APC Q3 2026 Earnings Call: EBITDA Growth, Higher Guidance and USPP Deal

Key Takeaways

• ARKO Petroleum Corp. (APC) reported Q3 2026 net income of $13.3 million, compared with $10.1 million a year earlier.
• Adjusted EBITDA rose 9.4% year over year to $41.0 million, while discretionary cash flow increased 22% to $32.3 million.
• Higher fuel margins and other revenue more than offset lower volumes amid elevated fuel prices. Wholesale gallons declined 4.3%, but Wholesale fuel contribution increased 6.6%.
• Management raised full-year 2026 adjusted EBITDA guidance to $156 million–$157 million, citing year-to-date performance and progress toward closing the U.S. Petroleum Partners acquisition.
• USPP is expected to contribute approximately $30 million of annualized adjusted EBITDA and add about 280 million annual gallons across approximately 400 dealer locations. Closing remains targeted for fiscal Q4 2026.
• The board declared a quarterly dividend of $0.50 per share, consistent with APC’s stated annualized 2026 target of $2.00 per share.

Key Financial Data

At September 30, 2026, APC had approximately $705 million available under its credit lines. Net debt was $338.4 million, and the ratio of net debt to adjusted EBITDA was 2.2x. The average borrowing rate under the Capital One credit line was approximately 6% at quarter-end.

Business and Operating Performance

Wholesale operating income increased 7% to $25.8 million. Lower gallons were more than offset by stronger blended margins, partly supported by higher prompt-pay discounts associated with elevated fuel costs. Incremental volume from dealer locations added through ARKO Corp.’s dealerization program partially offset broader demand weakness.

Fleet Fueling operating income rose 8.9% to $13.3 million, driven by higher fuel margins. Management said approximately 80% of the segment’s volume is diesel and that demand from commercial customers remained relatively stable despite diesel prices exceeding $6.50 in September.

APC added seven cardlock locations during 2026 and had 16 sites in various stages of planning and development. The company continues to target 20 new cardlocks annually, with mid- to high-teen returns and construction costs of no more than approximately $2 million per site.

The proposed USPP acquisition would expand APC’s presence in the Great Lakes region. In addition to dealer locations and fuel volume, the transaction is expected to add terminals in Novi, Michigan, and Toledo, Ohio, plus a transportation fleet that delivers more than 80% of USPP’s distributed volume. Management said the acquired volumes would increase APC’s trailing 12-month volume as of September 30, 2026, by approximately 14%.

Management Guidance

APC raised its full-year 2026 adjusted EBITDA guidance to $156 million–$157 million. Management attributed the increase to results through the first nine months, its outlook for the remainder of the year and continued work toward closing the USPP acquisition.

The company expects the USPP transaction to close during fiscal Q4 2026. Management said the acquisition is expected to provide approximately $30 million of annualized adjusted EBITDA with strong conversion to discretionary cash flow, but completion remains pending.

Risks and Points to Watch

• Elevated gasoline and diesel prices have reduced fuel consumption and increased working-capital requirements, although higher prompt-pay discounts have supported margins.
• Management expects lower fuel prices, if they occur, to ease working-capital needs and potentially support higher volumes. However, it emphasized uncertainty over the direction of fuel prices.
• APC’s raised guidance partly reflects its expectation of closing the USPP acquisition, creating timing and execution considerations for Q4 2026.
• A recent 25-basis-point interest-rate increase is expected to have a modest effect on annual interest expense based on borrowings outstanding at September 30, 2026.

Analyst Q&A Highlights

On normalized margins, management said lower fuel prices could reduce the benefit from prompt-pay discounts but potentially increase gallons sold. It expects these effects to offset each other to some degree, supporting the stability of APC’s business model.

On cash flow, management said a decline in fuel prices could reduce working-capital requirements and leave more cash on the balance sheet. Diesel’s increase from the mid-$3 range to the mid-$6 range had raised funding needs during the year.

On M&A, management described the market as active and broadly unchanged from prior quarters. Higher fuel prices have increased working-capital pressure for smaller operators, potentially limiting their ability to capture prompt-pay discounts.

On capital allocation, APC said most capital is being directed toward acquisitions and business expansion. Management characterized cardlocks as a relatively low-cost organic growth opportunity and reiterated its mid- to high-teen return target.

Full Earnings Call Transcript

Complete Earnings Call Transcript

Management Remarks

Operator

Greetings. Welcome to ARKO Petroleum Corp. Reports Third Quarter 2026 Results. [Operator Instructions] 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.

Priya Trivedi

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 Man, 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. And now I would like to turn the call over to Arie.

Arie Kotler

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 7 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 strength 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 location 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 to $157 million. We are executing the APC investment thesis, resilient earnings, durable cash generation discipline, grow 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.

Jordan Mann

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, reflecting -- 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 30, 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 2.2x and total debt net to net income was 4.5x. 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 to $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.

Operator

Your first question comes from Josh Silverstein with UBS.

Question-and-Answer Session

Joshua Silverstein

Good to see the cash flow uplift here. I was curious on a couple of 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. And obviously, as you're going and doing more of these dealerization conversions and everything, that's certainly helping you guys too.

Arie Kotler

Sure. Well, as I said before, we saw an increase in margin given that gallons are down, given the price of fuel, I have to be honest with you I don't have a 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. And what you're going to see, you're going to see an offset between prompt A 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.

And again, this is something that we've been seeing all along over the past 7 months. As price of fuel increase, people tend to be driving less. And because of that, we actually increased the margin. So that's basically, I believe, what we're going to see going into next year. I think we are -- 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 $0.01. So I hope I answered your question.

Joshua Silverstein

Yes. And 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?

Arie Kotler

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, 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.

Operator

Your next question comes from Wade Suki with Capital One.

Wade Suki

I think I asked this probably the last quarter, maybe even the quarter before, so we'll just make it a tradition here on M&A. I wonder if you could kind of just speak to sort of 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.

Arie Kotler

Sure. Sure, Wade, and good to have you over here. I don't think a lot changes. I mean this is -- the M&A continue to be active. I don't 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 continues to be very, very active as we saw in the past basically few years. So not a lot of changes on that.

Wade Suki

Great. 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're seeing on the customer side behavior again some good comments on both ARKO and the APC call last quarter. So anything you could speak to there would be great.

Arie Kotler

Well, I can -- we're 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's 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 $0.17 per gallon.

So overall, consumption is down on gallons, but gross profit is basically up given the high prices over here. But again, this is just -- 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. And like I said, that's why we're seeing an increase in profit, and this is a very dynamic market over here. So it's a macro issue.

Operator

Your last question comes from Gabe Moreen with Mizuho Securities.

Gabriel Moreen

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?

Arie Kotler

Sure, sure, absolutely. So in terms of the cardlock, as we discussed, as we basically mentioned at the time of the IPO, we're targeting 20 cardlocks a year. We opened basically 7 already this year. We have another 16 in the works. So 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 in 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 card lock. So we are in between this range and maybe even a little bit lower. So 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. So most of the CapEx is really going towards basically growing the business. And as I said, on the cardlock, we're targeting mid- to high-teen return.

And on those acquisitions, as you can see, those acquisitions are very accretive acquisition, again, versus our cost of capital.

Gabriel Moreen

And then 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 4Q. Is that potentially a material contributor in 4Q or any other puts and takes you'd guide us to kind of the rest of the year?

Arie Kotler

No, I think given our performance so far and given that -- if you remember, Gabe, at the time of the IPO, we were -- 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 9 months, we felt that we will be able to achieve our $156 million plus, and that's why we raised our guidance over here.

Operator

That concludes our Q&A. I will now hand the call back over to Arie Kotler for closing remarks.

Arie Kotler

Thank you, operator. APC is delivering on the strategy we outlined at the time of our IPO just 9 months ago. In the third quarter, we generated stronger year-over-year earnings growth, demonstrated the resilience of our predominantly fixed margin business model, entered into 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 return 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 the 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.

Operator

Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. Please disconnect your lines, and have a wonderful day.