened sites 1 -- 3 1
ARKO Retail Sites
converted to dealer
locations (21) (70) (62) (129)
Sites closed,
divested or
converted to
rental (2) -- (2) (2)
-------- -------- -------- --------
Number of sites at
end of period 1,034 1,226 1,034 1,226
======== ======== ======== ========
Full Year 2026 Guidance
The Company is reaffirming its guidance disclosed in March 2026, and currently expects full year 2026 Adjusted EBITDA and Discretionary Cash Flow to be approximately $156 million and approximately $110 million, respectively.
The Company is not currently providing reconciliations of Adjusted EBITDA to net income or Discretionary Cash Flow to net cash provided by operating activities for the year ending December 31, 2026 due to the unavailability of certain required inputs for providing forecasts of such GAAP measures, and the related reconciliations, that are not available without unreasonable efforts, including depreciation and amortization related to the Company's capital allocation as part of the Company's focus on strategic and organic growth, as well as inputs related to working capital adjustments.
Conference Call and Webcast Details
The Company will host a conference call today, August 6, 2026, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-407-8306 or 201-689-8481.
A simultaneous, live webcast will also be available on the Investor Relations section of the Company's website at https://www.arkopetroleum.com/news-events/ir-calendar. The webcast will be archived for 30 days.
About ARKO Petroleum Corp.
ARKO Petroleum Corp. (Nasdaq: APC) is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying approximately 2 billion gallons of fuel annually to customers in approximately 3,500 locations in the District of Columbia and more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern, and Southwestern United States. We are engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the retail convenience stores that sell fuel operated by ARKO Corp., our parent company (Nasdaq: ARKO), one of the largest operators of convenience stores in the United States. To learn more about APC, visit: www.arkopetroleum.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 successfully integrate business that it may acquire, including the business of USPP; the Company's ability to achieve the benefits that it expects to realize as a result of its acquisitions, including the business of USPP; the potential negative impact on the Company's financial condition and results of operations if it fails to achieve the benefits that it expects to realize as a result of its business acquisitions, including the business of USPP; liabilities of the businesses that the Company acquires that are not known to the Company; the Company's ability to maintain the listing of its Class A common stock 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 ARKO's transformation plan and its effect on the Company, 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 "comparable wholesale sites" basis, which is a non-GAAP measure. Information disclosed on a "comparable wholesale sites" basis excludes wholesale sites added through ARKO Retail Sites converted to dealer locations 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. 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 before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, 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.
The Company defines Net Debt as the sum of total debt, net, financing leases and financial liabilities, less cash and cash equivalents. Net Debt is used by management to measure the effective level of our indebtedness.
The Company defines the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing Net Debt by Adjusted EBITDA. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by management to evaluate the Company's access to liquidity, and the Company believes it provides useful information for investors as a representation of its financial strength by presenting the sustainability of its debt levels and its ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze the Company's operating performance.
The Company defines Discretionary Cash Flow as net cash provided by operating activities, (i) less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent expense, and (ii) plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income). Discretionary Cash Flow will not reflect changes in working capital balances. Discretionary Cash Flow is a liquidity measure the Company and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess its ability to internally fund its acquisitions, pay dividends, and service or incur additional debt. The Company believes that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating its liquidity.
EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income and net cash provided by operating activities. 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, comparable wholesale sites, EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow, 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.
Reconciliations of forward looking non-GAAP measures related to the business of USPP following its acquisition included in this press release to the corresponding GAAP financial measures are not included due to variability and difficulty in making accurate forecasts and projections, particularly in light of potential changes in USPP's business following its acquisition, as well as, because certain information is not currently ascertainable or accessible, and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information, nor can the Company accurately predict all the components of the applicable non-GAAP financial measures and reconciling adjustments thereto; accordingly, the corresponding GAAP measures may be materially different than the non-GAAP measures. Such forward-looking information is also subject to uncertainty and various risks, including those set forth in the risk factors discussed above, and there can be no assurance that any forecasted results or conditions will actually be achieved.
Company and Investor Contact
Priya Trivedi
ARKO Petroleum Corp.
investors@arkopetroleum.com
Condensed Consolidated Statements of Operations
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
----------------------- -----------------------
2026 2025 2026 2025
---------- ---------- ---------- ----------
(in thousands, except per share amounts)
Revenues:
Fuel revenue $1,098,919 $ 820,871 $1,906,517 $1,577,669
Fuel revenue --
related party 716,008 604,065 1,230,492 1,178,481
Other revenues,
net 20,291 15,229 39,393 28,186
Other revenues,
net -- related
party 3,370 3,219 6,551 6,374
--------- --------- --------- ---------
Total revenues 1,838,588 1,443,384 3,182,953 2,790,710
Operating
expenses:
Fuel costs 1,054,762 776,847 1,821,904 1,497,058
Fuel costs --
related party 704,550 592,799 1,208,069 1,156,632
Site operating
expenses,
including
allocated
expenses 28,786 25,389 55,714 47,406
General and
administrative
expenses,
including
allocated
expenses 11,764 10,392 22,578 21,140
Depreciation
and
amortization,
including
allocated
expenses 14,716 13,301 29,503 26,804
--------- --------- --------- ---------
Total operating
expenses 1,814,578 1,418,728 3,137,768 2,749,040
--------- --------- --------- ---------
Other expenses,
net 489 882 1,552 2,077
--------- --------- --------- ---------
Operating income 23,521 23,774 43,633 39,593
Interest and
other
financial
income,
including
allocated
income 261 87 470 225
Interest and
other
financial
expenses,
including
allocated
expenses (7,435) (10,443) (16,671) (20,193)
--------- --------- --------- ---------
Income before
income taxes 16,347 13,418 27,432 19,625
Income tax
expense (4,111) (3,390) (7,114) (5,064)
--------- --------- --------- ---------
Net income $ 12,236 $ 10,028 $ 20,318 $ 14,561
========= ========= ========= =========
Net income per
share -- basic $ 0.26 $ 0.29 $ 0.46 $ 0.42
Net income per
share -- diluted $ 0.26 $ 0.29 $ 0.46 $ 0.42
Weighted average
shares
outstanding:
Basic 47,570 35,000 44,373 35,000
Diluted 47,604 35,000 44,390 35,000
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
2026 2025
--------------------- --------------------
(in thousands)
Assets
Current assets:
Cash and cash
equivalents $ 14,563 $ 15,556
Trade receivables, net 142,048 80,832
Inventory 29,945 23,093
Other current assets 57,214 43,054
----------------- ----------------
Total current assets 243,770 162,535
Non-current assets:
Property and equipment,
net 267,263 262,743
Right-of-use assets
under operating leases 446,970 415,179
Right-of-use assets
under financing leases,
net 62,847 62,739
Goodwill 76,687 76,687
Intangible assets, net 143,917 154,326
Deferred tax asset 72,335 70,934
Other non-current assets 71,548 68,331
----------------- ----------------
Total assets $ 1,385,337 $ 1,273,474
----------------- ----------------
Liabilities
Current liabilities:
Long-term debt, current
portion $ 1,306 $ 6,783
Accounts payable 108,813 75,224
Other current
liabilities 64,881 53,586
Operating leases,
current portion 29,543 27,820
Financing leases,
current portion 2,346 2,095
----------------- ----------------
Total current liabilities 206,889 165,508
Non-current liabilities:
Long-term debt, net 183,404 385,247
Asset retirement
obligation 50,468 47,571
Operating leases 470,301 431,364
Financing leases 96,499 94,638
Other non-current
liabilities 119,999 113,031
----------------- ----------------
Total liabilities 1,127,560 1,237,359
----------------- ----------------
Total net investment -- 36,115
Total stockholders' equity 257,777 --
----------------- ----------------
Total liabilities and
stockholders' equity /
total net investment $ 1,385,337 $ 1,273,474
----------------- ----------------
Condensed Consolidated Statements of Cash
Flows
(Unaudited)
For the Three
Months Ended June For the Six Months
30, Ended June 30,
------------------- --------------------
2026 2025 2026 2025
-------- -------- --------- --------
(in thousands)
Cash flows from
operating
activities:
Net income $ 12,236 $ 10,028 $ 20,318 $ 14,561
Adjustments to
reconcile net
income to net cash
provided by
operating
activities:
Depreciation
and
amortization 14,716 13,301 29,503 26,804
Deferred income
taxes 2,083 (155) 2,478 (2,024)
Loss on
disposal of
assets and
impairment
charges, net 371 1,122 826 2,292
Amortization of
deferred
financing
costs 630 369 1,142 741
Amortization of
deferred
income (2,446) (2,364) (4,853) (4,508)
Amortization of
prepaid to
related party 739 1,031 1,503 2,115
Accretion of
asset
retirement
obligation 312 282 642 531
Non-cash rent 265 746 441 1,472
Charges to
allowance for
credit losses 342 338 621 544
Share-based
compensation 1,046 240 1,394 502
Fair value
adjustment of
financial
assets and
liabilities 54 140 54 171
Other operating
activities,
net -- (232) -- (212)
Changes in
assets and
liabilities:
Decrease
(increase)
in trade
receivables 9,103 (2,134) (61,837) (16,454)
Decrease
(increase)
in
inventory 145 765 (6,852) 1,508
Increase in
other
assets (6,516) (4,048) (11,459) (4,193)
Increase in
related
party
assets (4,053) (585) (7,376) (3,581)
(Decrease)
increase in
accounts
payable (13,951) (5,338) 32,729 (328)
(Decrease)
increase in
other
current
liabilities (7,356) 5,130 12,211 6,853
Decrease in
asset
retirement
obligation (85) -- (257) (292)
Increase in
non-current
liabilities 2,793 4,592 5,758 11,648
------- ------- -------- -------
Net cash provided
by operating
activities 10,428 23,228 16,986 38,150
------- ------- -------- -------
Cash flows from
investing
activities:
Purchase of
property and
equipment (8,787) (6,710) (14,632) (13,438)
Proceeds from ARKO
Parent for the
conversion of
ARKO Retail Sites
to dealer
locations, net 3,456 - 3,456 --
Proceeds from sale
of property and
equipment 1,381 813 1,412 820
------- ------- -------- -------
Net cash used in
investing
activities (3,950) (5,897) (9,764) (12,618)
------- ------- -------- -------
Cash flows from
financing
activities:
Receipt of
long-term debt -- 4,871 -- 4,871
Repayment of
long-term debt (534) (982) (209,974) (1,596)
Repayment of
related-party
debt (330) -- (330) --
Principal payments
on financing
leases (542) (287) (1,036) (542)
Proceeds from
issuance of Class
A shares in IPO,
net of
underwriting
discounts and
commissions -- -- 210,426 --
Payment of IPO
costs (546) -- (2,163) --
Dividends paid on
common stock (12,368) -- (12,368) --
Pre-IPO net
transfers (to)
from ARKO Parent -- (31,824) 7,230 (39,365)
------- ------- -------- -------
Net cash used in
financing
activities (14,320) (28,222) (8,215) (36,632)
------- ------- -------- -------
Net decrease in
cash and cash
equivalents and
restricted cash (7,842) (10,891) (993) (11,100)
Cash and cash
equivalents and
restricted cash,
beginning of
period 22,405 25,132 15,556 25,341
------- ------- -------- -------
Cash and cash
equivalents and
restricted cash,
end of period $ 14,563 $ 14,241 $ 14,563 $ 14,241
======= ======= ======== =======
Supplemental Disclosure of Non-GAAP Financial Information
Reconciliation of Net income to EBITDA and Adjusted
EBITDA, Net cash provided by operating activities
to Discretionary cash flow, and Adjusted EBITDA to
Discretionary cash flow
---------------------------------------------------------
For the Three For the
Months Ended June For the Six Months Twelve-Months
30, Ended June 30, Ended
----------------- ------------------- ---------------
2026 2025 2026 2025 June 30, 2026
------- ------- -------- -------- ---------------
(in thousands)
Net income $12,236 $10,028 $ 20,318 $ 14,561 $ 38,484
Interest and
other
financing
expenses,
net 7,174 10,356 16,201 19,968 38,325
Income tax
expense 4,111 3,390 7,114 5,064 11,162
Depreciation
and
amortization 14,716 13,301 29,503 26,804 57,427
------ ------ ------- ------- --------------
EBITDA 38,237 37,075 73,136 66,397 145,398
Acquisition
costs (a) 240 106 896 213 1,175
Loss on
disposal of
assets and
impairment
charges (b) 371 1,122 826 2,292 3,092
Share-based
compensation
expense (c) 1,046 240 1,394 502 1,889
Adjustment to
contingent
consideration
(d) 54 (209) 54 (275) (1,878)
Taxes paid in
arrears (e) -- -- -- -- 178
IPO Costs (f) -- -- -- -- 565
Other (g) (126) (31) (122) 60 89
------ ------ ------- ------- --------------
Adjusted
EBITDA $39,822 $38,303 $ 76,184 $ 69,189 $ 150,508
====== ====== ======= ======= ==============
Net cash
provided by
operating
activities $10,428 $23,228 $ 16,986 $ 38,150
Changes in
operating
assets and
liabilities
(h) 18,107 1,569 37,256 4,765
Maintenance
capital
expenditures
(i) (2,684) (943) (5,209) (2,261)
Acquisition
costs (a) 240 106 896 213
Amortization
of deferred
income, net
of prepaid to
related
party 1,707 1,333 3,350 2,393
Charges to
allowance for
credit
losses (342) (338) (621) (544)
Non-cash rent
expense (j) (265) (746) (441) (1,472)
Other (k) (115) (26) (121) 61
------ ------ ------- -------
Discretionary
Cash Flow $27,076 $24,183 $ 52,096 $ 41,305
====== ====== ======= =======
Adjusted
EBITDA $39,822 $38,303 $ 76,184 $ 69,189
Cash received
for interest 261 87 470 225
Cash paid for
interest and
allocated
interest (6,513) (9,721) (14,899) (18,761)
Cash paid for
taxes (3,810) (3,543) (4,450) (7,087)
Maintenance
capital
expenditures
(i) (2,684) (943) (5,209) (2,261)
------ ------ ------- -------
Discretionary
Cash Flow $27,076 $24,183 $ 52,096 $ 41,305
====== ====== ======= =======
(a) Eliminates costs incurred that are directly attributable
to business acquisitions and salaries of employees
whose primary job function is to execute the Company's
acquisition 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 Company's and ARKO Parent's equity
incentive program to incentivize, retain, and motivate
the Company's employees, members of our Board and
certain of ARKO Parent's employees.
(d) Eliminates fair value adjustments primarily related
to the contingent consideration owed to the seller
for the Empire acquisition, which closed in 2020.
(e) Eliminates the payment of historical fuel and
other tax amounts for multiple prior periods.
(f) Eliminates one-time costs incurred related to
the Company's IPO, which closed on February 13, 2026.
(g) Eliminates other unusual or non-recurring items
that the Company does not consider to be meaningful
in assessing operating performance.
(h) Excludes the change in current tax liabilities
and accrued interest of $(1.8) million, $(0.1) million,
$0.2 million and $(0.1) million for the three and
six months ended June 30, 2026 and 2025, respectively.
(i) Maintenance capital expenditures are capital expenditures
made to maintain the Company's long-term operating
income or operating capacity, while growth and acquisition
capital expenditures are capital expenditures that
the Company expects will increase its operating income
or operating capacity over the long-term.
(j) 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.
(k) Includes other unusual or non-recurring items.
Reconciliation of Total debt, net to Net Debt
---------------------------------------------------
As of June 30, As of December 31,
2026 2025
------------------------- --------------------
(in thousands, except ratios)
Total debt, net $ 184,710 $ 392,030
Financing leases 98,845 96,733
Financial
liabilities 55,212 53,365
Cash and cash
equivalents (14,563) (15,556)
---- ------------------- --- ---------------
Net Debt $ 324,204 $ 526,572
==== =================== === ===============
Ratio of total debt,
net to net income 4.8x 12.0x
==== =================== === ===============
Ratio of Net Debt to
Adjusted EBITDA 2.2x 3.7x
==== =================== === ===============
Supplemental Disclosures of Segment Information
Wholesale Segment
For the Three
Months Ended June For the Six Months
30, Ended June 30,
------------------ ----------------------
2026 2025 2026 2025
-------- -------- ---------- ----------
(in thousands)
Revenues:
Fuel
revenue $917,696 $696,103 $1,591,551 $1,326,163
Other
revenues,
net 16,984 12,501 33,514 22,853
Other
revenues,
net --
related
party 405 -- 929 --
------- ------- --------- ---------
Total
revenues 935,085 708,604 1,625,994 1,349,016
Operating
expenses:
Fuel
costs(1) 891,375 670,714 1,542,339 1,280,727
Site
operating
expenses,
including
allocated
expenses 18,827 14,648 35,760 26,417
------- ------- --------- ---------
Total
operating
expenses 910,202 685,362 1,578,099 1,307,144
------- ------- --------- ---------
Operating
income $ 24,883 $ 23,242 $ 47,895 $ 41,872
------- ------- --------- ---------
(1) Excludes the fixed margin or fixed fee paid to
the GPMP segment for the cost of fuel.
Fleet Fueling Segment
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- ----------------------
2026 2025 2026 2025
----------- -------- ------------ --------
(in thousands)
Revenues:
Fuel
revenue $ 175,343 $118,121 $ 302,642 $236,527
Other
revenues,
net 2,905 2,245 5,146 4,363
------- ------- -------- -------
Total
revenues 178,248 120,366 307,788 240,890
Operating
expenses:
Fuel
costs(1) 158,258 100,353 268,812 203,457
Site
operating
expenses 6,703 6,934 13,734 13,362
------- ------- -------- -------
Total
operating
expenses 164,961 107,287 282,546 216,819
------- ------- -------- -------
Operating
income $ 13,287 $ 13,079 $ 25,242 $ 24,071
------- ------- -------- -------
(1) Excludes the fixed margin or fixed fee paid to
the GPMP segment for the cost of fuel.
GPMP Segment
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
2026 2025 2026 2025
---------- ---------- ---------- ----------
(in thousands)
Revenues:
Fuel revenue(1)
--
inter-segment $1,039,889 $ 651,249 $1,762,373 $1,243,336
Fuel revenue(1)
-- related
party 716,008 604,065 1,230,492 1,178,481
Fuel revenue --
third party
customers -- 353 -- 849
Other revenues,
net 47 191 218 346
Other revenues,
net(1) --
inter-segment -- 2,147 767 4,208
Other revenues,
net(1) --
related party 784 669 1,498 1,321
--------- --------- --------- ---------
Total revenues 1,756,728 1,258,674 2,995,348 2,428,541
Operating
expenses:
Fuel costs --
inter-segment 1,023,250 638,915 1,730,413 1,219,859
Fuel costs --
related party 704,550 592,799 1,208,069 1,156,632
Fuel costs --
third party
customers -- 352 -- 848
General and
administrative
expenses 545 820 1,055 1,648
Depreciation
and
amortization 1,813 1,840 3,625 3,680
--------- --------- --------- ---------
Total operating
expenses 1,730,158 1,234,726 2,943,162 2,382,667
--------- --------- --------- ---------
Operating income $ 26,570 $ 23,948 $ 52,186 $ 45,874
--------- --------- --------- ---------
(1) Includes the fixed margin or fixed fee paid to
the GPMP segment for the cost of fuel.
Comments