APC 8-K

ARKO Petroleum Corp. (APC)

8-K 2026-05-07 For: 2026-05-07

View Original

Added on May 07, 2026


Delaware	001-43121	39-3168808
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8565 Magellan Pkwy Suite 400
Richmond, Virginia		23227-1150
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	APC	The Nasdaq Stock Market


Exhibit Number		Description
99.1		Press Release issued by ARKO Corp. on May 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


			ARKO Petroleum Corp.

Date:	May 7, 2026	By:	/s/ Arie Kotler
		Name: Title:	Arie Kotler President, Chief Executive Officer and Chairman of the Board


	For the Three Months Ended March 31,
	2026			2025
	(in thousands)
Fuel gallons sold		194,737			225,063
Same store fuel gallons sold decrease (%) 1		(3.2	%)		(6.2	%)
Fuel contribution 2	$	93,266		$	85,273
Fuel margin, cents per gallon 3		47.9			37.9
Same store fuel contribution 1, 2	$	91,303		$	76,024
Same store merchandise sales decrease (%) 1		(0.5	%)		(6.9	%)
Same store merchandise sales excluding cigarettes increase (decrease) (%) 1		0.4	%		(5.2	%)
Merchandise revenue	$	305,410		$	354,485
Merchandise contribution 4	$	103,510		$	117,570
Merchandise margin 5		33.9	%		33.2	%
Same store merchandise contribution 1, 4	$	101,228		$	101,782
Same store site operating expenses 1	$	150,884		$	146,118

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 fixed margin or fixed fee paid to the GPMP segment 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.

APC 8-K

FORM 8-K

Item 9.01 Financial Statements and Exhibits.


	For the Three Months Ended March 31,
Retail Segment	2026			2025
Number of sites at beginning of period		1,118			1,389
Newly opened or reopened sites		2			2
Company-controlled sites converted to
consignment or fuel supply locations, net		(41	)		(59	)
Sites closed, divested or converted to rentals		—			(3	)
Number of sites at end of period		1,079			1,329


	For the Three Months Ended March 31,
Wholesale Segment 1	2026			2025
Number of sites at beginning of period		2,099			1,922
Newly opened or reopened sites 2		11			6
Consignment or fuel supply locations converted
from Company-controlled sites, net		41			59
Closed or divested sites		(25	)		(26	)
Number of sites at end of period		2,126			1,961

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	2026			2025
Number of sites at beginning of period		295			280
Newly opened or reopened sites		1			1
Closed or divested sites		(4	)		(1	)
Number of sites at end of period		292			280


	Condensed Consolidated Statements of Operations
	(Unaudited)
	For the Three Months Ended March 31,
	2026			2025
	(in thousands, except per share amounts)
Revenues:
Fuel revenue	$	1,434,658		$	1,447,484
Merchandise revenue		305,410			354,485
Other revenues, net		31,798			27,504
Total revenues		1,771,866			1,829,473
Operating expenses:
Fuel costs		1,300,770			1,325,624
Merchandise costs		201,900			236,915
Site operating expenses		182,747			199,981
General and administrative expenses		39,998			41,613
Depreciation and amortization		32,371			34,887
Total operating expenses		1,757,786			1,839,020
Other expenses, net		4,043			2,217
Operating income (loss)		10,037			(11,764	)
Interest and other financial income		2,567			9,475
Interest and other financial expenses		(20,712	)		(23,326	)
Loss before income taxes		(8,108	)		(25,615	)
Income tax benefit		2,496			12,922
Income from equity investment		19			21
Net loss		(5,593	)		(12,672	)
Less: Net income attributable to non-controlling interests		1,048			—
Net loss attributable to ARKO Corp.	$	(6,641	)	$	(12,672	)
Series A redeemable preferred stock dividends		(1,418	)		(1,418	)
Net loss attributable to common shareholders	$	(8,059	)	$	(14,090	)
Net loss per share attributable to common shareholders – basic and diluted	$	(0.07	)	$	(0.12	)
Weighted average shares outstanding:
Basic and diluted		111,324			115,883


	Condensed Consolidated Balance Sheets
	(Unaudited)
	March 31, 2026			December 31, 2025
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	272,115		$	305,004
Restricted cash		17,029			18,710
Short-term investments		7,212			6,465
Trade receivables, net		160,336			87,331
Inventory		206,335			190,707
Other current assets		106,649			109,520
Total current assets		769,676			717,737
Non-current assets:
Property and equipment, net		750,615			739,570
Right-of-use assets under operating leases		1,328,394			1,340,450
Right-of-use assets under financing leases, net		135,289			144,601
Goodwill		299,973			299,973
Intangible assets, net		154,596			160,136
Equity investment		3,136			3,117
Deferred tax asset		68,101			62,625
Other non-current assets		68,984			66,603
Total assets	$	3,578,764		$	3,534,812
Liabilities
Current liabilities:
Long-term debt, current portion	$	13,398		$	36,676
Accounts payable		202,266			156,616
Other current liabilities		173,317			148,340
Operating leases, current portion		79,783			78,162
Financing leases, current portion		6,310			13,239
Total current liabilities		475,074			433,033
Non-current liabilities:
Long-term debt, net		691,048			875,469
Asset retirement obligation		89,742			89,304
Operating leases		1,364,430			1,374,101
Financing leases		198,099			199,691
Other non-current liabilities		200,312			195,975
Total liabilities		3,018,705			3,167,573

Series A redeemable preferred stock		100,000			100,000

Shareholders' equity:
Common stock		11			11
Treasury stock		(138,584	)		(134,293	)
Additional paid-in capital		435,736			291,853
Accumulated other comprehensive income		9,119			9,119
Retained earnings		89,124			100,549
Total shareholders' equity		395,406			267,239
Non-controlling interest		64,653			—
Total equity		460,059			267,239
Total liabilities, redeemable preferred stock and equity	$	3,578,764		$	3,534,812


	Condensed Consolidated Statements of Cash Flows
	(Unaudited)
	For the Three Months Ended March 31,
	2026			2025
	(in thousands)
Cash flows from operating activities:
Net loss	$	(5,593	)	$	(12,672	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		32,371			34,887
Deferred income taxes		(5,476	)		(15,386	)
Loss on disposal of assets and impairment charges		2,073			1,528
Foreign currency (gain) loss		(6	)		16
Amortization of deferred financing costs and debt discount		909			664
Amortization of deferred income		(5,826	)		(4,990	)
Accretion of asset retirement obligation		595			608
Non-cash rent		2,380			3,307
Charges to allowance for credit losses		282			217
Income from equity investment		(19	)		(21	)
Share-based compensation		3,981			3,336
Fair value adjustment of financial assets and liabilities		282			(7,059	)
Other operating activities, net		—			20
Changes in assets and liabilities:
Increase in trade receivables		(73,287	)		(14,431	)
(Increase) decrease in inventory		(15,628	)		10,575
Decrease in other assets		2,178			5,325
Increase in accounts payable		44,401			6,694
Increase in other current liabilities		25,091			17,370
Decrease in asset retirement obligation		(246	)		(317	)
Increase in non-current liabilities		10,208			13,731
Net cash provided by operating activities		18,670			43,402
Cash flows from investing activities:
Purchase of property and equipment		(30,279	)		(27,392	)
Proceeds from sale of property and equipment		925			473
Loans to equity investment, net		—			15
Net cash used in investing activities		(29,354	)		(26,904	)
Cash flows from financing activities:
Receipt of long-term debt, net		689			—
Repayment of long-term debt		(214,451	)		(5,690	)
Principal payments on financing leases		(8,381	)		(1,380	)
Issuance of shares in APC IPO, net of underwriting discounts and commissions		210,426			—
Payment of APC IPO costs		(3,105	)		—
Common stock repurchased		(4,291	)		(7,382	)
Dividends paid on common stock		(3,366	)		(3,495	)
Dividends paid on redeemable preferred stock		(1,418	)		(1,418	)
Net cash used in financing activities		(23,897	)		(19,365	)
Net decrease in cash and cash equivalents and restricted cash		(34,581	)		(2,867	)


Effect of exchange rate on cash and cash equivalents and restricted cash		11		(4	)
Cash and cash equivalents and restricted cash, beginning of period		323,714		292,408
Cash and cash equivalents and restricted cash, end of period	$	289,144	$	289,537


	Reconciliation of Net Loss to EBITDA and Adjusted EBITDA

	For the Three Months Ended March 31,
	2026			2025
	(in thousands)
Net loss, including net income attributable to non-controlling interests	$	(5,593	)	$	(12,672	)
Interest and other financing expenses, net		18,145			13,851
Income tax benefit		(2,496	)		(12,922	)
Depreciation and amortization		32,371			34,887
EBITDA		42,427			23,144
Acquisition and divestiture costs (a)		1,998			1,150
APC IPO Costs (b)		363			—
Loss on disposal of assets and impairment charges (c)		2,073			1,528
Share-based compensation expense (d)		3,981			3,336
Income from equity investment (e)		(19	)		(21	)
Adjustment to contingent consideration (f)		—			(66	)
Expenses related to wage and hour claim settlement (g)		—			2,023
Other (h)		104			(239	)
Adjusted EBITDA	$	50,927		$	30,855

Additional information
Non-cash rent expense (i)	$	2,380		$	3,307

(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer locations) 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 one-time costs incurred related to the APC IPO, which closed on February 13, 2026.
(c) 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.
(d) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate the Company's employees and members of the Board.
(e) Eliminates the Company's share of income attributable to its unconsolidated equity investment.
(f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire acquisition.
(g) Eliminates non-recurring expenses accrued in net loss related to a wage and hour collective action settlement.
(h) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.
(i) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company's lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.