Arko Corp. (NASDAQ:ARKO) Q3 2023 Earnings Call Transcript

Arko Corp. (NASDAQ:ARKO) Q3 2023 Earnings Call Transcript November 7, 2023

Operator: Greetings, welcome to Arko Corp., Third Quarter 2023 Results. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. Please note this conference is being recorded. I will now turn the conference over to your host, Jordan Mann, Senior Vice President of Corporate Strategy, Capital Markets and Investor Relations. Thank you. You may begin.

Jordan Mann: Thank you. Good morning, and welcome to Arko’s third quarter 2023 earnings conference call and webcast. On today’s call are Arie Kotler, Chairman, President and Chief Executive Officer, and Don Bassell, Chief Financial Officer. Our earnings press release, quarterly report on Form 10-Q for the second quarter of 2023 as filed with the SEC and our earnings presentation are available on Arko’s website, at arkocorp.com. During our call today, unless otherwise stated management will compare results to the same period in 2022. Management may 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 2023 earnings release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today.

Any forward-looking statements made during this call reflects our current views as of today, with respect to future events and ARKO will not update or revise forward-looking statements made on this call, whether as a result of management — of new information, future events or otherwise. On this call management will share operating results on both a GAAP basis and a non-GAAP basis. Description of those non GAAP financial measures that we use, such as adjusted EBITDA and reconciliations of these measures to our results, as reported in accordance with GAAP, are detailed in our earnings release and in our quarterly report on Form 10-Q for the third quarter 2023, or in our 2023 third quarter earnings presentation posted on our website. And now I would like to turn the call over to Ari.

Arie Kotler: Thank you, Jordan. Good morning, everyone. We appreciate you joining the call. As always, I would like to start off by thanking our dedicated team members for their continuous focus on improving the experience for our customers, their dedication to driving long term value to our stockholders, through execution of our marketing and merchandising strategies, and continued integration of our newly acquired businesses. I’m very pleased with our third quarter performance. This quarter, we navigated varying macro and economic environments. And we believe that our results compare favorably to what was a strong prior year quarter. You’ll remember Q3 and Q4 of last year were strong quarters for us and the industry. I remain confident in our strategy and our team and believe we are well positioned to improve and unlock ever more value from our platform for our stockholders.

Key point this quarter includes our execution and integration of our acquired businesses. The significant growth in our loyalty program and our continually expanding merchandise contribution margin. Our efforts in these three areas helped to offset lower organic fuel contribution driven by the prior year quarter’s elevated cents per gallon and this quarter’s industry wide lower fuel demand. We have had a busy last 12 months, closing on five acquisition since the beginning of Q3 last year, and adding approximately 720 location across our retail, wholesale and fleet segments. As was the case last quarter, our press release and public filing provides financial information and key metrics of our recently acquired businesses. We have delivered consistent and impressive growth in adjusted EBITDA, we can very proud of.

As I said, we are very pleased with our performance this quarter with the adjusted EBITDA of $91.2 million compared to a record adjusted EBITDA of $99.5 million in the prior year quarter. The year-over-year decline was primarily due to lower fuel contribution at same stores, which I will explain shortly. And although we have multiple segments, our primary business is the operation of convenience stores. We derived a significant portion of our revenues from the retail sales of fuel with the products offered in our stores generating a large proportion of our profitability. I noted last quarter that we believe same store merchandise sales, excluding cigarettes best reflects the strength of our organic merchandise performance. This quarter, same store merchandise sales excluding cigarettes, grew approximately 1% compared to Q3 of 2022.

That is 5.3% on a two year stock. Total same store merchandise sales increased 0.1% compared to Q3 2022, which were impacted by approximately $2 million in increased loyalty investments associated with customer acquisition related to expanding membership in the fas REWARDS loyalty program, other loyalty promotion and growth in the total loyalty membership base, a long term goal of the company. This caused a reduction in the same store merchandise sales of approximately 0.4%. With that backdrop, we were still able to grow merchandise margin again the quarter, improving 50 basis points to 31.7%. This improvement is on the top of the 60 basis point expansion we experienced in Q3 2022 over Q3 2021. We worked with the right assortment of high margin core destination merchandise that our customers expect and want while providing them with excellent service.

This quarter our merchandise contribution increased $21.8 million or 15.7% over the prior year period, primarily as a result of the recent acquisition and stable organic performance in our same store. In our stores, we continue to focus on our three merchandising and marketing key strategic pillars. Our fas REWARDS loyalty program, growing sales in core destination categories and expanding our food and beverage service. I would like to detail the results of our merchandise initiatives. As we have previously mentioned, we have been making significant investments in our fas REWARDS loyalty program, including the major upgrade to our loyalty app, which went live on March 28 of this year, and our special $10 enrollment promotion that commenced on May 17 and concluded on September 19.

We believe that our loyalty program develops and enhanced our relationship with our customers, drive more trips and spend with our existing customers, and attract new loyal customers. This was a very active quarter for loyalty enrollment. We added more than 365,000 enrolled members during the quarter, ending Q3 with 1.85 million total enrolled fas REWARDS members. This is a 50% increase in enrolled members since the end of Q3 2022. We attribute the increase to our strong $10 loyalty enrollment promotion. In addition, I’m very pleased that our loyalty members are taking greater advantage of the value we offer and participated in more of our member-only promotional activity this quarter. I said before that we invested in loyalty, which impacted our same store merchandise sales metrics, and we plan to continue our efforts to expand our loyalty membership base, targeting 3 million enrolled members by the end of 2024.

We have strong conviction behind these investments, as active enrolled members make more trips and spend more than non-enrolled members. This quarter, active enrolled members made an average of more than four more trips per month compared to our non-enrolled members. For the same period, they also spent on average $41 per month, more than non-enrolled members. You’ll note that the frequency and average spend are lower than the numbers we referenced last quarter. However given the large addition of new members and particularly later in the quarter, our average were negatively impacted by new members, who have not yet had the opportunity to mature, to normalize spending habits. We believe we will see upside from these new members and we welcome them to the family.

To give some context around our loyalty initiatives, excluding sales for any time period prior to implementation of our loyalty program at recently acquired location or acquisition, where we have not yet implemented our loyalty program, 19.3% of our merchandise sales this quarter were from enrolled loyalty members. We believe that mix can grow and help to achieve 30%-plus merchandise sales penetration over time. Our active enrolled members generate greater sales and contribution compared to our non-enrolled customers. Let’s move to the core destination categories, which are packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer. These six categories accounted for 53% of our merchandise contribution this quarter.

These concentrations allow us to focus our initiative on categories that we believe will move the needle. We have a deliberate approach to these categories using data-driven decisions in our execution. And we leverage our strong supplier partnerships. And our results speak for themselves. Year-over-year, we have continued to grow contribution dollars from these categories. Over the last three years our concentration of merchandise contribution from these categories has expanded approximately 570 basis points and merchandise contribution for these categories has grown at approximately 17% compounded annual growth rate. Same store sales in these categories for this quarter increased by 2.4% as compared to the prior year period. We are extremely pleased with these results.

And we are seeing the positive results of our efforts and initiatives as we continue to drive merchandise sales growth and margin improvement inside our stores. Our third pillar is expanding our food and beverage service, where we see tremendous opportunities. In October, we announced the addition of Richard Guidry, to GPM leadership team. Richard fill the newly created role as GPM, Senior Vice President of Food. We believe his distinguished track record and long experience underscore how serious we are about nailing the strategy, growth and execution of our foods business. Since joining GPM, he has been getting up to speed, meeting with partners in the organization, meeting with our suppliers partners, visiting stores and even working shifts to better understand how our stores operate.

We see the development of our strategy around food as a multi-year opportunity, with wins along the way. We are extremely excited to welcome Richard to the team and look forward to sharing more as we work with Richard to further develop our full service strategy. As I hope it’s clear, we tried to position our core convenience store business for further growth, delivering great results while exceeding our customers’ expectations. Turning to fuel, I will note that according to OPUS [ph] data, fuel gallon demand decreased nationally over the quarter compared to the prior year quarter, contributing to the trend that we saw at ARKO, with a decrease of 5.3% in same store gallon. However, total retail gallons increased 14.8%, because of our recent acquisition.

Retail fuel contribution increased to $121.3 million, a 3.2% increase. As always, our team remained focused on striking the right balance between volume and pricing to optimize fuel contribution dollars. Our retail fuel margin remained strong at $0.403 per gallon, only $0.045 lower compared to the prior year quarter. We believe this demonstrates the sustainability of higher fuel margin. We know that fuel margin vary from quarter to quarter. However, as we look to deliver longer term stockholders value, we believe that this structurally higher margin will remain for the foreseeable future. Marginal operators with their cost structure and operating pressures have face increasing breakeven fuel margin, creating support for these levels. Moving to M&A, we have continued to integrate the Quarles, Pride, TEG and WTG acquisition, which have served to increase our earning base while expanding our footprint into new and adjacent territories.

I’d like to briefly discuss Quarles, the first of our most recent acquisition, as an example. As we show in our investor presentation for this quarter, the Quarles acquisition generated approximately $24 million in adjusted EBITDA in the last three quarters alone. Since closing on the acquisition in July 2022, we have already earned back our entire portion of the cash consideration paid for that transaction. We also continued to invest in the businesses we acquired as opportunities arise. For example, we have put capital to work at WCG deploying investment CapEx to upgrade its fleet capabilities, and infrastructure to be more like Quarles, and to provide even more upside to that business. We believe our successful track record of making disciplined and aggressive acquisition will continue to enhance value for our stockholders, especially as we continue to see tremendous opportunity ahead of us in our acquisition strategy, with a deep pipeline of potential opportunities.

And importantly, we remain well capitalized to execute on opportunities as they arise. As of September 30, 2023, we had $204 million in cash on hand and $623 million of availability under our lines of credit. In all together with the available capacity of almost $1.5 billion under our program agreement with Oak Street ARKO currently has access to more than $2 billion in availability liquidity for continued M&A activity. I want to focus on the discipline point for just a moment. I’m proud of the team here for executing 25 acquisition out of hundreds of potential deals we produced over the last 10 years, including the five we have closed over the last year. One last point before I turn the call over to Don. In line with our capital allocation strategies, we continue to have plans in place for new to industry stores with four, in particular that have been identified and are in different stages of development.

I remain excited about the many achievable opportunities in front of us. Thank you for your time today. And with that I will now turn the call over to Don.

Don Bassell: Thank you, Ari. As our many initiatives continue to gain traction, the company has continued to record strong results. Our balance sheet continues to be strong. And we currently have a very good liquidity position. As of September 30, 2023, we had cash and cash equivalents of approximately $204 million. Our outstanding debt, excluding capital leases was approximately $828 million resulting in net debt of $624 million. For the quarter, net cash provided by operating activities was $32.8 million versus $67.6 million for the third quarter of 2022. This included higher net interest and tax payments in the quarter over prior year periods and technical delay in receiving approximately $12.1 million from a routine credit card processor, as well as the decrease in adjusted EBITDA.

Getting into results for our convenience stores, MERCHANDISE revenue for the third quarter of 2023 increased to $506.4 million versus $445.8 million in the prior year quarter. Merchandise margin increased by 50 basis points compared to the prior year quarter to 31.7%. Total capital expenditures were approximately $25.6 million for the quarter. This is compared to capital expenditures of $27.7 million in Q3 2022. Retail fuel profitability, excluding intercompany charges for the third quarter of 2023 increased 3.2% this quarter to $121.3 million. This includes a decrease of $16.6 million in same store fuel contribution, excluding intercompany charges, more than offset by $21.7 million in fuel contributions from recent acquisitions. The company maintains a relatively strong retail fuel margin of $0.406 per gallon for the third quarter of 2023 compared to $0.449 per gallon on a same store basis in Q3 2022.

Third quarter convenience store operating expenses increased by $30.2 million, or 17.2%, versus the prior year quarter, primarily due to $34.4 million of expenses related to recent acquisitions, offset by a decrease of approximately $1.7 million at same stores, mainly driven by lower credit card fees and by underperforming retail sites that we closed or converted to dealers. As always, we seek to improve our operational efficiencies at stores. On a same store basis, these expenses decreased by 1% over the prior year period. Importantly, same store personnel expense remained flat, increasing only 0.1% over the prior year period, as we continue to appropriately balance labor expenses, and providing superior customer service. We continue to fill up in positions to ensure excellent service for our customers.

We continue to review, evaluate and refine hours to right size, labor, and alter associates tasks to reduce inefficiencies. For the most part, any increase in same store hours are mostly offset by reduction in overtime hours. Moving to wholesale and fleet, this quarter, we benefited from a full quarter of Quarles, which we acquired on July 22, 2022. In wholesale, fuel contribution excluding intercompany charges was similar compared to the prior year period as incremental contribution from our recent acquisitions offset margin decrease. Fuel contribution excluding intercompany charges from the fleet fueling sites was approximately $14.3 million for the quarter, an increase of $3.3 million dollars compared to the prior year quarter. Fuel margin cents per gallon, excluding intercompany charges for the proprietary cardlock locations was $0.394 per gallon.

This segment benefited from an 8.2 million gallon increase that offset a $0.024 contraction in margin at our proprietary cardlock locations over the prior year quarter. Looking ahead to Q4 we do not expect our fleet fueling margin to be as remarkable as the prior period. In Q4 last year, the fleet business had a CPG of $0.517, which was due to price volatility in the second half of 2022. And we do not believe that high margin is reflective of the normal quarter. Net interest and other financial expenses for the third quarter of 2023 decreased by $5.2 million versus the prior year quarter to $14.6 million. The majority of this is due to an increase of approximately $11.6 million in income related to favorable fair value adjustments compared to the prior year quarter.

Net income for the quarter was $21.5 million, compared to net income of $25 million in the prior year quarter. Adjusted EBITDA for the quarter was $91.2 million, compared to $99.5 million in Q3 2022, primarily due to reduced fuel contribution at same stores. In the third quarter of 2023, the company repurchased approximately 1.5 million shares of our common stock for a total of approximately $11.6 million at an average price of $7.53. As of September 30, 2023, there was approximately $37.5 million remaining under our previously announced upsized $100 million stock repurchase program. Because of our continued strong results, and desire to enhance returns for our stockholders, we announced on Monday that ARKO’s Board of Directors declared a quarterly dividend of $0.03 per share of common stock to be paid on December 1, 2023 to stockholders of record as of November 17, 2023.

And now I’ll turn the call back over to Ari.

Arie Kotler: Thank you, Don. We believe that we have a significant opportunity to increase our sales and profitability by continuing to execute on our organic and inorganic strategies, improving the performance of our current store to enhance offering to meet our customers’ needs, and growing our store base in existing and continuous market through acquisitions. Now we will take your question.

Operator: Thank you. [Operator Instructions] Our first question is from Bobby Griffin with Raymond James. Please proceed.

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Q&A Session

Bobby Griffin: Good morning, everybody. Thanks for taking my questions. Ari, I guess my first question is on the gallon side of the business, particularly in retail. Are you seeing a divergence or separation between some of the legacy stores and some of the newly acquired stores. And the genus of the question is when I when I look at total gallon stores versus our estimates the comp gallons, underperformed or missed us by little, but the total gallons were actually pretty close to our model. So are you just seeing the newer acquired stores maybe perform at a little bit higher per store gallon basis, then legacy stores that are in your business?

Arie Kotler: Good morning, Bobby? No, I don’t think so. I really think that our approach is not a macro approach. And we actually, if you think about our business, we price fuel location by location market by market. And our approach is really more relevant to how we compete. Our strategy is consistent with the legacy stores and with the stores that we just acquired. We are working really hard to optimize gross profit dollars. But if you really look every market is different. But I don’t think anything is different between the acquisition we just acquired. And I think it’s really all about footprints. I mean, different footprints different, gallons, and then some others.

Bobby Griffin: Yeah, I guess — okay, so maybe the follow up is, are the newly acquired stores in just different footprints where they generate more gallons per store than maybe some of the older footprints or not older, the legacy footprints that are in the comparable sales base.

Arie Kotler: It’s a mix, it’s a mix effect, because, we purchased stores, think about it, the Pride Stores are in the Northeast. And yes, in the northeast, I think the gallons per store are higher than the gallons per store that we see probably in the southeast. But I actually think that this is a good question and a good thing to point. And if you’re looking on, in Fiji, for example, Fiji is in the southeast, and some of it, it’s in the southwest, which is lower gallon than the Northeast. I think the other case is really, the Quarles acquisition, the Quarles acquisition, it’s all about, the majority of that is actually [indiscernible business]. So I think that’s probably the different mix between the others.

Bobby Griffin: Okay, that’s helpful. And I guess the second part of that is the industry has continued to face some gallon pressure here. You referenced OPUS data was down during the quarter. How do you think that is translating into just pure traffic to your business? Is that a challenge on the traffic side, when we kind of want to think about that as it relates to merchandise sales? Are you seeing, different traffic counts inside the stores and what maybe the gallon, the same store gallon showing?

Arie Kotler: Yes, so another great question. So back in the day, before COVID I used to assume that the traffic inside the stores is really based on basically the price at the pump. I actually think what happened actually after COVID, I think things change. And now I think it’s the other way around. I really believe that the more offering you have inside the stores, and you see it, by the way, with the core destination categories that increased tremendously over here, as we continue to offer great, basically value inside our stores as we continue to add, basically food inside the stores. And as we continue to increase our loyalty members, I actually believe that will impact our gallons moving forward. So I don’t think, losing gallons actually impact or insights of — it’s become the other way around.

Bobby Griffin: Okay, and one last one for me, Don, on that $12 million delay from the credit card processor is that just a pure timing aspect where you’ll get that 12 million back in the fourth quarter.

Don Bassell: Yeah, we already received it the first week of October. It was an isolated event at a certain set of stores. And they were just changing their backend. And we already received it the first week.

Bobby Griffin: Perfect. All right. I appreciate. Well, best of luck going forward, and I’ll jump back in the queue. Thank you.

Arie Kotler: Thank you, Bobby.

Operator: Our next question is from Kelly Bania with BMO Capital Markets. Please proceed.

Kelly Bania: Hi, good morning. Thanks for taking our questions. Also wondering if we could just talk a little bit more about the gallons. I think Arie, you mentioned, the OPUS data. But just wondering if you’ve done any more analysis on kind of market share in your region, both for your kind of retail segment and the same store gallon decline there. But also, as you think about how your dealer customers are doing. I think we’re estimating gallons down maybe around high-single digit range on an organic basis. And just how you think about that going forward. Is that kind of a good run rate we should continue to use in terms of a gallon decline for those segments?

Arie Kotler: I don’t have — by the way, good morning, Kelly, I don’t have a crystal ball, what’s going to happen in the future. The one thing I do know is that, the gallons decrease are very close to basically the OPUS data that was reported. However, as you can see, we continue to concentrate on increased gross profit dollars in lieu of losing some of those dollars. And the one thing I don’t believe for example, that demand, we’ll be likely come back to the 2019 numbers, I think demand will continue to be a little bit soft. But I think this is something that we see across — basically across our competitors as well. It’s not something that’s just related to ARKO, I think it’s really related to our competitors. And as I mentioned earlier, when you’re dealing with a lot of mom and pop stores in the market, I believe that those guys actually are facing the same issue, as we face over here.

So again, I think we’re going to see a little bit softness on gallons, but I think in exchange for that, we will actually see more increase of basically CPG because of that.

Kelly Bania: Okay, and can you also just talk about the fas REWARDS and investments that you made in the quarter? How we should think about the kind of annualized cost of that and what is the expected ROI of that total investment for the reward loyalty program?

Arie Kotler: Sure, for sure. So as I mentioned, we started in a — this year is all about fas REWARDS, making sure we have the right assortment. It’s all about value — providing value to our customers. So in — on May 17, we basically launched a $10 enrollment, which means that any customers that have a valid email address and a telephone number and would like to enroll with us, we will actually give him $10 in fas cash back. We saw a huge increase in Q2, especially in Q3, as you can see, I mean, the increase in loyal customers in Q3 was over more than 50% in Q3 2022. And the goal over here is to continue basically to increase that. If you’re looking on basically on the loyal customers, the loyal customers, basically purchase 19.3% of our basically inside sales over there.

So this $10 is very, very impactful, no question about that. Our goal, as I mentioned, is to increase loyal members, up to 3 million members by the end of 2024. And yeah, there is no question that when you give $10, that’s going to impact your sales. That’s the reason the same store sales were 0.1. But if you really naturalize the impact of approximately $2 million, same store, sales will probably, added another 0.4%. And on the same store sales, excluding cigarettes, which I think that’s the best metrics to measure our business, it would probably add another 0.6%. So again, it’s an investment, it’s a long term investment. But if you look in Q after Q, the concentration of loyal members in Q3 2021, from inside sales was around 13.6%. We grew it to 16.7% in Q3 2022.

And now we are at 19.3% in Q3 2023. And one thing to notice is that we keep increasing margin, even though, we are, basically giving tremendous value to those loyal members that come in more often, we actually were able to increase margin again by 50 basis points compared to Q3 2022.

Kelly Bania: Just a couple follow-up questions there. If you get to 3 million members by ’24 what percent of your sales or customer base will that represent? And maybe just in terms of the $10 enrollment program, I mean, is that going to continue at that level? Or in how do you think about cycling that next year? Should we expect that could impact traffic or just trying to think about how we cycle this promotion, as we get to Q2, Q3 next year?

Arie Kotler: Sure. So I can tell you that as of November 1, we have — we paused that in September ’19, for a little bit, and as of November 1, we started it all over again, because we saw a huge impact, based on that. Again, it’s not a big dollar amount, but I think the impact is tremendous over here. Those customers are coming more often. We see more trips, we see more trips over here. And the longer the member is with us, the more they expand inside the store. And I just want to be just maybe be very clear about that, I mentioned four trips, and $41 per month. The reason for that is that a lot of those members actually enrolled, just close to the end of the quarter. And it takes some time for basically those members to start to get offering from us.

I mean, we are providing offering to those members on a regular basis. Almost on a daily basis, they get great offering. And this is what we are counting on. And this is by the way, a long term investment. When I say long term investments means that we are investing in the short term, because we believe that as we continue to grow our loyalty member base, I believe that we’re going to increase inside sales because of that. And that’s going to drive by the way customers to the pump as well, because we have actually offering inside the store that will send customers with nice cents per gallon off, basically when they come to actually to purchase fuel at the pump. So I think that’s basically going to impact that as well in the future.

Kelly Bania: Okay, thanks. Just one more for me, Arie on operating expenses, the same store personnel expenses, nearly flat, I think you called out a reduction in overtime hours. Maybe can you just give us an order of magnitude how that is impacting the overall OpEx, when it starts to cycle and what you’re seeing just in terms of wages and wage rates in the market today.

Arie Kotler: So I’ll Don answer this question if that’s okay with you Kelly?

Kelly Bania: Thank you.

Don Bassell: Yeah. Hi, Kelly. So the way we’re looking at it is, is we’re switching hours from overtime to regular hours. So it’s not necessarily the difference in hours being worked. More of those hours are being worked at a regular rate versus an overtime rate. And the other thing I think we mentioned is last summer, we did a promotion for all employees sort of like an incentive for the 100 days of summer. And this year we have obviously rates have gone up and we have now not had to do that kind of incentive. So yes, you do have rising labor wages. But what you’re seeing a reduction in is the incentives that have been out there, and that we’ve offered in the past. So net-net, you get sort of this flat, increase. And so rate rates are increasing but they’re not increasing at the rate that we saw earlier.

And that’s why we’re happy to see almost a flat personnel. It’s really how you’re spending your money, and we’re putting more into the wage rate rather than just incentives.

Kelly Bania: Perfect. And can you remind us when you kind of get back to normal in terms of the overtime — cycling the overtime?

Don Bassell: Could you please clarify your question? I’m not sure what you’re asking?

Kelly Bania: Well, I’m just trying to understand from a comparison standpoint, when the overtime hours start to get back to normal. Are you still shuffling increases for the next couple of quarters?

Don Bassell: Right, right. And a lot of it to break out Kelly, a lot of it was wage increases that we’re doing, I think this has been a — it has really going to be cycled more as we get toward the end of the year. It’s been an effort that we have done all year, by bring in temporary resources to do that. So this has been an ongoing effort. So we’ve really — in terms of cycling, it would really be done by the end of this year, because this has been a major focus from operations is to really cut down those overtime hours, give people a better quality of life, and then also raised — to say raise the hourly wage, and also use some temporary services to fill in for things that we can give people relief on.

Kelly Bania: Got it? And just maybe last one, for me any thoughts on just how you’re planning CapEx for 2024, that we can start to think about incorporating into our model?

Arie Kotler: Don, would you like to answer that?

Don Bassell: Sure. I mean, our maintenance CapEx will stay — I think this is the last big year that we have of our EMV conversions, which I think we talked about was somewhere between $10 million to $12 million a year that we have. But we will have some again, without giving out specific guidance, we have a lot of projects that will require CapEx going forward. But in looking at total, if you look at our total CapEx, roughly about two-thirds is maintenance, one-third is investment. So that may be a guideline for you. But there will be projects that will be coming up that will require CapEx, but a lot of those will be CapEx with a significant ROI too.

Kelly Bania: Thank you.

Arie Kotler: Thank you, Kelly.

Operator: Our next question is from Alok Patel with Stifel. Please proceed.

Alok Patel: All right, this is Alok on for Mark. My first question is on quarter-to-date trends, any notable changes in foot traffic given the macro conditions and resumption of student loan payments? And then if you can kind of frame the answer around whether you’re offering more, we’re seeing higher demand for private label? And if so, which categories?

Arie Kotler: Yeah, so I’ll start maybe with the second question related to basically, we’re where we focus and what we see. So as I mentioned earlier, the majority or a large portion of our sales actually happened in the core categories. So in those core categories, for example, we see an increase in particular categories, for example, candy. Candy, this quarter, was almost 4.8%, more than basically prior year quarter. Beer, for example, it’s another strong category 2.8%. Salty snacks 4.1%, above prior year quarter. So I think what we see over here is that this is coming back to the members that I mentioned earlier, those loyal members, taking advantage, of basically of the offering and the value that we have inside the stores.

And because of that, I think we see an increase in those categories in particular. Regarding your question, regarding to traffic and trends, so I think the inflation impact now, it’s actually eating all customers. I mean, there is no question about that. And I think this is the reason why we need to be very, very competitive and make sure that we have the right offering inside stores including not only the core categories, including the rights offering when it comes to food service. People have less dollars to spend and because of that they’re going to, I believe, visit more the convenience store. And I think they’re going to look for things that are very, very valuable for them. And this is where we need to spend our time and money. And I think our team is doing a terrific job.

We saw that in Q3. But again, I can touch something in particular, when it comes to basically two trends. The only thing I say is that the core categories trend is up almost quarter- after-quarter. And we say that quarter-after-quarter for the past, basically three years.

Alok Patel: Got it. So as a quick follow-up, within the core destination categories, which categories are the drivers, sales growth for the balance of the year and into 2024? And then if you can kind of discuss the drivers supporting the great strengths that you’ve realized in those categories, that would be great. And it’d be awesome if you can also provide the year-over-year numbers for packaged beverages.

Arie Kotler: Yeah, so I’ll start with the six categories. Okay, the six — you broke up a little bit, so but I’m going to try to — I hope I hear the right question. So I started with the six categories. The six categories are really alternative snacks was up 1.6% this quarter, Candy was up 4.8% beer was up 2.8% pack bev was up 1.5% this quarter, packaged sweet snacks was up 2.2%. And we end with salty snacks it’s around 4.1%. And if you remember, we are cycling a very, very strong Q3 2022. But those are really the core categories. And if you really looking at those two categories, not only that they continue to perform very well for us and aligned with our strategy, over the last three years, if you really looking on, the contribution from these categories expended approximately 570 basis points, total merchandise contribution from these categories, which is approximately 17% compounded annual growth rate.

So I think that’s basically what we see from those six categories that for the past three years.

Alok Patel: Got it. Thanks. I’ll pass it on.

Arie Kotler: Appreciate that. Thank you.

Operator: Our next question is from Karru Martinson with Jefferies. Please proceed.

Karru Martinson: Good morning. This is kind of a big picture question. Why is the fuel demand down when we look at the overall industry, and ultimately more people are going to work more days in the office? What’s driving the broader category?

Arie Kotler: If I had the right answer, I will probably give you the answer. But again, we are relying on OPUS data, we are relying on OPUS data. And as you can see OPUS data shows a decline in volume nationwide of approximately 3.49%. That’s one thing. The second thing is I want to remind everybody our footprint, it’s rural footprint. We have a lot of stores, I think 40% I think I mentioned that a couple quarters ago, 40% of our stores are in town that is basically less than 20,000 people. And when you operate in some of those rural town, people are not driving probably like in some other areas. We don’t say our stores are not located on major highways, for example. So I think that’s one of the reasons that you basically see that.

And that’s consistent by the way with other competitors in the market, in the basically the market, that we basically do business. So it’s — I think it’s worth noting that other public companies, everybody’s similar metrics, by the way in those markets. So…

Karru Martinson: So okay, when you talk about seeing sustainable strong, margins on fuel, are we still looking at in this stable environment being able to maintain kind of over $0.40 per gallon?

Arie Kotler: It’s a good question. Again I don’t have a crystal ball what’s going to happen with if we can keep the $0.40. I think the one thing I can say, we are today the sixth largest operator in the country, and we are competing with some of the large chain and we are competing with a lot of basically the small chain, and the mom and pop. As you can basically appreciate, 70% of the industry, almost 100,000, 98,000 convenience stores, gas stations, are chain with 50 stores or less, 50% of that it’s Mom and Pop and I think every one of those guys are facing — basically facing higher expenses, insurance, electricity, higher fixed expenses that they have prior [ph], And I think because of that, we believe that structurally higher margin will remain in place over here. But again, that’s just my assumption based on being in the business for so many years.

Karru Martinson: And then what are we seeing on the inflationary front when it comes to inside the stores on merchandising? Are you still seeing pressure there? And kind of where are you on your pricing?

Arie Kotler: Well, I think the results speak for themselves. That’s the reason I mentioned, if you’re looking on sales, excluding cigarettes, I think that we see the results over here. And I think at the end of the day, it’s very, very important for us to provide value to our customers. This is very, very important for us. And I think as long as we continue to provide value to our customers, I think they’re going to continue to come. And that’s the reason loyalty is a very, very important component when it comes to it.

Karru Martinson: Thank you very much. Appreciate it.

Operator: Thank you. [Operator Instructions] Our next question is from William Reiter with Bank of America. Please proceed.

William Reuter: Hi. My first is on the merchandise margin expansion. You mentioned marketing. And then you mentioned merchandising. Is this largely based upon mix and having more food and consumables and those six major categories of growth? Or what are some of the bigger contributors to expansion?

Arie Kotler: I think the mix is absolutely very important, going back to the three key pillars that I mentioned on the call. The core categories are very, very important. They’re driving margin, of course, tremendously. The other piece, of course, is food service. Food service is something that will help us to continue to grow margin. And this is an area that we continue to invest. I mentioned those six categories, if you want, I can go through them again. But those basically six core categories, led by candy are this category that basically drives the majority, basically, of our sales over here. If you’re looking on those basically, core categories, there are up 2.4% on the same sort of sales pro basis, Q3 versus Q3 2023 versus Q3 2022. And again, it’s all driven by those, basically by those three key pillars that I mentioned.

William Reuter: Got it. And then I think when you were talking about M&A, I think you mentioned that there are four that are in the pipeline, I guess, that are in some sort of active discussions. Number one, did I hear that correctly? And number two, I guess, is there any way you can dimensionalize how large these are?

Arie Kotler: You didn’t hear that correctly unfortunately, that we did four — we closed on five acquisition since July 2022 until basically at the end of this quarter, we closed on five acquisition. And it’s basically we closed on Quarles, which was the fifth [ph] business that was in July 2020 great opportunity that we execute. Now we are over 14 months, 15 months after closing. After that we closed on Pride. Pride was 31 locations in the Northeast, great location. Since then, we opened another store within Pride. And then we had the TEG, TEG and WTG. And just recently, during Q3, we closed another acquisition, acquiring seven stores from one of our dealers.

William Reuter: Okay. Just lastly, for me a question on the $10 program, I guess would it be possible for customers to create new email addresses each time? And is there any way to address this? Are you able to track to make sure that they’re not doing this just each time creating a new one?

Arie Kotler: The answer is yes. There is an opportunity for people. We have some measurement and we have some — I’ll call at some — we have compliance — and can someone take advantage? Absolutely. But I don’t think it’s something that actually go to the extreme. And we have — yes, we have, basically compliance in place and in some cases, if someone tried to dispute, we try to figure out the way how to catch them, but again this is not the concentration. The concentration need to be on how do you increase the base because we see what is happening with those loyal customers. I mean, we will concentrate on basically on targeting them and making sure that we execute versus just watching our customers and making sure that no one is taking advantage.

William Reuter: Understood. Okay. All right. That’s all for me. Thank you.

Arie Kotler: Thank you.

Operator: We have reached the end of our question-and-answer session, I would like to turn the conference back over to Arie for closing comments.

Arie Kotler: Thank you once again, for joining the call this morning. And for your great questions. It was really a lot of great questions this morning. I’m very pleased with our results this quarter. As we navigate from comparison to the back half of last year. I remain very excited about the many achievable opportunities in front of us. And I thank you again for your questions and for the time you spent this morning.

Operator: Thank you. This will conclude today’s conference. You may disconnect your lines at this time and thank you for your participation.