ARKO Corp.

Greetings. Welcome to ARCO 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. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. 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.

Thank you. Good morning and welcome to ARCO's third quarter 2023 earnings conference call and webcast. On today's call are Ari 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 third quarter of 2023, as filed with the SEC, and our earnings presentation are available on ARCO's website at www.arcocorp.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 reflect our current views as of today with respect to future events, and ARCO 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.

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 for a strong quarter 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 points this quarter include 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 help to offset lower organic fuel contribution driven by the prior year quarters elevated cents per gallon and this quarter's industry-wide lower fuel demand. We have had a busy last 12 months closing on five acquisitions since the beginning of Q3 last year, and adding approximately 720 locations 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, which I'm 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. As you know, although we have multiple segments, our primary business is the operation of convenience stores. We derive 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 Fast Rewards loyalty program, other loyalty promotions, 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 this quarter, improving 50 basis points to 31.7%. This improvement is on the top of the 60 basis points expansion we experienced in Q3 2022 over Q3 2021. We work to have 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 fast 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 Fast Rewards loyalty program, including the major upgrade to our loyalty app, which went live on March 28th of this year, and our special $10 enrollment promotion that commenced on May 17th and concluded on September 19th. We believe that our loyalty program develops and enhances our relationship with our customers, drives more trips and spend with our existing customers, and attracts 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 past reward 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 this investment 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 non-enrolled members. For the same period, they also spend on average $41 per month more than non-involved 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, However, we're 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 MIPS can grow and hope to achieve 30-plus percent 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 partnership. 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 from 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 Giedrich, to GPM's leadership team. Richard filled a newly created role as GPM's 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 food 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 food service strategy. As I hope is clear, we strive 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 OPI's data, fuel gallon demand decreased nationally over the quarter compared to the prior year quarter, contributing to the trends that we saw at ARCO, with a decrease of 5.3% in same-store gallons. 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 remains focused on striking the right balance between volume and pricing to optimize fuel contribution dollars. Our retail fuel margin remains strong at 40.3 cents per gallon, only 4.5 cents lower compared to the prior year quarter. We believe this demonstrates the sustainability of higher fuel margins. We know that fuel margins 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 faced increasing break-even fuel margins, creating support for these levels. Moving to M&A, we have continued to integrate the quote, price, 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 QUALS, the first of our most recent acquisitions, as an example. As we show in our investor presentation for this quarter, the QUALS 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 continue to invest in the businesses we acquire as opportunities arise. For example, we have put capital to work at WTG, deploying investment CapEx to upgrade its fleet capabilities and infrastructure to be more like walls and to provide even more upside to that business. We believe our successful track record of making disciplined and accretive acquisitions will continue to enhance value for our stockholders, especially as we continue to see tremendous opportunities 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 30th, 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 Off Street, ARCO currently has access to more than $2 billion in available 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 acquisitions out of hundreds of potential deals we've reviewed 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 strategy, 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. 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 a prior year period and a 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 maintained a relatively strong retail fuel margin of 40.6 cents per gallon for the third quarter of 2023, compared to 44.9 cents per gallon on a same-store basis in Q3 2022. Third quarter convenience store operating expenses increased by $30.2 million for 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 open positions to ensure excellent service for our customers. We continue to review, evaluate, and refine hours to right-size labor and audit our associates' tasks to reduce inefficiencies. For the most part, any increase in same-store hours were mostly offset by a reduction in overtime hours. Moving to wholesale and fleet, this quarter we benefited from a full quarter of quarrels, 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 compared to the prior year quarter. Fuel margin cents per gallon, excluding intercompany charges for the proprietary car lock locations, was 39.4 cents per gallon. This segment benefited from an 8.2 million gallon increase that offset a 2.4 cent contraction in margin at our proprietary car lock locations over the prior year quarter. Looking ahead to Q4, We do not expect our fleet fueling margin to be as remarkable as a prior year period. In Q4 last year, the fleet business had a CPG of 51.7 cents, which was due to price volatility in the second half of 2022. And we do not believe that high margin is reflective of a 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 ARCO's Board of Directors declared a quarterly dividend of three cents per share of common stock to be paid on December 1st, 2023 to stockholders of record as of November 17th, 2023. And now I'll turn the call back over to Ari.

Thank you, Don. We believe that we have a significant opportunity to to increase our sales and profitability by continuing to execute on our organic and inorganic strategies, improving the performance of our current store through announced offerings to meet our customers' needs and growing our store base in existing and continuous markets through acquisitions. Now, we will take your questions.

Thank you. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Bobby Griffin with Raymond James. Please proceed.

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 a separation between some of the legacy stores and some of the newly acquired stores? And the genesis of the question is when I look at total gallons versus our estimates, the comp gallons underperformed or missed us by a 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 than the legacy stores that are in your business?

Good morning, Bobby. No, I don't think so. I really think that our approach is not a macro approach. 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're really looking, 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 footprint. I mean, different footprints have different gallons than some others.

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?

It's a mix. It's a mix of both because, you know, we purchase stores, you know, if you think about it, you know, the Pride stores are in the Northeast, and yes, in the Northeast, I think the gallons per store is are higher than the gallons per store that we see probably in the southeast. So I actually think that this is a good question and a good thing to point. And if you were looking on TEG, for example, TEG is in the southeast and some of it is in the southwest, which is lower gallon than the northeast. I think the other piece is really the core of the acquisition. The core of the acquisition, it's all about the majority of that is actually diesel business. So I think that's probably the different mix between the others.

Okay, that's helpful. And I guess the second part of that is, you know, the industry is continuing to face some gallon pressure here. You referenced the 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? Or are you seeing you know, different traffic counts inside the stores and what maybe the gallon, the same store gallon showing?

Yes. So another great question. So, you know, back in the day, you know, before COVID, I used to, you know, I used to assume that, you know, 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 changed. 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 increase tremendously over here, as we continue to offer, you know, 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 aids or actually impacts our inside sales. It's become the other way around.

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?

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.

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

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

Hi. Good morning. Thanks for taking our questions. Also wondering if we could just talk a little bit more about the gallons. I think Ari mentioned the Opus data, but I'm 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?

You know, I don't have a – 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 office 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 gallons. The one thing I don't believe, I don't believe that, for example, that demand will 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, you know, basically across our competitors as well. It's not something that's just related to ARCO. I think it's really related to our competitors, and as I mentioned earlier, you know, when you're dealing with a lot of, you know, 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 of softness on gallons, but I think in exchange for that, we will actually see a small increase of basically CPG because of that.

Okay. And can you also just talk about the faster rewards investment 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?

Sure, sure, sure. So as I mentioned, we started, you know, this year it's all about, you know, fast rewards, making sure we have the right assortment. You know, it's all about, you know, value, providing value to our customers. So 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 fast cash back. We saw a huge increase, you know, in Q2, especially in Q3. As you can see, I mean, the increase in loyal customers in Q3 was over, you know, more than 50% in Q3 2022. And, you know, the goal over here is to continue basically to increase that If you're looking basically on the loyal customers, the loyal customers basically purchased 19.3% of our inside sales over there. So, you know, 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, you know, naturalize the impact of approximately $2 million, same store sales will probably, you know, edit 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, you know, if you're looking queue after queue, The concentration of loyal members in Q3 2021 from inside sales was around 13.6%. We were 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.

Just a couple follow-up questions there. If you get to 3 million members by 2024, 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? And how do you think about cycling that next year? Should we expect that that could impact traffic or, you know, just trying to think about how we cycle this promotion as we get to you know, Q2, Q3 next year?

Sure. So I can tell you that as of November 1st, you know, we paused that in September 19 for a little bit. And as of November 1st, we started it all over again because we saw a huge impact, you know, 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 over here. The longer the member is with us, the more they spend inside the store. I just want to be very clear about that. I mentioned four trips and $41 per month. The reason for that is that a lot of those members have 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 investment, it 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, you know, we have actually offering inside the stores that will send customers with, you know, nice, you know, cent 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.

Okay, thanks. Just one more for me, Ari, 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 order of magnitude how that is impacting the overall OpEx when that starts to cycle and what you're seeing just in terms of wages and wage rates in the market today?

So I'll let Don answer this question, if that's okay with you, Kelly.

Thank you.

Yeah. Hi, Kelly. So where we're looking at it is we're switching hours from overtime to regular hours. So it's not necessarily the difference in hours being worked. It's that 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, 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 rates are increasing. You know, 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 into incentives.

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

Could you please clarify your question? I'm not sure what you're asking.

Well, I'm just trying to understand from a comparison standpoint when the overtime hours start to get back to normal. Are you still circling some big increases for the next couple of quarters?

Right, 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, you know, bringing in you know, temporary resources to do that. So this has been an ongoing effort. So we've really, you know, in terms of cycling, it would really be, you know, 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, you know, raise the hourly wage and also use some temporary services to fill in for things that we can give people relief on.

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?

Don, would you like to answer that?

Sure, sure. I mean, you know, our maintenance CapEx will, you know, will stay. I think this is the last big year that we have of our EMV conversions, which I think we talked about with somewhere between 10 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 but a lot of those will be CapEx with a significant ROI to them.

Thank you.

Thank you, Kelly.

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

Hi, this is Alok on for Mark. My first question is on quarter-day 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 or seeing higher demand for private label, and if so, which categories?

Yeah. I'll start maybe with the second question related to basically 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 specific categories. For example, candy. Candy this quarter was almost 4.8% more than basically prior year quarter. Beer, for example, is 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 loyal 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, you know, regarding to traffic and trends, so, you know, I think, you know, I think the inflation impact now is actually eating all customers. I mean, there is no question about that. And I think this is the reason why, you know, 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 right 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't touch something in particular when it comes to basically to trend. The only thing I see is that the core category trend is up almost quarter after quarter, and we see that quarter after quarter for the past basically three years.

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

Yes, so I'll start with the six categories, okay? You broke up a little bit, but I'm going to try to – I hope I hear the right question. So I'll start in 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. Pack packaged sweet snacks was up 2.2%. And we ended with salty snacks at 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're really looking on those core categories, not only that they continue to perform very well for us and align with our strategy, you know, over the last three years, you know, if you're really looking on, you know, the contribution from these categories expended approximately 570 basis points, you know, total merchandise contribution from these categories, which is at approximately 17% compounded annual growth rate. So I think that's basically what we see from those six categories for the past three years.

Got it. Thanks. I'll pass it on.

Appreciate that. Thank you.

Our next question is from Carew Martinson with Jefferies. Please proceed.

Good morning. This is kind of a big picture question. Why is the fuel demand down when we look at the overall industry? I mean, ultimately, more people are going to work, more days in the office. You know, what's driving the broader category?

You know, if I had the answer, the right answer, I would probably give you the answer. But, you know, again, we are relying on OPIS data. We are relying on OPIS data, and as you can see, OPIS data – you know, 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 is rural footprint. You know, 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 have, you know, basically less than 20,000 people. And, you know, when you operate in some of those rural towns, People are not driving probably like in some other areas. 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 basically the market that we basically do business. So I think it's worth noting that other public companies have reported similar metrics, by the way, in those markets.

Okay. When you talk about seeing sustainable, strong margins on fuel, are we still looking at, in this stable environment, being able to maintain over 40 cents per gallon?

It's a good question. Again, I don't have a crystal ball what's going to happen if we can keep the 40 cents. I think the one thing I can say is You know, 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, you know, 70% of the industry, almost 100,000, 98,000 convenience store gas stations are chained with 50 stores or less. 60% of it is mom and pop. And I think every one of those guys are facing, you know, the higher, you know, basically facing higher expenses, insurance, electricity, you know, higher fixed expenses that they have per box, you know, and I think because of that, you know, 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.

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 where are you on your pricing?

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.

Thank you very much. Appreciate it. Thank you.

As a reminder, it is star one on your telephone keypad if you would like to ask a question. Our next question is from William Reuter with Bank of America. Please proceed.

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 in those six major categories of growth, or what are some of the bigger contributors to that expansion?

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 the categories that basically drive the majority basically of our sales over here. If you're looking on those basically core categories, they're up 2.4% on the same sort of sales growth basis, Q3 2023 versus Q3 2022. And again, it's all driven basically by those three key pillars that I mentioned.

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?

You didn't hear that correctly, unfortunately. We closed on five acquisitions. Since July 2022 until basically at the end of this quarter, we closed on five acquisitions. And it's basically we closed on Quartz, which was the fleet business. That was in July 2022. Great opportunity that we, you know, 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 TEG and WTG. And just recently, during Q3, we closed another acquisition, acquiring seven stores from one of our dealers.

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?

The answer is yes. There is an opportunity for people. We have some measurements. We have some, I'll call it some, you know, we have compliance. And, you know, can someone take advantage? Absolutely, but I don't think it's something that actually goes to the extreme. And yes, we have basically compliance in place and in some cases, if someone tries to be cute, we try to figure out a way to catch them. But again, this is not the concentration. The concentration needs to be on how do you increase the base because we see what is happening with those loyal customers. I mean, we more concentrate on basically on targeting them and making sure that we execute versus just, you know, watching our customers and making sure that no one is taking advantage.

Understood. Okay. All right. That's all for me. Thank you.

Thank you.

We have reached the end of our question and answer session. I would like to turn the conference back over to Ari for closing comments.

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.

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