Please note, this conference is being recorded. I will now turn the conference over to Priya Trivedi, SVP of Investor Relations. Thank you. You may begin.
Thank you. Good afternoon, and welcome to ARKO Petroleum Corp's Third Quarter 2026 Earnings Conference Call and Webcast. On today's call are Arie Kotler, Chairman, President, and Chief Executive Officer, and Jordan Mann, Chief Financial Officer. Our earnings press release and quarterly report on Form 10-Q for the third quarter of 2026 are filed with the SEC are available on our website, www.arkopetroleum.com. During our call today, unless otherwise stated, management will compare results to the same period in 2025. Before we begin, please note that all third quarter 2026 financial information is unaudited. During this call, management will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Please review the forward-looking and cautionary statements section at the end of our third quarter 2026 earnings press release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today. All forward-looking statements made during this call reflect the current views with respect to future events, and ARKO Petroleum Corp is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events, or otherwise, except as required by law. On this call, management will share operating results on both a GAAP and non-GAAP basis.
Description of those non-GAAP financial measures that we use, such as Adjusted EBITDA, Discretionary Cash Flow, Net Debt, and the ratio of Net Debt to Adjusted EBITDA, and the reconciliations of these measures to our results as reported in accordance with GAAP are detailed in our earnings press release or in the quarterly report on Form 10-Q for the quarter ended September 30, 2026. Additionally, management will share profit measures for our individual business segments along with fuel contribution, which is calculated as fuel revenue less fuel costs and excludes intercompany charges by our GPMP segment. I would like to turn the call over to Arie.
Thank you, Priya, and good afternoon, everyone. APC delivered a strong third quarter. Adjusted EBITDA was $41 million, up 9.4% year-over-year, and discretionary cash flow was $32.3 million, an increase of 22%. As you recall, in early August, we signed an agreement to acquire the business of U.S. Petroleum Partners, or USPP. USPP is expected to add scale, support our fixed margin and fee-based earnings profile, and advance the growth strategy outlined at the time of our IPO.
We continue to work towards closing the acquisition. Our third quarter performance and the expected closing of the USPP acquisition reinforce the strategy we outlined at the time of our IPO: durable cash generation, disciplined capital allocation, and multiple paths to earnings growth. We are expanding our scale, deepening our supplier relationships, increasing our vertical integration, and putting our post-IPO financial flexibility to work in a disciplined manner.
Now, turning to third quarter performance. The fuel environment continued to be volatile during the quarter. Regular gasoline ended the quarter at approximately $4.31 per gallon, about $1.32 above prior year. Diesel prices reached record levels, surpassing $6.50 in September. Against this backdrop, APC's business model remained resilient. That resilience is evident in Fleet Fueling, where approximately 80% of our volume is diesel. Our Fleet Fueling customers are commercial operators that rely on fuel to keep their business running. As a result, even with diesel prices at record levels, demand remained relatively stable while fuel contribution increased approximately 5%. Across APC, stronger fuel margins and other revenues, including rental income from dealers, more than offset lower volumes, which reflected broader market trends amid elevated fuel prices.
Adjusted EBITDA increased 9.4% and discretionary cash flow increased 22% to prior year, demonstrating the durability of our platform, the stability of our cash generation, and our team's ability to execute effectively through a volatile market environment. In our wholesale segment, operating income increased 7% to $25.8 million this quarter compared to prior year, as lower gallons were more than offset by a stronger blended cents per gallon margin, which increased 11.4% year-over-year, supported in part by higher prompt pay discount in the elevated fuel price environment. Fleet Fueling operating income was $13.3 million, up 8.9% year-over-year, driven by higher fuel margins. We are also advancing cardlock growth. We added seven new cardlock locations this year and currently have 16 sites in various stages of planning and development.
We target mid-to-high teens returns with low capital investment per site and continue to develop the pipeline. The board declared a quarterly dividend of $0.50 per share, consistent with our $2 per share annualized target for 2026, shared at the time of our IPO. APC's durable cash generation supports our dividend capacity, which will be further strengthened by the expected addition of USPP's approximately $30 million of annualized Adjusted EBITDA. Before turning it to Jordan, I wanted to review why we believe the USPP business is such a strong strategic and financial fit for APC.
USPP is a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region. Upon closing, the business is expected to add approximately 280 million gallons of annual fuel volumes across approximately 400 dealer locations, increases APC's trailing 12-month volume as of September 30, 2026, by approximately 14%.
We expect USPP to contribute approximately $30 million of annualized Adjusted EBITDA, with strong conversion to Discretionary Cash Flow, creating a meaningful step-up in APC's scale and earnings power. The acquisition will also add assets, including terminals in Novi, Michigan, and Toledo, Ohio, plus a transportation fleet that delivers more than 80% of its distributed volume. These assets will expand our position across the fuel value chain and increase our relevance with major fuel suppliers.
We continue to work towards the closing of the transaction, which is expected to occur during the fourth quarter of fiscal year 2026. In summary, for the third quarter, APC delivered year-over-year earnings and cash flow growth, maintained capital allocation discipline, and entered into an asset purchase agreement to acquire the business of USPP that is expected to meaningfully increase our scale and earnings power.
Based on our year-to-date performance, our outlook for the balance of the year, and the expected closing of the USPP acquisition, we are raising our full-year 2026 Adjusted EBITDA guidance to a range of $156 million-$157 million. We are executing the APC investment thesis: resilient earnings, durable cash generation, disciplined growth, and attractive capital return. With that, I will turn the call over to Jordan to review our third-quarter financial results, balance sheet, and updated outlook in greater detail.
Thank you, Arie, and good afternoon. We delivered strong third-quarter results and continue to work towards the closing of the USPP acquisition, which we expect will meaningfully increase APC's scale. We also raised our full-year outlook and remain focused on disciplined, accretive growth and shareholder returns. Turning to our third-quarter results. Net income was $13.3 million for the quarter, compared with $10.1 million for the prior year period, reflecting continued operating discipline and the earnings power of our platform. Adjusted EBITDA was $41 million for the quarter, up approximately 9.4%, compared to $37.4 million in the prior year. Discretionary Cash Flow was $32.3 million, growing approximately 22%, reflecting strong cash conversion. Turning to our wholesale segment. Wholesale fuel contribution increased 6.6% to $26.7 million from $25.1 million for the prior year period, despite a 4.3% decline in gallons.
The volume decline reflected broader market trends as elevated fuel prices weighed on demand and was partially offset by incremental gallons from dealer locations added through ARKO Corp.'s ongoing dealerization program. Blended fuel margin increased to $0.107 per gallon from $0.096 per gallon in the prior year period, primarily reflecting the benefit of the higher prompt pay discount associated with higher fuel costs. Moving to our Fleet Fueling segment. Fleet Fueling fuel contribution increased by 5.2% to $17.6 million for the quarter from $16.7 million last year. Fleet Fueling gallons were 36.2 million versus 36.6 million last year. Blended fuel margin increased approximately 6.2%, or $0.028 per gallon, to $0.486 compared to the prior year period, more than offsetting modest volume declines. Moving to our GPMP segment.
GPMP fuel contribution from related party locations, meaning ARKO retail sites, was $11.5 million versus $11.2 million last year. Discretionary cash flow for the quarter was $32.3 million, an increase of 22% to the prior year period. Net cash provided by operating activities for the quarter was approximately $21.6 million compared to $25 million in the prior year period. Looking at the balance sheet, our financial position remains a strategic advantage. As of September 30th, availability under our lines of credit was approximately $705 million. Total debt net was $188.9 million, and Net Debt was $338.4 million. The ratio of Net Debt to Adjusted EBITDA was 2.2 times, and total debt net to net income was 4.5 times. As a reminder, at the end of the quarter, our average borrowing rate under the Capital One line of credit was approximately 6%.
Based on borrowings outstanding at September 30, 2026, the recent 25 basis point increase in interest rates would have a modest impact on annual interest expense. Turning to our 2026 outlook, we believe that our year-to-date results reinforce the stability, consistency, and cash flow generation of our platform. We are raising our full-year Adjusted EBITDA guidance. We now expect full-year Adjusted EBITDA to be in the range of $156 million-$157 million. We remain confident in the stability of our platform, its cash flow generation profile, and our ability to deliver consistent earnings growth and attractive long-term shareholder returns. With that, I'll hand the call back to the operator to begin Q&A.
Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment while we poll for questions. Your first question comes from Josh Silverstein with UBS. Please proceed with your question.
Yeah, thanks. Good afternoon, guys. Good to see the cash flow uplift here. I was curious on a couple things. Maybe just first on how you're thinking about maybe a normalized margin environment as we go into next year. As we do have the potential for gasoline prices to come down, do you expect that to be offset by gallons sold? I'm just trying to get a sense as to maybe what's kind of temporary in terms of some of the margin profile versus what's kind of can stick around. Obviously, as you're going and doing more of these dealerization conversions and everything, that's certainly helping you guys too.
Sure. Good afternoon, Josh, and thank you for the questions. Well, as I said before, we saw an increase in margin given that gallons were down given the price of fuel. I have to be honest, if you had another crystal ball for next year, I can only follow what happened over the past few days, and yes, price of fuel are down in the last few days. But at the end of the day, we believe that this is really elastic.
I mean, if price of fuel will drop, we believe that gallons will increase. What you're going to see, you're going to see an offset between prompt pay discount to an increase in basically in consumption of gallons. I really believe at the end of the day that that's going to be one against each other offset over here.
Again, this is something that we've been seeing all along over the past seven months. As price of fuel increase, people seem to be driving less, and because of that, we actually increase the margin. So, that's basically, I believe, what we're going to see going into next year. I think this is a very, very stable model at the end of the day. We're talking about with the price increase of almost 40%, 50%, you're talking about an 11% increase in fuel margin, and at the end of the day, we're talking about only a penny. So, I hope I answered your questions.
Yeah. Then maybe just a question on discretionary versus free cash flow for you guys. It seems like because of rising fuel expenses, there's been some headwinds on the working capital side. Do you expect that to normalize as well as prices come down, or will that continue to be a bit of a headwind as long as we're at the same prices?
No, I think we're going to actually have a decrease in working capital because of that. At the end of the day, as price of fuel rise by 40%, since 40%, 50% since February, especially on diesel, if you think about diesel. I mean, diesel went from mid 3s to mid 6s. So there is no question about that when price of fuel will decrease, if price of fuel decrease, I'm not so confident about that, but if price of fuel will decrease, I think that's going to ease the working capital as well, and we're going to see more cash on balance sheet because of that.
All right. Thanks, guys. I'll throw it back.
Thank you, Josh.
Thank you. Your next question comes from Wade Suki with Capital One. Please proceed with your question.
Good afternoon, everyone. Appreciate y'all taking my question or questions. I think I asked this probably last quarter, maybe even the quarter before, so we'll just make it a tradition here on M&A. I'm wondering if you could kind of just speak to what you're seeing out there, pipeline bid-ask spreads. Any motivational changes from sellers? Any color there that you could give would be great. Thank you.
Sure. Sure, Wade. Good to have you over here. Thank you for the question. I do not think a lot changes. I mean, the M&A continue to be active. I do not think there is any different from basically from the prior quarter. There is no question that with price of fuel increases, many operators, small operators, are in a need for additional working capital just because price of fuel increase. Some of them may not take the prompt pay discount or just basically will not capture the prompt pay discount because of that. But again, I think that the M&A market continue to be very, very active as we saw in the past basically few years. Not a lot of changes on that end.
Okay, great. Thank you. Maybe switch gears just a little bit, and we might be front-running tomorrow's ARKO call, so I apologize. But kind of similar, maybe you could speak to what you are seeing on the customer side behavior. You had some good comments on both ARKO and the APC call last quarter, so anything you could speak to there would be great. Thank you.
Well, we are going to release ARKO tomorrow, but what I can tell you is that the increase in fuel prices, no question, put pressure on consumers, and that is the reason we see a decrease in basically in consumer driving. Like I said, on the other side, the prompt pay discount increased the margin, and as you can see, the margin over here is up from prior year, from basically from $0.096 per gallon to $0.1076 cents per gallon. So overall, consumption is down on gallons, but the gross profit is basically up given the high prices over here. But again, this is not an ARKO or APC. Basically, this is a market environment that this is a very broader market environment right now. Everybody is facing the same thing in terms of gallons.
Everybody see a decrease in gallon consumption, and everybody is in a need to basically to figure out a way how to make their gross profit dollars. Like I said, that is why we are seeing an increase in profit, and this is a very dynamic market over here. It is a macro issue.
Understood. Thanks so much. Appreciate it.
Thank you, Wade.
Your last question comes from Gabe Moreen with Mizuho Securities. Please proceed with your question.
Hey, good afternoon, Arie and team. How are you guys doing?
Living the dream.
Yeah, I hear you. Can I ask about capital allocation, specifically organic CapEx? It seems like you're still pretty confident on terms of the cardlock development outlook. Can you maybe just speak to that a little bit more in the current environment, and then are there any other areas organically where you may be evaluating or reevaluating capital, internal capital development commitments?
Sure, sure. Absolutely. In terms of the cardlock, as we discussed or as we basically mentioned at the time of the IPO, we're targeting 20 cardlocks a year. We opened basically seven already this year. We have another 16 in the works. We are, in terms of making our numbers, we're going to make our numbers over here. We already have 23 in different type of between some approvals that we're looking for and development. Nothing really changed price-wise from a cost standpoint. We've been talking about basically low cost to build a cardlock. It's probably no more than $2 million to build a cardlock. We are in between this range and maybe even a little bit lower. Nothing changed on that end.
From a capital allocation standpoint, most of our capital is actually being targeted after acquisition, as you can see over here and over the acquisition of USPP. This is really where we're going to put our balance sheet availability to work. This business, it's a very, very low CapEx business. Most of the CapEx is really going towards basically growing the business. As I said, on the cardlock, we're targeting mid to high teens return. On those acquisition, as you can see, those acquisitions are very accretive acquisition, again, versus our cost of capital.
Thanks, Arie. Maybe if I could just follow up and maybe put a finer point on the guidance range. It seems like you're expecting USPP to close sometime in Q4. Is that potentially a material contributor in Q4 or any other puts and takes you'd guide us to the rest of the year?
No, I think given our performance so far and given that, if you remember, Gabe, at the time of the IPO, we basically told the market that we will actually bring an acquisition in Q4, and this acquisition will deliver approximately $5 million in order to get to the $156 million. Given that, I believe we are working towards closing of the USPP acquisition, and given where we are with our results for the nine months, we felt that we will be able to achieve our $156 million plus, and that's why we raised our guidance over here.
Thanks, Arie. Appreciate it.
Thank you very much, Gabe.
That concludes our Q&A. I will now hand the call back over to Arie Kotler for closing remarks.
Thank you, operator. APC is delivering on the strategy we outlined at the time of our IPO just nine months ago. in the third quarter, we generated stronger year-over-year earnings growth, demonstrated the resilience of our predominantly fixed-margin business model, entering an asset purchase agreement, and are working towards the closing of this highly strategic acquisition that is expected to meaningfully expand our scale and infrastructure, and we are raising our full year 2026 Adjusted EBITDA guidance.
We believe that USPP acquisition will further increase our earning power and cash flow profile, expand vertical integration, and create additional opportunities for operating efficiencies, margin capture, and long-term growth. We remain focused on converting earnings to cash, maintaining leverage within our target range, and allocating capital to the highest returns opportunities. That disciplined framework allow us to invest in growth, support an attractive dividend, and create sustainable long-term value for our shareholders.
I want to thank our team for their hard work and execution, and to our shareholders for their continued confidence in our strategy. Thank you all for joining us today. We look forward to updating you on our progress next quarter.
Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. Please disconnect your lines, and have a wonderful day.