Greetings. Welcome to the Arko Corp. first quarter 2024 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.

Thank you. Good morning and welcome to Arko’s first quarter 2024 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 and quarterly report on Form 10-Q for the first quarter of 2024, as filed with the SEC, 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 2023. Before we begin, please note that all first quarter 2024 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. Please review the forward-looking and cautionary statements section at the end of our first quarter 2024 earnings release for various factors that could cause actual results to differ materially from forward-looking statements made during the call today. Any forward-looking statements made during this call reflect our current views with respect to future events, and Arko is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events, or otherwise. On this call, management will share operating results on both a GAAP and on a non-GAAP basis. Descriptions of those non-GAAP financial measures that we use, such as operating income as adjusted, and adjusted EBITDA, and reconciliations for those measures to our results as reported in accordance with GAAP, are detailed in our earnings release, or in our quarterly report on Form 10-Q for the quarter ended March 31, 2024. Additionally, management will share profit measures for our individual business segments, along with fuel contribution, which is calculated as fuel revenue, less fuel costs, and exclude intercompany charges by GPMP. And now, I would like to turn the call over to Arie.

Thank you, Jordan, and thank you all for joining us this afternoon. We performed as we expected during the first quarter, and remain focused on managing our controllable in this challenging microenvironment. While performance trends that we shared in February improved modestly throughout March, we continue to see a hesitant consumer adjusting to persisting inflationary pressure. We are aggressively positioning ourselves to navigate these near-term headwinds, as we continue to believe in the longer-term opportunities offered by the resilient convenience store industry. We believe that the operational announcement that we are implementing will not only help to guide us through this microeconomic environment, but will also lay the foundation for the multi-year transformation plan we are developing to accelerate organic growth. Turning to the first quarter 2024 performance, we generated $36.6 million in adjusted EBITDA, which was above the implied midpoint of the range we shared on our last call. Although same-store merchandise sales declined compared to the strong prior year quarter, they were up 4.6% on a two-year stack, excluding cigarettes. Additionally, our ongoing efforts to announce assortment mix drove significant merchandise margin rate expansion, which offset the decline in same-store merchandise sales, delivering modes merchandise contribution growth over the prior year period. We also made progress on all three of our merchandising pillars, with continued growth of our fast reward loyalty program, acceleration on our core destination merchandising categories, and expansion of our food offering. We expect these efforts to drive traffic to our stores and to improve profitability, but these pillars will remain central to our merchandise strategy. I would like to utilize more time on this call to focus on the larger structural changes we are initiating. We have been an aggressive acquirer over the last 10 years, closing on 26 acquisitions to build scale. We…

Thank you, Arie. Good afternoon, everyone. Jumping right into first quarter 2024 results. As Arie referenced earlier, total company adjusted EBITDA was $36.6 million for the quarter, above the implied midpoint of the range provided on our last call. This compares to adjusted EBITDA of $47.5 million from the year ago period, with the variance driven by lower fuel contribution, regulatory statewide elimination of Virginia gaming income, and increases in same-store operating expenses. At the segment level, our retail segment contributed approximately $33.8 million in operating income compared to $41.6 million in the year ago. Adjusted operating income for the quarter was $46.5 million compared to $54.1 million in a year ago. Total retail merchandise sales and merchandise contribution were up approximately 3.6% and 9.7%, respectively, with merchandise contribution benefiting from significant rate expansion of 180 basis points. Retail segment fuel gallons and fuel contribution were up 2.6% and 5.5%, respectively, to the year ago period. Increases in merchandise sales and fuel gallons were driven by acquisitions that closed in 2023, which contributed $3.4 million in retail segment adjusted operating income for the quarter. Same-store merchandise sales, excluding cigarettes, were down 3% versus the year ago period, while total same-store merchandise sales were down 4.1%. Despite the sales decline, same-store merchandise contribution was up modestly compared to the year ago period, reflecting continued strong underlying margin rate expansion of over 150 basis points. Same-store fuel contribution was down approximately $2.8 million for the quarter, with the decline in gallons partially offset by stronger year-on-year fuel margin per gallon. Same-store of fuel gallon demand was down 6.7% for the quarter compared to national OPIS, which was down 5.9%. Fuel margin of 37 CPG was up 1.3 CPG from the year ago period, and improved sequentially throughout the quarter, reaching 38.1 CPG…

Thanks, Rob. I'd like to close out the call by emphasizing a few key points discussed on this call that will inform the framework of our strategy going forward. Over the past decade, our focus has been acquisitive as we have scaled to become one of the leaders in the convenience store industry. We now believe it is the right time to leverage our unique multi-segment operating model to more fully unlock the embedded value within our retail store network. We are committed to further driving shareholder value by improving the organic growth and profitability of our business, and we look forward to sharing our strategic transformation plan during our Investor Day later this year. With that, we will open it up to questions.

Thank you. [Operator Instructions] Our first question comes from Bobby Griffin with Raymond James.

Yes, good afternoon, everyone. Thanks for taking my questions. Arie, I first wanted to talk a little bit about the merchandise comps of negative 3% ex the cigarettes. Can you talk a little bit about what you're seeing from your customer? I know there's a lot of moving parts right now in the economy, but is some of the weakness here trade-down among items, smaller basket sizing? Anything there that you're seeing kind of across different geographies to help us kind of gather kind of what's going on from the core customer?

Sure. I'll elaborate a little bit, and then I'll let Rob maybe jump in, but I think everybody see that since Q4, going all the way to Q1, even though Q1 is probably the lowest Q, we see the microeconomic challenge. We see the inflation pressure, especially in markets that we do business, which involve low income. So, yes, people are trending down. Price of fuel by the way doesn't help us as well. The increase basically in price of fuel, that's another actually I think that actually impact their purchasing habit. So, I think people are spending less money, and I think that's one of the reason that we actually emphasize over here. if you're looking on our two-year stack, our two-year stack it's actually 4.6% excluding cigarettes. The reason I keep talking about excluding cigarettes, because the minute we are selling the - I call it the high-margin items, and as you can see over here, we were able to actually to finish the quarter with basically a minus 3%, excluding cigarettes, but we were able to increase margin on a same-store basis by 150 basis points. I mean, we basically were able to increase margin company-wide by 180 basis points from 30.7 last quarter to 32.5. And as you can see over here, the decrease in sales, we were able to basically compensate for that in selling high-marginal items. So, I think people are smoking less, but I think with the value proposition and all of the initiatives that marketing is issuing over here, especially the 4.99 pizza that we just launched in January, show you that that's basically bring more people in the door in terms of increasing basically sales of high-margin items. And that's the reason I keep saying this industry is very resilient. I mean, we see right now softness across the retail industry. But again, I think this is something that happens every few years and we just need to basically to actually to walk through the challenge and make sure that we continue to bring valuable promotions for our customers. And I can tell you that this is the one thing that our team are constantly working especially now going into 100 days of summer, I mean, the amount of valuable promotions that we have ready right now for 100 days of summer, I don't think I ever saw anything like this in my career.

Yes, Bobby, I’d just add on, I didn't see anything significant between the categories. I think it's a transaction issue where transactions are down. So, I think it's more of a macro issue that we're seeing versus assortment.

Okay. And then I mean, we talked last time, maybe just kind of how are you guys thinking about it as it plays out through the year, just trying to maintain the stacks? I mean, that was kind of the last conversation we had about some of these aspects, or anything you can share about April and early May trends.

Yes, I think look, April looked a lot like Q1 as it started off the first couple of weeks and then we saw it start to inflect a little bit and turn more positive in the second half. So, I think that we're seeing some acceleration off of what the trend was weaker in Q1. But again, it was kind of a tail of two months, with weaker in the first half and a little bit stronger in the back half. So, we're still watching it closely. As you might imagine, the next 30 days we're going to be in the peak selling season. We'll know a lot more at that point, but at this point, we feel okay with how we've got the rest of the year positioned.

All right, that's helpful. And then lastly, Rob, just trying to un unpack the guidance a little bit. I obviously haven't had the time to flow at all through the model yet and come up with new numbers, but like, is there something offsetting some of the fuel margin? Because EBITDA came in at least below our model for 2Q, and the retail side of cents per gallon is in line with kind of what we're speaking. So, I'm thinking maybe there's - is there more pressures inside OpEx, or is there some - any other offsets that are worth calling out as we kind of clean up the 2Q numbers for ourselves?

Yes. Look, what I shared, Bobby, for the full year at the last call, we said that the Q2 through Q4 gallons would be down 5%, right? We base that on the fiscal 2023 results, that longer term trend. Our year to go period, we are basing on that flat two-year stack. We are putting, to Arie's point, a lot more promotional activity behind the pizza program to drive sampling, and we believe that's going to have a meaningful impact in the second and third quarter. Did share that for the year, we expect the retail CPG midpoint to be down one CPG from 2023, and we are modeling increased merch margin rate the rest of the way Q2 through Q4, albeit at a slightly lower rate than what we saw in the first quarter. So, not a lot's changed from what we talked about in the first - the fourth quarter call back in February. So, maybe we'll chat offline on some of the other questions.

Yes, I guess, just what's the op - any major change in OpEx environment? I guess that's what I was getting at.

No. OpEx, we’re remodeling OpEx and total company G&A up low single digits for the year.

And that's the same as we talked about. Okay, perfect. That’s helpful. I was just trying to unpack those things. I appreciate the details. Best of luck here in the second quarter.

Our next question comes from Anthony Bonadio with Wells Fargo.

Yes. Hey guys. So, sort of piggybacking on Bobby's question on guidance, I wanted to dig in on the gas margin guidance a little bit. Can you just talk about maybe what you're seeing so far in the quarter that's getting you to that Q2 $0.37 to $0.40 per gallon range? And then given that's a little more constructive of late, just like looking at industry data, I guess why is that $0.36 to $0.40 still the right number for the year? Just any updated thoughts on how you're thinking about margin dynamics would be helpful.

Yes, look, I think if I could predict it, I'd be in a different place. But I think, look, we were going up against last year, which saw significant acceleration in the second and third quarter. Specifically, we were up against a $0.40 and a $0.41 CPG in the second and third quarter. So, we do expect and we're modeling things to expand from where we were in the first quarter. We've seen some encouraging things recently with rack to retail where we think it's a higher level supported than the first quarter. But we're expecting to be, as I mentioned, $0.01 down - the midpoint being $0.01 down to last year. And you can look at what last year ran. It ran 40.3, 41.2, and 39.5 in the second, third and fourth quarter. So, that's kind of how we're looking at things.

And by the way, Anthony, I think the one thing to remember is our strategy. Our strategy basically didn't change. We were able to capture an extra 1.3 cent per gallon on same-store going from 35.7 to $0.37 per gallon. Companywide, 36.4 versus the 35.4. So, we were able to capture an extra penny over here companywide while basically trending very, very close to - basically to the OPIS national average over here. So, we are going to continue to try and capture margin and continue to be very competitive, of course.

Okay, got it. That's helpful. And then I just wanted to ask about inside margins a little more. It looks like Q1 was a new record on inside margins. Can you just maybe dig in a little bit on some of the underlying drivers there, and then how you're thinking about the ability to sustain that expansion as we model the rest of the year?

We're not providing details, as you know, about exactly how we got the margin. I think the most important thing to say is that with cigarette decline, as I mentioned it's basically continuation of core categories. I kept talking about the $4.99 pizza, which is a very, very valuable item. And we're basically selling high-margin items more than cigarettes. And I think that's what drive the margin over here. And remember, we kept talking about food service concentration. We just started. We just started. Pizza was just the beginning. We are getting ready to launch the Nathan’s hotdog into our stores. We were able to add 105 bakery items to additional stores. So, as long as we continue to add more and more high marginal items, and that's what we're doing, and that's what we're focused over here, that's what's going to drive basically the margin up.

And Anthony, just to be clear, we don't expect that level of accretion in the forward quarters. We're not modeling that at least, but we're continuing to drive - to Arie's point, to drive the food service penetration, which we think is significant opportunity for us versus where we think the industry is.

Understood. Thanks, guys.

Our next question comes from Ben Wood With BMO Capital Markets.

Hey, thank you for taking our questions here. Wanted to follow up a little bit on the inside of the store trends, but specifically with the pizza rollout from last quarter. Any color you can share at this point, any sales lift you're seeing, incremental labor or shrink? We'll start there.

We don't see any incremental labor at the moment. We just - like I said, we launched the pizza in January, third week of January. We launched the pizza just before the football basically. We're very happy with - basically with the results so far. This pizza program, growing to become a very strong category since we launched it. It's a great offer to our customers. And like I said, we are going to use this - basically the pizza program, we are going to use for 100 days of summer. And just to elaborate, I mean, we're talking about very high-value promotions. For example, when you buy 12 pack of Pepsi, two packs or 12 pack of Pepsi, you're going to get basically a free pizza. And all of those promotions are being supported by the CPG company that are supporting us over here. So, the idea is really to drive and drive and drive and drive more pizza sales with all of the high marginal item that we see across that. And I believe that the more inflationary pressure we see over here, I believe that's going to become a very big sell for us moving forward.

Okay, that’s helpful. And then switching gears a little bit, can you just walk us through the thought process behind converting some of your retail sites into dealer sites in just a little bit more depth? Any color on the magnitude? I know you said it was meaningful, but are there specific markets or banners you can share at this point? And then just trying to get a sense for maybe what the spread is between the performance at some of your retail sites, but what were some of the benchmarks you guys used to address which sites you would convert versus which sites you would retain in the fleet?

Sure. First of all, just maybe for a high level just to basically mention that this is not something new that we actually did. This is something we used to do in the past. As I mentioned earlier, we converted in the past less performing stores in some geographies that are less attractive for us or we don't have scale. So, this is something that was done in the past. I think what - the goal, and this is something I mentioned on the last call, the goal is really to drive organic growth and invest in our best stores and concentrate on the best stores in our fleet. So, as part of our transformation plan, we basically hire a consulting firm, a very reputable consulting firm to help us. We've been dealing - working with them over the past few months. And over the past few months, the idea is really for them to challenge us, to challenge our fleet, to learn a little bit more about the markets that we have - we are stronger in some markets, and maybe weaker a little bit in some other markets. So, we don't have the scale in some markets. So, the idea really is to take some of the stores, and we identified some of them, some of the stores that are basically performing less than the other, we are not sure that there is a lot of upside in some of those stores to invest money because I don't believe that the return on capital is going to be there. And given that we have the wholesale platform over here, and that provide us an advantage. Remember, we have 1,800 customers. Every one of those customers become a potential dealer. The idea is really to go ahead and dealerize some of those stores, as we did in the past. We are going to be able to basically reduce operating expenses because of that. We are going to be able to reduce G&A because of that, and at the end of the day, we’re just going to make more money running them as wholesale location versus retail location. Remember, we are going to still keep basically the fuel volume because the stores still aren't under our control. We are going to keep the fuel volume. It’s just going to be a long-term arrangement with some of those dealers. And while we’re actually keeping the scale over here. We didn't determine the amount of stores at the moment, but what we are planning on doing on a quarterly basis, we are going to update you guys on how many stores we decided to dealerize and what's basically the impact because of that.

Thank you. I appreciate all the color.

Our next question comes from Karru Martinson with Jefferies.

Good afternoon. When you talked about optimizing pricing to drive top-line zone pricing, what's the impact that you're looking for, both on the top margin and also on the gross margin line?

Yes, so thanks for the question. We’re not sharing that level of detail today. That's going to be more as we get into the Investor Day, but certainly you can understand there's a lot of folks who do this matching customer segments and the pricing in the various stores. So, the work that's been done that Arie was talking about, has a lot of detailed customer market research done in terms of what type of customer, how does that match with our brand promise, our brand delivery, and trying to understand again, where we can be perhaps more aggressive on pricing and where we need to be a less and understand a lower segment customer. So, it's going to be - it's something we think is a significant opportunity fleet-wide, and we think it is going to make more sense and resonate with our customers, especially the more cost-sensitive ones who are being impacted in the inflationary environment. So, more to come as we get to Investor Day. That's going to be one of the items we're going to be diving into.

Okay. But that is built into the guidance that you have for the year, correct?

No. So, that's something that - a capability. So, as Arie mentioned, the transformation, there's quite a bit of capabilities. That would be one of the capabilities, part of the transformation program.

Okay. And then just on the share buyback authorization, just so I'm clear, it looked like you had about $1 million left on the original $100 million. So, is the $125 million a brand new program, or is it that $25 million expansion from the original $100 million.

It's a $25 million expansion.

Okay. Thank you very much. Appreciate it. Thank you very much, guys.

Our next question comes from Hal Holden with Barclays.

Hey, afternoon. I had two questions. The first one is, when you flip retail stores to dealerize them and maintain the wholesale relationship, does that result in a cash inflow to the company, or is it just simply a reduction in G&A expense?

It's both. I mean, first of all, you increase profitability. I mean, when you do something like that, you are able to increase profitability because you don't have the - you don't carry the operating expense. You don't carry the G&A. So, it basically will increase profitability and it'll increase, of course, the cashflow over here.

And in many times, there may be key money attached to it also. So, it's favorable across the board.

Right. So, that's kind of what I was asking there. There can be like a key payment back to you in some cases.

Sure. At the end of the day, just to be clear, I know the vast majority of that, we're not selling the business. I mean, we’re still basically either collecting rent or basically - in some cases, by the way, we may have a consignment arrangement that we’re actually going to split basically some of the profit when it's related to fuel.

Okay. And my second question was, as you guys think about this small trial that you're doing for the new store format that's going to grow, is the expectation that you'd fund that out of operating cashflow, or would we see you potentially increase borrowing to accelerate it?

I think we have plenty of liquidity right now. You're probably going to see us using operating cashflow for that. I mean, that’s the deal.

Okay, great. Thank you very much.

Our next question comes from Mark Astrachan with Stifel.

Yes, thanks. Afternoon, guys. Wanted to just ask a bit more on the in-store sales, how you're seeing traffic versus ticket, any sort of changes there in what potentially is driving a little bit of the softness? That's the first question.

Yes. So, Mark, we're seeing - as I mentioned earlier, transactions are down, and again, it's been offset a little bit by average ticket on the upside, but transactions have been the driving force on the downside.

Is that materially different over the last - I guess, the last two quarters versus maybe prior three or four quarters in order of magnitude?

You're going to have to forgive me for that one for being new in terms of, we just put some of the analytics in place. So, that could be something we can follow up on for you.

Okay. And then maybe just bigger picture question, if you could remind us just on how the food service sales, so the prepared stuff in-store tends to respond in a tougher macro environment where the consumer is may be squeezing a little bit more out of their dollars.

Well, I think that's the reason we are basically offering value over here. I mean, that's the reason we are concentrating on pizza. That's the reason we are concentrating on hot dogs. That's the reason we are concentrating on bakery items. We're really trying to provide chicken, forgot of course, the famous chicken. We are really trying to provide value to our customers, bundle to our customers. I mean, that's the reason I mentioned, for example - today, for example, if you go to our stores, you can pick up a two liter Pepsi with a pizza for $5.99. I mean, this is a great value for our customers. And I think that’s really what we have to drive over here, because people are looking for - basically for those opportunities. People are actually coming to our stores because of that. Remember, we have the loyalty members, over 2 million members that getting every day those - basically those valuable promotions. And this is what drives those people into our stores. And we keep seeing that - we didn't talk about that, but we keep seeing that. If you're looking on just in this quarter, we basically saw that the average enrolled loyalty transaction size were 34% greater than the non-enrolled members. And I think those promotions basically were driving them into our stores.

Got it. And just lastly, within your markets, I mean, maybe focus on just the markets where you're more concentrated, how do you think you fared versus some of your competitors from a fuel gallon consumption standpoint? And I ask it in part wondering whether you're seeing a bit of shift away from retailers which are offering a little bit more value from a gas standpoint. Does that constrict the number of folks that go into the stores if those locations maybe are part of bigger retailers? Is there a bit of a share shift towards grocery and kind of a more traditional means of grocery shopping compared to prepared foods? Anything you could sort of offer there would be helpful.

So, I'll give you a, a high-level answer on that, okay? I think that in many, many markets that we operate are actually rural areas where we are - the fact we are the actually the grocer. So, there is no question that people are looking for better pricing. There's no question about it. But that's the reason I - as I mentioned earlier, OPIS national average was 5.9% down, and we were minus 6.7%, very close to OPIS. The gallons were just not there. And the idea is, and we actually see the other way around that we believe that the more people coming into our stores to get those valuable promotion, there is a good chance that they're actually going to go outside. We are trying to tie, by the way, the food sales, the inside sales to great promotion. I mean, for example, we are working with our CPG company that every time you buy a product inside the store, you get some cents off gallons over there. So, I just think that some of the largest operators, again, without mentioning any name, they're trying to basically mitigate the decline by very aggressive pricing. But I can just tell you that the very aggressive pricing are going to sacrifice their fuel contribution dollars. And this is significantly, by the way, and we just don't see any reason to do that because we see what - basically that the demand is not there, and when the demand is not there, just to lower prices and make less money, you know, Mark, that was never our motto since you know us.

Got it. That’s helpful. Thank you.

We have no further questions in the queue at this time. I would now like to turn the call back over to today's presenters for any additional or closing remarks.

Thank you very much, Operator. Thank you all of you guys for joining the call. By the way, great questions, really great questions today. Given that it's after five o'clock, what we're trying to do over here, we're trying to give as much insight as we can into our performance to help investors understand our compelling growth story over here. I can tell you that we have a big plan ahead of us. We have a lot of initiatives ahead of us during this year. We are heading towards 100 days of summer, which is basically our best season. And we're looking forward to talk to you guys again in the next quarter. Have a great afternoon, everybody.

This does conclude today's program. Thank you for your participation. You may disconnect at any time.