Arie Kotler
Analyst · Raymond James
Thank you, Priya, and thank you all for joining. Before we begin, I want to welcome Priya Trivedi, who recently joined us as our new head of investor relations. Many of you will have the opportunity to connect with Priya, and we are excited to have her on our team. Before turning to the detailed results of the quarter, I want to spend some time on yesterday's announcement by APC, our approximately 74% owned subsidiary, on signing an agreement to acquire the business of U.S. Petroleum Partners, or USPP. We believe this planned acquisition is not simply another acquisition. It is a strategic step that accelerates APC's growth plan, expands scale in attractive markets, and demonstrates the earning power we believe can be created from the APC platform. As a reminder, in February, we publicly offered a minority interest in our subsidiary, APC, to give investors a clearer view of the strength and value of our wholesale, Fleet Fueling, and GPMP businesses. At the time of the IPO, we outlined a clear strategy, compound stable fee-based earnings through disciplined, accretive acquisition while giving Arko shareholders direct participation in the value created by APC. The USPP transaction is exactly the type of opportunity we built APC to pursue. This deal demonstrates each of the key pillars of APC's investment thesis. It deepens supplier relationships, expands APC's stable fee-based business model, utilizes the financial flexibility created through the IPO, builds on a proven acquisition track record and accelerates APC's growth outlook. USPP is a sizable, vertically integrated fuel distribution platform and a highly strategic fit for APC. The pending acquisition is expected to add approximately 280 million gallons of annual fuel volume, increasing APC trailing 12-month gallons sold by approximately 14% by adding more than 400 dealer locations. Upon closing, the addition of the USPP business will not only meaningfully expand APC's scale and presence in the Great Lakes region, it will also add two fuel terminals on the Buckeye pipeline and a transportation fleet that currently handles more than 80% of USPP's distributed fuel volumes. By adding terminal and transportation capabilities, APC can participate in more of the refined product value chain, thereby potentially capturing incremental margin opportunities, strengthen last-mile logistics, and add another source of stable fee-based earnings. The consideration at closing will consist of $205 million in cash plus the cost of inventory. Additionally, at closing, APC will issue $30 million in Class A common stock to be held in escrow and be released to USPP, subject to the acquired business achieving certain EBITDA based financial targets in the first four fuel quarters after we close the transaction. This earn-out payment is subject to adjustment if the acquired business does not achieve $31.7 million EBITDA and $2.2 million EBITDA generated by certain fuel-related components. EBITDA is defined in the purchase agreement. Also, the earn-out may increase if the acquired business achieves results that are greater than these financial targets. We expect the transaction to close later this year, to be accretive upon closing, and to add approximately $30 million of annual adjusted EBITDA to APC and enhance its discretionary cash flow. This is a clear example of the strategic value creator APC, a growth vehicle with access to capital and attractive conversion of adjusted EBITDA to discretionary cash flow and a disciplined balance sheet supporting a dividend from which Arko Corp and our shareholders benefit. APC gives us a second public platform for value creation while allowing Arko to remain focused on transforming the retail business. Turning now to Arko's results, we operated against a challenging consumer backdrop, a highly volatile fuel pricing environment during the second quarter. Consumer sentiment reached historic lows while prolonged higher fuel prices placed additional pressure on our household budget and influenced purchasing behavior. The national average for gasoline prices climbed from $4.24 per gallon in April to nearly $4.61 per gallon in May, before finally easing to roughly $3.96 per gallon at quarter end. While trend held relatively steady throughout much of the quarter, the cumulative pressure showed up more visibly in June as retail demand softened. Trips to the pump actually increased as customers fueled up more frequently, but we saw pressure on both gallons sold and in-store spending. Despite these pressures, we closed out the first half of 2026 in a solid position with adjusted EBITDA up 14% to last year. As a reminder, when fuel prices rose rapidly earlier this year, we reacted quickly and disciplined pricing delivered an exceptionally strong first quarter with adjusted EBITDA up 65% year over year. We knew that as elevated prices persisted, a portion of that outsized fuel margin benefit would normalize. Through strong execution, we minimized the give back in the second quarter, delivering adjusted EBITDA of $72 million compared to $76.9 million in the prior year period. The year-over-year decline in the second quarter was largely driven by $3.3 million of increased credit card fees on a same-store basis associated with elevated fuel prices. Taken together, first half adjusted EBITDA was $123 million compared to $108 million last year, up a strong 14% year-over-year. The consumer environment tested the model, and our results showed the benefit of scale, disciplined pricing, and more diversified earning base. We remain focused on what we can control, delivering clear value, maintaining disciplined pricing, managing expenses, and executing initiatives that improve the long-term productivity and cash flow profile of the business. Now turning to the results by segments. In our retail business, trips to the pump increased 4% as customers fueled up more frequently. Though gallons sold remained under pressure and convenience store spending softened in June. Same-store merchandise sales excluding cigarettes declined a modest 0.9%. At the same time, disciplined category management, vendor supported promotions, market share gain in several key categories and dealerization program drove merchandise margin to 34.7%, an expansion of 110 basis points versus last year and delivered nearly flat merchandise margin dollars on a same-store basis. In a pressured consumer environment, maintaining nearly flat same-store merchandise sales, excluding cigarettes, while expanding margin by 110 basis points, is an important proof point for the quality of our retail execution. Fuel remained an important earning stabilizer during the quarter, and we continue to balance competitive pricing and customer value while maximizing fuel gross profit dollars. Same-store fuel contribution increased slightly compared to the prior year period, as an increase in same-store retail fuel cents per gallon margin driven by disciplined pricing and the benefit of our scale, more than offset lower same-store gallons. We remain committed to using targeted fuel offers to drive traffic, loyalty enrollment, and profitable in-store engagement while recognizing elevated fuel prices and associated credit card fees will continue to be a headwind. In wholesale, cents per gallon margin increased year over year, primarily reflecting higher prompt pay discount while gallons declined due to higher retail fuel prices, partially offset by retail sites converted to dealer locations through our dealerization program. Fleet Fueling operating income was relatively flat year over year as margin compressed this quarter and the prior year period had a higher than average margin. Our value proposition remains central to driving traffic and engagement in a pressured consumer environment. We believe we have the best fuel discount program in the country. Through Fueling America's Future, enrolled Fast Rewards members can earn stackable fuel discounts of up to $2.50 per gallon on as many as 20 gallons by purchasing qualifying items in our stores, which has saved our enrolled members more than $4 million since inception. This is not only a customer value program. It is a traffic, loyalty, and gross profit engine that string our relationship with high-value customers. The data reinforce why we are so focused on loyalty. In the second quarter, enrolled members' average monthly spend was more than 2x higher than non-enrolled members. Numbers of visits and average basket size were almost 50% higher versus non-enrolled members. These are not incremental differences. They represent a fundamentally more valuable customer relationship and a meaningful opportunity to grow repeat traffic, basket attachment and margin over time. In June, we introduced the 10-Cent Tuesdays, offering enrolled members a fuel discount on Tuesdays. Since launch, enrolled gallons sold on Tuesdays have grown double-digit, demonstrating strong engagement with the loyalty program and its compelling value proposition. We're also leveraging vendor-supported promotion with major vendors and consumer product partners, which delivered a further 6% in customer savings while protecting our merchandise margin. We took action in Q2 to win value-seeking customers, adding more than 100,000 new members, or 5% during the quarter. We will continue working with our supplier partners to help customers save on everyday purchases while driving profitable engagement for Arko. This engagement is already showing up in our financials. Enrolled sales growth and enrolled margins both increased 30 basis points in Q2 compared to Q1. With loyalty, our focus is increasingly on the quality of the engagement, active users, repeat visits, incremental basket attachments, gross profit contribution, vendor funding, and measurable return on promotional spend. Behind loyalty, we continue to invest in initiatives designed to modernize our retail offerings, improve customers' experience, and strengthen long-term store economics. During the quarter, we completed two remodels with 12 additional projects currently in progress and we expect a total of approximately 25 remodels in 2026. Because stores generally stay open during construction, temporary closure or portion of the sales floor creates a modest headwind to comparable same-store merchandise sales. Completed remodels generated double-digit merchandise sales and gallon growth versus the pre-remodel period, enforcing our confidence that targeted capital investment can unlock higher productivity from the existing store base. We also opened one new to industry retail store during the quarter. A remodeled and new to industry retail location incorporates our fas craves food and beverages offering, updated layout, and new technology and operating processes designed to improve store productivity. We are encouraged by the results we're seeing from the NTI open so far. While several are still in ramp-up stage, we're seeing returns approaching 20%, which gives us confidence as we look to accelerate the program in a disciplined way. To support the continued growth and modernization of the company's store and fueling footprint, we recently added to our real estate development team an accomplished vice president of real estate development with 30 years of industry experience. Our extensive track record in new store development, capital deployment and strategic growth will support the execution of the company's remodel, new to industry store, and new cardlock initiative. As planned, we continue to expand what is one of the largest cardlock platforms in the country. We have identified 20 new cardlock locations for opening in 2026, have opened three new locations thus far, and have the remaining 17 in various stages of development. We expect to continue adding to this segment because we like the low capital investment, attractive mid-to-high-end expected return per location, and recurring cash flow characteristics of this model. We now offer an enhanced food service offering in approximately 140 of our stores and expect to expand that to additional locations this year. We remain deliberate in our pace of expansion, prioritizing the regions and stores best positioned to maximize margin while incorporating learning along the way. Dealerization remains an important lever in Arko's transformation. During the second quarter, we converted 21 additional retail stores to dealer locations, bringing our total to 471 conversions since the program began in the middle of 2024. We also have approximately 70 additional stores committed under letter of intent, under contract or already converted since quarter end. Each conversion moves us further towards a lower cost, more capital efficient operating model with stronger cash flow characteristics. While the pace of conversion moderated this quarter, our expectation for the program remained unchanged. Stepping back, I want to reiterate again, we ended the first half of the year in a solid position with adjusted EBITDA up 14% to last year. Our execution through the first half gives us conviction in our full-year outlook. With that, I will turn the call over to Gallagher to review our second quarter results in greater detail.