Operator: Greetings. Welcome to the Arko Corp. Fourth Quarter and Fiscal Year 2023 Earnings Conference Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to 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 fourth quarter and fiscal year 2023 earnings conference call and webcast. On today’s call are Arie Kotler, Chairman, President, and Chief Executive Officer; and Rob Giammatteo, Executive Vice President and Chief Financial Officer. Our earnings press release, annual report on Form 10-K for the year ended December 31, 2023 as filed with the SEC and our earnings presentation are available on Arko’s website at www.arkocorp.com. During our call today, unless otherwise stated, management will compare results to the same period in 2022. Before we begin, please note that all fourth quarter 2023 financial information is unaudited. During this call, management may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

A busy convenience store with customers stocking up on fuel and merchandise.

Please review the forward-looking and cautionary statements section at the end of our fourth 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 with respect to future events and Arko will not update or revise forward-looking statements made on this call, whether as a result of new information or otherwise. On this call, management will share operating results on both a GAAP basis and a non-GAAP basis. Descriptions of those non-GAAP financial measures that we use, such as adjusted operating income and adjusted EBITDA and reconciliations of these measures to our results as reported in accordance with GAAP are detailed in our earnings release, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or in our 2023 fourth quarter earnings presentation posted on our website.

Additionally, management will share profit measures of our individual business segments along with fuel contribution, which is calculated as fuel revenue, less fuel costs and exclude intercompany charges by GPMP. And now I would like to turn the call over to Arie.

Arie Kotler: Thank you, Jordan. Good morning, everyone and thank you for joining us. Before getting into our financial results, I would like to start off with a few opening remarks. First, as I’m sure you saw earlier this year, we welcome Rob Giammatteo to the company to serve as Executive Vice President and Chief Financial Officer. We believe that Rob’s experience in directly relevant financial and transformation roles in retail and convenience will be extremely additive to the company that Don Bassell, our former CFO, has helped build over the years and will help drive enhanced financial performance as we continue to strengthen our business. To that end, I would like to personally welcome Rob to the Arko team and have already seen the value his experience has brought to the team since joining in January.

I would also like to thank Don for his contribution to the company, which have enabled the company to achieve significant growth and excellent performance. As we reported, Don will remain with the company until April 2024 to ensure a smooth transition to Rob. Second, reflecting on our first 3 years as a public company, we have significantly broadened our geographic footprint through acquisitions and have delivered approximately $166 million in net income that results in approximately $850 million in cumulative adjusted EBITDA over this period. In the past 18 months alone, we’ve closed on five acquisitions, adding almost 200 retail stores and approximately 520 new sites across our Wholesale and Fleet Fueling segments. I am very proud of our team and their incredible work to successfully integrate these assets.

We are confident that we bought attractive assets at attractive prices, delivered meaningful cash-on-cash return and provided us with scale and related synergies that have improved our relative competitive positioning. I wanted to touch briefly on our Pride acquisition, which we completed in December 2022 and included 31 Pride retail convenience stores and 1 store under construction that is now open. Since closing the acquisition in just over 1 year, we have earned back in adjusted EBITDA approximately 65% of Arko’s consideration paid for that transaction. This was driven by our successful integration, including the addition of over 1,000 items on average to the stores and the transition of Pride loyalty members to our fas REWARDS program.

We were able to increase merchandise margin in our Pride location by approximately 260 basis points from Q1 2023 to Q4 2023. We believe that rapid return and integration of Pride reflects the acquisition of good assets at a good price. As we move into 2024, we are focusing more of our management attention and other resources to further push, refine, and improve our organic growth strategy to drive performance at our retail stores and unlock the value of our Retail segment which is core to our business. I believe we have many levers to pull. Our team is focused on executing on our initiative, and later this year we are planning to host an Investor Day in which we will share with you our multiyear roadmap and specific milestones to enhance organic performance and drive shareholder value.

Turning to our full year results. We delivered $290.4 million in adjusted EBITDA for 2023, holding performance within 3.5% of 2022, which had a record retail CPG of over $0.41 per gallon. We delivered this result in the context of a 3.4% decline in national OPIS fuel gallon demand, with a more pronounced decline in the fourth quarter. Our newly acquired businesses and continued momentum with our in-store merchandising efforts served to mostly offset lower gallon demand. As we have discussed in the past, we have directed our retail fuel pricing team to optimize fuel contribution at the site level. While we recognize this pricing strategy results in a tradeoff between gallons demand and CPG, we believe this is the correct strategy currently given market and consumer trend in the areas in which we operate.

We plan to maintain this pricing methodology while we evaluate this in the context of our overall multiyear roadmap. Total Retail fuel contribution for the year was $435 million, up close to 5% for the year. Turning to inside store sales. Many of our 2023 initiatives continue to show momentum due to our focus on our 3 key merchandising and marketing pillars: our fas REWARDS loyalty program; growing sales in core destination categories; and expanding our food and beverage service. I want to take a moment to touch on each of these pillars now. First, on our fas REWARDS loyalty program, we exceeded the 2 million enrolled member mark in the fourth quarter, and we continue to invest to drive new enrollment growth, deepen our relationship with existing customers, and offer our enrolled members valuable discounts that help address the ongoing inflationary pressure they’re facing.

We are pleased with what we are seeing from our loyal customers and believe there is significant untapped opportunity as we continue to evolve our loyalty program. In the fourth quarter of 2023, transaction size associated with enrolled loyalty members averaged $12.70 per transaction, or approximately 32% more than the $9.62 per transaction for non-enrolled members. As an example of the opportunity we see in front of us, in 2022, we enrolled approximately 283,000 members. In 2023, we enrolled another, approximately, 730,000 members. We believe this background underpins the opportunity of our loyalty program. We continue to work to accelerate new member enrollment and are leveraging our recently launched pizza program to deliver meaningful value for our enrolled loyalty members.

I will touch more on our pizza program in a moment. Turning now to our core destination categories, which are packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks, and beer. These 6 categories accounted for over 50% of our merchandise contribution this quarter and for the full year. This concentration allows us to focus our assortment initiative on a narrow group of categories and leverage strong supplier partnerships that help drive total store sales. As a result of our ongoing work, penetration of the company’s core destination categories represented close to 43% of merchandise sales for the year. Food service proposition is a multiyear process with wins along the way. We are already building the foundation to support our long-term journey to establish ourselves as a food destination and establishing food service credibility.

In 2023, we added bean-to-cup coffee in 391 locations, including newly-acquired stores, bringing the offering to 945 locations. At the end of 2023, we collaborated with Tyson and launched a value-oriented chicken sandwich available for $2.99 for our enrolled loyalty members and available in 300 selected locations. And then, next, I’m very excited about our most recent food service launch. After almost a year of research and development, in January of this year, we launched our pizza offering as a take-and-bake at more than 1,000 stores and hot in approximately 225 of those stores. We have seen very positive customer reaction to the pizza with over 70% of those surveyed saying they will definitely purchase again. Our goal over the next several months is to have as many consumers as possible try this pizza and to roll out our pizza offering both take-and-bake and hot to significantly more stores.

The pizza is available to our enrolled loyalty members at a value-oriented price of $4.99 for a high-quality whole pie. In addition, as we shared in October 2023, we created and filled a new senior leadership role that is responsible for developing a companywide cross-functional food strategy and scaling it across our stores. We look forward to sharing more on this work as we move through the year. Starting this year, we are beginning to build 3 new stores, with the first expected to break ground in the next few weeks. These new stores will offer a great customer experience, including food service. As we continue to explore opportunities to expand our retail footprint, take a look at the cover of our presentation where you can see a picture of an unmanned express store on one of our Quarles cardlock location in the Richmond, Virginia, area that just opened 2 weeks ago.

I will now turn the call over to Rob to review financial results and share our thinking on 2024.

Rob Giammatteo: Thank you, Arie. Good morning, everyone. I wanted to take a brief moment to thank the talented Arko team for the warm welcome over these past 2 months. I’m excited to join the company on its journey toward realizing its full potential and very much look forward to meeting our covering analysts and speaking with many of you soon. Starting with full year 2023 results. As Arie referenced earlier, total company EBITDA of $290.4 million was down just over 3.5% from 2022. At the segment level, our Retail segment delivered approximately $315 million in adjusted operating income, essentially in line with 2022 results with the contribution from our recent acquisitions and continued same-store merchandise contribution growth offsetting reduced same-store fuel contribution.

Total merchandise revenue was $1.84 billion, up from $1.65 billion in 2022. Same-store merchandise sales were up 0.4% with same-store merchandise contribution up over 4%. Excluding cigarettes, same-store merchandise sales were up 2.5%. Same-store fuel gallon demand was down 5.3% for the year compared to national OPIS, which was down 3.4%. Same-store fuel margin of 38.6 CPG was down 2.7 CPG from a record 2022. The combined impact of lower fuel gallons and reduced CPG resulted in a same-store fuel contribution decline of approximately $46 million from full year 2022. Full year 2023 adjusted operating income of $79 million at our Wholesale segment was essentially in line with 2022, with contributions from acquisitions offsetting the impact of decline in fuel contribution from a record 2022.

Full year 2023 adjusted operating income at our Fleet segment of approximately $41 million was up just over $20 million from 2022, reflecting a full year of operations from Quarles versus a partial year last year and our WTG acquisition. Full year 2023 total company general and administrative expenses increased approximately $25 million compared to 2022, primarily due to our recent acquisitions. Full year 2023 net interest and other financial expenses increased by approximately $12 million compared to 2022, primarily due to a higher average outstanding debt balance and a higher average interest rate. And finally, full year 2023 net income was approximately $35 million compared to $72 million for 2022. Turning to fourth quarter 2023 results.

Our Retail operating segment delivered approximately $72 million in adjusted operating income for the quarter, which was down 3.3% from a year ago period. Merchandise sales and merchandise contribution were up 10.8% and 19.6%, respectively, reflecting a 240 basis point expansion in margin rate. Retail segment fuel gallons and fuel contribution were up 10.9% and 4.8%, respectively, to the year ago period. Operating expense was up 18.2% for the quarter, with the increase related almost entirely to our acquisitions. Growth in all aforementioned segment results was driven by our acquired businesses, which delivered in excess of 12 million in adjusted operating income to our Retail segment for the quarter. Same-store merchandise sales, excluding cigarettes, were down 1.8% versus the year ago period, while total same-store merchandise sales were down 2.8%.

Same-store merchandise contribution was up 3.9% to the year ago period, reflecting the strong underlying organic margin expansion related to our ongoing merchandise assortment work. Same-store fuel gallon demand was down 7.5% for the quarter compared to national OPIS, which was down 4.6%. Same-store fuel margin of 38.2 CPG was down 2.7 CPG from a record 2022. The combined impact of lower fuel gallons and reduced CPG resulted in a same-store fuel contribution decline of approximately $14 million from the year ago period. Same-store operating expenses were up less than 2%. Moving on to our Wholesale segment. Adjusted operating income was $18.1 million for the quarter versus $17.5 million in the year ago period, with total gallons up 7.2%. Growth was driven by acquisitions that closed in 2023, which delivered $2.4 million in adjusted operating income for the quarter.

For our Fleet segment, adjusted operating income was $9.7 million for the quarter versus $13.3 million in the year ago period, with total gallons up 11.8%, reflecting performance against abnormally high diesel margin per gallon and fuel volatility that we referenced in our 2022 year end call. Acquisitions that closed in 2023 delivered $2.2 million in adjusted operating income for the quarter. Total company general and administrative expense for the quarter was $38.1 million versus $39.3 million in the year ago period. Total company adjusted EBITDA of $65.5 million for the quarter was down $6.9 million from the prior year period, with the decline primarily due to reduced same-store fuel contribution. Net interest and other financial expenses for the quarter were $22.9 million, compared to $16.3 million in the year ago period.

Net income for the quarter was $1.1 million, compared to $12.9 million for the year ago period. Please reference our press release for a detailed reconciliation from total company net income to adjusted EBITDA. Turning to the balance sheet. Excluding lease-related financing liabilities, we ended the fourth quarter with $845 million in long-term debt, comprised of our 2029 senior notes, the draw on our Capital One line, and the remainder primarily related to real estate and equipment financing. Our $140 million ABL remains completely undrawn as we manage working capital needs from operating cash flow. We maintain substantial liquidity of approximately $830 million, including $218 million in cash on hand at year end, along with the remaining availability on our line of credit.

Of this total liquidity, approximately $460 million is attached to our Capital One line, which is reserved for M&A activity. Together with our outstanding Oak Street commitment of almost $1.5 billion, we are comfortable that our balance sheet has more than adequate flexibility to support both ongoing organic growth initiatives and M&A. Including investment capital, total capital expenditures for the quarter and full year 2023 were $35.6 million and $111.2 million, respectively. Turning to 2024, as you may have seen in our press release, we have initiated full year earnings guidance this quarter to help investors better understand our earnings outlook. We are currently modeling total company full year adjusted EBITDA in a range of $250 million to $290 million versus $290.4 million for 2023.

Our full year earnings outlook corresponds to an average retail fuel margin of 36 CPG on the lower end and 40 CPG on the higher end of our guidance range. Please reference our press release for a full reconciliation of net income to adjusted EBITDA. And finally, some detail on our first quarter, which has historically contributed approximately 16.5% of our full year results. Based on quarter-to-date trends, we expect our first quarter to contribute less to the full year adjusted EBITDA than in prior years, representing 12 to 14% of our full year adjusted EBITDA guidance. Our guidance framework reflects our expectations for current trends to normalize coming out of the first quarter, along with our ability to leverage our food initiatives, loyalty program, and fuel pricing strategy, during the higher traffic summer period.

Our first quarter outlook corresponds to an average retail fuel margin of 35 CPG on the lower end and 39 CPG on the higher end of our guidance range. And with that, I’ll hand it back to Arie for closing remarks.

Arie Kotler: Thanks, Rob. I will close by saying that I’m extremely proud of the team here for all of its hard work in identifying, executing, and integrating five acquisition over the past 18 months. As I discussed earlier, 2024 is a year for us to focus on unlocking the value of our current assets for our stockholders. I’m excited about the work we are doing on our multiyear strategy roadmap and I’m looking forward to sharing with you later this year. I want to end by thanking the company’s almost 13,500 employees for their hard work and dedication. With that, we will open it up to questions.

Operator: Thank you. [Operator Instructions] Our first questions come from the line of Bobby Griffin with Raymond James. Please proceed with your question.

Bobby Griffin: Good morning. Bobby. Thanks for taking my questions. I guess first up for me, Arie, can you elaborate a little bit on the current trends you’re seeing in 1Q that is driving the delta and your expectations of the business versus the historical standards that we’re used to seeing in 1Q. And I guess I asked this in context, even versus our model, the retail margins that you guys are forecasting are not much off where we were forecasting 1Q retail margins, but the EBITDA performance is different than what we were thinking. So maybe any details around what is going on from a current trend standpoint driving that?

Arie Kotler: Sure. So you’re referring, Bobby- good morning, Bobby. Are you referring to Q4 or you’re referring to Q1?

Bobby Griffin: Q1. Q1 you guys are forecasting for the first quarter to be a lower percentage of the total year than it historically is. And the retail margins look pretty fine in the forecast for the first quarter. But you reference some current trends that are giving you pause or driving some of the lower benefit from the first quarter. So I’m just curious if you can elaborate on what these current trends are. Is it weakness in volume? Is it merchandise weakness? What is driving the delta here in the first quarter?

Arie Kotler: I think I will start first of all with fuel, and then I’ll let Rob, maybe chime in related to the merchandise. But related to fuel, as you know, Bobby, OPIS national is down close to 7% for the first quarter. This is something that we’re seeing over here, and we are also seeing a little of that softness when it comes to CPG. That’s, of course, always a tradeoff. So I think CPG and demand and low demand in the first quarter, it’s actually attribute a lot to that. We don’t like to blame the weather, but as you know, first quarter in January this year, we had some weather event across the country in the middle of January. And usually, the first quarter is the slowest quarter in this industry. And we saw the same thing, by the way, happening to us last year.

But I think one of the biggest thing over here is, of course, fuel drive – the demand down and CPG a little bit light, it’s something that drive it. But again, I can only speak based off today. Today we are still in February. We are heading next week into March, getting very, very close to the season. And things, of course, can change up and down during basically first quarter, beginning of second quarter.

Rob Giammatteo: Yes, Bobby, good morning. Just to add a little color to the guide. So quarter to date, the guide is based on a trend coming out of the fourth quarter. So we’ve got it positioned down high-single digits for retail gallons. Again, we’re not stepping out on the trend right now. We’re going to position things where the trends are given where they’re in January, February period. From a fuel margin range, we shared sequentially that we were $0.35 to $0.39 for the quarter. We have seen modest sequential improvement from December to January to February, but it has been modest. So again, we’re holding at that range that we shared in the prepared remarks. And then on the merchandising side, quarter to date, same-store sales are down mid-single digits.

I’ll note we’re up against a strong period last year. So on a 2-year stack, we’re running roughly flat, and you should be thinking about that for the full year. We’re using that 2-year run rate as we look at Q2 through Q4.

Bobby Griffin: Thank you, Rob. Nice to meet you as well. Appreciate the details. Sorry, I should have started the question Q&A with that, but welcome to Arko. I guess on the merchandise side of things, can you maybe unpack that a little further and what you think is going on? Is it just a general weakness trend in the industry or is there some levers that you guys need to pull to maybe grow faster or in-line with the industry? Just anything there on that category. And if you believe you’re maintaining share there.

Arie Kotler: I can only tell you what I believe. I believe that this is a general trend in the industry. As I said, when you see the fuel demand down in the first quarter, we just see some softness in the market. And again, we’re talking right now about January, and we’re talking during the first 7 weeks of the quarter. And as you can expect, this is like the slowest time basically of the year. And given that we are providing guidance first time over here, we can only advise what do we see over the past few weeks. As I said, as we move towards March, April, May, towards the summer, we believe things will actually start to pick up again as we saw almost every year and we see the same thing.

Bobby Griffin: Thank you, I will jump back in the queue. And turn it over to somebody else.

Arie Kotler: Thank you, Bobby, appreciate the questions.

Operator: Thank you. Our next questions come from the line of Anthony Bonadio with Wells Fargo. Please proceed with your question.

Anthony Bonadio: Yes. Hey, good morning, guys. Thanks for taking my questions. So I just wanted to dig in a little bit on the fuel margin guidance. I guess what I’m trying to understand is why $0.36 to $0.40 per gallon is the right number. Maybe you can just walk us through the assumptions that got you to that and what you think might drive a decline versus what you saw in ‘23.

Rob Giammatteo: So, Anthony, as I mentioned earlier, we’re using trends, and we’re looking at the full year. So the reason why we’ve got a little bit of a disconnect between quarter and year is we’re using trends for the first quarter with what we’re seeing quarter to date. We’re using 2023 trends for the full year. So Q2 through Q4 are positioned on a slightly different basis. So you know that for last year, our fuel margin was off – CPG was off modestly versus the prior year, and our gallons were down 5% for the year. So the trend we’re using again on a full year basis for Q2 through Q4 is having that gallon demand down mid-single digit, and the CPG midpoint down about $0.01 from 2023 levels.

Anthony Bonadio: Okay, got it. And then just a little more on guidance. I know you mentioned that like 2-year flattish stack on merch comps, but I guess just how should we think about the other underlying assumptions there as we think about gallons, merch margins? And then I think the answer is no here, but are you assuming any M&A in that figure?

Rob Giammatteo: So, on merch margins, we are modeling continued expansion of merch margins. I would not be modeling at the same rate you did for last year, but we are expecting it up. So, again, we do intend to have that continue. And then again, to reiterate, the same-store gallons we have down mid-single digits, consistent with what we had for fiscal ‘23.

Arie Kotler: And I will answer the question regarding M&A, Anthony. So, as you know, we have over $2 billion in available liquidity to continue M&A. We’re going to continue to be disciplined, but the one thing that I mentioned during this call, and I want to reiterate. In the past 9 years, we closed over 25 acquisitions. Just in the past 18 months, we closed 5 large acquisitions. We had scale – I can say that we probably declare victory when it’s come to M&A. We bought a lot. And as much as I spent time on acquisition, my plan for 2024 is, again, let the M&A team continue to do what they’re doing on a regular basis. But my team, including myself, this is the time for us to peel the onion. I believe there is a lot of levers that we can pull.

I believe there is a lot of untaped opportunities that we have inside the stores, given the scale that we’ve built over here. And this is what we are going to do and this is what we are concentrating, starting with the pizza launch just 3 weeks ago and actually a month ago, starting with the pizza launch, we are going to invest in our stores, we are going to spend a lot of time in our stores to start basically to get into the weed and get all of those opportunities that are out there and just make sure that we are tapping on them.

Anthony Bonadio: Got it. Thanks, guys.

Arie Kotler: Thank you, Anthony.

Operator: Thank you. Our next questions come from the line of Kelly Bania with BMO Capital Markets. Please proceed with your question.

Kelly Bania: Good morning, and thanks for taking our questions. Welcome, Rob. Arie, I was wondering if you can maybe elaborate. I know you’re talking about an Analyst Day, but just elaborate a little bit more on the opportunities to drive organic growth. You talked about the Retail segment. We’ve seen the announcements about the pizza program. But should we expect that there’s going to be a pause on M&A for some time? And just help us understand where the opportunities are from an organic perspective?

Arie Kotler: Sure. Sure. So you probably saw, Kelly – I’ll start with the three pillars. Pillar number one, of course, is the loyalty. As you guys saw in 2023, we added over 730,000 members basically to our loyalty program. Just in Q4, and this is just an example, and Q4 this is not the biggest Q, but just in Q4, as you can see, enrolled members spent $12.70 versus non-enrolled members that spent $9.62 per transaction, which is approximately 32% more. This is an opportunity for us, and this is something that we’re going to continue to work really, really hard. We had a goal over here. The goal was to get to 2 million members, and we actually achieved our goal in 2023. As I mentioned, our goal is to get to 3 million members, and this is something that we are going to concentrate and work really hard.

I believe the pizza program, by the way, that I mentioned earlier, it’s a great opportunity. Just for everybody’s benefit, the whole pie pizza that we created over here for $4.99, it’s only for enrolled members. And if you’re not an enrolled member, you’re going to pay $7.99 per pizza. So we created the opportunity for enrolled members to come in the store and grab this great tasty pizza for $4.99. $3 difference, we believe, it’s going to create the opportunity for people to actually to enroll. So that’s, I think, the first pillar. The second one is, of course, the core destination. As you guys see, we continue to increase margin quarter after quarter. And the increase in margin is, of course, because of the basket. Our assumption that people are going to come in the stores and buy this great pizza and some other opportunity, like I mentioned, like the $2.99 for a chicken sandwich.

Just for everybody’s benefit, the chicken sandwich in convenience stores cost more than $2.99. The non-enrolled member are paying $3.99. And again, this is a great quality sandwich. And the idea is, again, how do we increase the basket. Going back to the core categories, we believe that with those items, as we get into food service and invest more time and having food service, we believe that the core destination will grow, which will grow, of course, the margin. And the last, basically, point was related to, of course, to M&A. We’re not going to slow down M&A, but we are going to, as I say, to concentrate probably on a little bit larger transaction to make sure that the team is not distracted. But as I said, my plan this year, 2024, Arie, is to spend more time in the stores, make sure that the food programs that we are putting in is basically going to tap into those opportunities that we see out there.

I believe that the increase in loyalty and loyal members over here is a tremendous opportunity for us to walk with those members. Our job is, of course, to provide value to those members. We’ve been doing that this year, and with that, we were able still to increase margin quarter after quarter, year-over-year. And if you go back, and I’m finished with that, if you go back just between 2022 to 2023, we were able to increase margin 140 basis points.

Kelly Bania: Can I just follow-up on the loyalty? You talked about the bigger basket sizes, which is impressive given the lower price points. But can you maybe parse out if there’s any traffic benefit from those loyal customers? Maybe just traffic versus customers on the loyalty program and then traffic for non-loyalty customers.

Arie Kotler: The loyal members are coming more often to the store versus the non-loyal member. And I think that would drive the traffic. That’s the reason why we keep saying that the loyal members are spending 32% more. But it’s not only spending more, it’s also basically coming more often to the store. And the reason they’re coming more often to the stores is because on a regular basis, on a daily basis, we send the loyal members – every enrolled members on a loyal basis is getting very valuable promotions that only enrolled members can actually get, and that’s what drives them. And this is right now, if you’re looking basically on the basket right now or on the trend, in 2021, when we basically just started, if you’re looking on our basically sales, which was around 13.9% loyal members, today it’s around 19.3%.

When it comes to basically to merchandise sales from a contribution standpoint, in 2021, the contribution just from – merchandise contribution just from loyal members was around 12.9%. Today it’s 17.6%, basically in Q4 ‘23 versus Q4 ‘21 when we just started. So we believe that not only they’re coming more often, they’re actually spending more because of that, and they increase the traffic.

Kelly Bania: Thank you. Can I just ask one more about fuel? I think the comment was that you’re planning for gallon demand at retail down about mid-single digit, and with the midpoint of the CPG range down about $0.01, that’s another 2%, so a high-single-digit decline in retail fuel profits from the same-store perspective. Do you see that just maybe 2024 is a year to get back to stabilization and then return to growth beyond that? Just curious as you look at the structural factors that maybe investors were expecting to drive fuel margins higher, are those still at play? Is there something else going on? Is it just a reversion year? Maybe just help us think about or understand how you’re thinking about that.

Arie Kotler: We are just at the beginning of 2024. And if you remember last year in 2023, we also saw Q1 with a lower CPG versus what we saw during the year. And because we are providing first time guidance right now, we can only talk about trend of what we see over the past six weeks to seven weeks. I can’t forecast the year. I don’t see any reason. By the way, this is my belief, Arie. I don’t see any reason for CPG to decline. I still believe that all of the operators out there, from a structure standpoint, everybody have the same expenses and everybody have the same issues dealing with expenses. So, again, given where we are today, based on the trend over the past seven weeks, that’s what we had to put out there. But again, I believe that things shouldn’t change basically from 2023.

I think 2022 was a very high CPG, a record CPG year of over $0.41 for the year. But at the end of the day, we finish 2023 $0.02 below, which is not significant. So, I don’t see any reason for those things to change. But again, it’s too early in the year. There are so many things can happen during the year, but that’s where I stand today.

Kelly Bania: Thank you.

Arie Kotler: Thank you, Kelly.

Operator: Thank you. Our next questions come from the line of Mark Astrachan with Stifel. Please proceed with your question.

Mark Astrachan: Yes. Hey. Thanks. Good morning everybody. I guess to start, maybe can you talk about the flow through impact of correlation from retail fuel gallons to the in-store merchandise sales.

Arie Kotler: In terms of?

Mark Astrachan: Well, in terms of just the correlation, right? It seems from the outside-in that if fuel gallons are weak, fewer people are visiting stores, and therefore, the merchandise sales in-store are weaker. Is that reasonable?

Arie Kotler: Not necessarily. Again, I mean again, what we are doing – just to be clear, we keep talking about optimizing gross profit outside, but I can tell you that we are absolutely focusing on our market share inside the store. So, by definition, when people are driving less, you have less people, of course, coming in. But I mean overall, this is an area that we concentrate. We are competitive outside. We are pricing fuel site-by-site, location-by-location, market-by-market. This is not going across the board. And the one thing that we are watching when we price fuel, while we are trying to maximize gross profit and optimize gallons, we are making sure that we are watching the trend inside the store. I believe that the market that we do business, I think I mentioned it last year, 40% of our stores are in town that have 20,000 people or less.

20% of our stores are in town that have 20,000 to 50,000 people. And again, some of those areas, rural areas, a little bit maybe low-income areas, and I think some of those people are just being impacted by the inflation. And that’s the reason why we are coming up with all of those valuable promotions. For example, pizza for $4.99, you can today feed a family for less than $10. And those are the things that we are concentrating and those are the things that we bring to market. And I think those are the things that are going to help us actually to grab more traffic inside the store.

Rob Giammatteo: And in market, say, if you look at the fourth quarter where we had a pretty large spread, right. The same-store sales were down low-single digits, the gallons were down high-single digits. So, our job is to figure out how we leverage the loyalty program, how we talk to our customers, how we continue to drive to the inside and control the things that we can control. And I think that’s what we are going to be focused on going forward.

Mark Astrachan: Yes, that’s helpful. I guess it’s really more getting at just whether the strategy that you have talked about in terms of managing the dynamics around fuel profitability and fuel volumes, and then obviously how that translates into in-store sales is the right one. Obviously, I respect that you are running a business at your company to do that. The stock obviously would suggest that there are challenges seen by the market, which isn’t necessarily the right or the wrong thing. It is what it is, right? It’s a report or the market is telling you, hey, maybe there is something going on here. I guess how do you balance that, your long-term strategy, what you have seen in the results and how that translates into the stock with whether you pivot to some extent on that strategy, or if none of that is correct, is it just partly the markets in which you operate?

Are you like talk about what you just said in terms of smaller cities, towns that you operate in, more economically sensitive consumers? Is it just this is what we all have to deal with because your consumer base is different than some of your competitors?

Arie Kotler: Sure. So, Mark, I have been around the block for 20 years, over 20 years in this industry. In this industry you have one quarter that is great, one quarter that is maybe not great, but at the end of the day, overall, you are looking on a full year. If you are looking on our company, year-over-year, we are basically down 3.5% from prior year 2022, which was a high record year of over $0.41 CPG. Everybody knows that was a high record year. At the end of the day, we managed the business. And as you can see, yes, fuel contribution is down around, if you are looking for the full year, $46 million. But at the end of the day, if you are looking on merchandise contribution inside the stores, we actually finished the year, sales excluding cigarettes, 2.5% for the year.

So, we can’t just watch one quarter or another. We will actually finish the year with 2.5% I mean basically same-store sales, excluding cigarettes. Including cigarettes, it was 0.4%. But the reason I keep talking about excluding cigarettes, and I think that’s something that the market needs to appreciate, this is what drives basically the margin. The margin is being driven by sales, excluding cigarettes. Everybody knows that cigarette consumption is down, and that’s by the way, one of the reason that quarter-after-quarter you see that the percentage of cigarette contribution inside basically our total contribution continue to actually to come down. And sales from other categories, which are the core categories that I mentioned, continue to increase.

At the end of the day, we manage the business on a yearly basis and coming off $0.414 per gallon year, we managed the business ending up with $290 million, which is only 3.5% below the high record year. So, I think we did a very good job on that.

Mark Astrachan: Okay. Thank you.

Operator: Thank you. Our next questions come from the line of Karru Martinson with Jefferies. Please proceed with your question.

Karru Martinson: Good morning. My apologies if I missed it, but did you give CapEx guidance for 2024, I heard some new store openings there?

Rob Giammatteo: No, we are not going to give CapEx guidance, it’s early in the year. And as Arie mentioned, we are working on a number of things internally. And so we want to give ourselves the time to fully develop that strategy. But I would expect we would be at or above prior year levels, so we are not issuing specific guidance on that front.

Karru Martinson: Okay. And then in terms of operating costs, I remember a few quarters ago, you had talked to the fact that just costs have gone up here. You have to grow the merchandise side of the business to offset that. And I was wondering what’s the opportunity there to see those costs come down as a percentage of sales or stabilize, and what’s the outlook for the markets that you serve.

Rob Giammatteo: I think if we look at OpEx for the year, I think it was fairly well managed, right, it’s around 2% or so for the year. So, I think we are doing a good job with that. I think we are managing our business to the trends that we see. We have seen the average wage rate, which was growing rapidly, is still growing, but at a lower rate. So, I think we are starting to see some of the normalization on that front. And again, we are just going to continue to focus on making sure we have the right labor for the demand in the stores. I think that’s an ongoing activity that we continue to work. On a larger scale, I think we haven’t talked about G&A. And I think there are – one of the reasons I think that I am here just starting to look at some structural opportunities on the G&A side as well.

So, I think one of the things we will be looking at is how we can leverage the margin that we do bring in on the expense side. And that’s going to be an ongoing activity through 2024.

Karru Martinson: Okay. And then just lastly, I would love to say that, hey, open up some locations here in New York, because the $2.99 chicken sandwich for loyalty members is an incredible bargain to us city dwellers. Thank you very much, guys.

Arie Kotler: Appreciate that. And maybe I can just comment on the NTI, because you mentioned NTI. And I think that’s going back to what I think the rest of the team actually asked earlier, including Kelly, about opportunities. And I just want to be maybe mentioning that. We have three NTIs. We are breaking down on the first one in the next few weeks. We have there NTIs for 2024. And one of the things that we have never discussed before, in all of those acquisitions that we did, a lot of those acquisitions came with additional land and additional opportunities. And this is the opportunity for us right now to tap into those opportunities that we bought in the past. That’s one thing. The other thing, as I mentioned, is the express store that we just opened on a Quarles location.

Remember when we bought the Quarles location over 1.5 year ago, which was a great deal for us, great transaction for us. Unmanned locations for diesel, 180 sites that we bought in July 2022, and we told people that our goal at the end of the day is to figure out a way how to tap into those unmanned location, how to tap our retail business, because the retail business bring a large contribution. We just opened an ExpressStop unmanned location on one of the Quarles stores in Richmond, Virginia. And the idea is to continue to expand those opportunities. The idea is to continue to expand retail, tap into all of those acquisitions that we did in the past and expand them with our loyalty, with our food service. Because at the end of the day, that’s what actually drives the margin, that’s what actually drives the contribution over here.

And I can tell you that we are laser focused on that, especially now in 2024, coming off so many acquisitions that we did over the past few years.

Karru Martinson: Thank you very much guys.

Arie Kotler: Thank you.

Operator: Thank you. Our next questions come from the line of William Reuter with Bank of America. Please proceed with your question.

William Reuter: Good morning. The first question, I know that historically, given that you do focus on the smaller markets, which, Arie, you highlighted in a previous response, there haven’t been tons of competitive openings. There are many c-store concepts that are pretty aggressively expanding at this point. Are you seeing any of those openings in your existing markets that are impacting certain stores?

Arie Kotler: I can’t talk about a certain store or talking just on a market. We are watching, of course, the market. We are seeing some competitors coming into different markets and some of them that we are operating, of course. But this is not something new to us. I mean, we always have competitor coming to some market. We are coming to some market as well. So I don’t see anything over here that is different than what we actually saw in the past.

William Reuter: Got it. And then my follow-up question, in terms of the store base, you mentioned you are not providing CapEx guidance for the year. But how do you feel about the health of the stores in general in terms of need for either remodels or changes to their size to allow them to offer some of these new merchandise products that you’re introducing?

Arie Kotler: So this is one of the things that I mentioned about Investor Day going and basically providing everybody our strategy. This is something we are evaluating at the moment. There is no question that we made our first heavy step into food service and we are going to continue to do that. And this is one of the things that we are evaluating. The idea is to invest in stores that we see potential and opportunities and this is something that we are going to present to everybody just a little bit later in the year.

William Reuter: Great. Look forward to that. Alright, that’s all from me. Thank you.

Arie Kotler: Appreciate that. Thank you.

Operator: Thank you. We have reached the end of our question-and-answer session. I would now like to turn the floor back over to Arie Kotler for closing remarks.

Arie Kotler: Thank you, operator. Thank you all for joining the call this morning. Great questions from everybody. Really appreciate that. We are looking forward to continue to discuss with you later in the year. And we hope that you guys are going to stop in our stores, especially we don’t have in New York, but we have 30 some other states that you guys can go in and buy the valuable pizza for $4.99 as long as you are an enrolled member, don’t forget that. Thank you everybody. Have a great day.

Operator: Thank you. This does conclude today’s teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.

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ARKO CORP

Q4 2023

Earnings Transcript

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