Earnings Labs

CrossAmerica Partners LP (CAPL)

Q3 2015 Earnings Call· Sat, Nov 7, 2015

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Transcript

Operator

Operator

Welcome to the CST Brands and CrossAmerica Partners Third Quarter 2015 Earnings Call. My name is Eric and I will be your operator for today’s call. At this time all participants are in a listen-only. Later, we will conduct a question-and-answer session. Please note that this conference is being records. I will now turn the call over to Randy Palmer, Director of Investor Relations. Mr. Palmer, you may begin.

Randy Palmer

Management

Thank you, Operator and good morning and thanks for joining the CST Brands and CrossAmerica third quarter 2015 earnings call. With me today are Kim Lubel, CST Chairman and CEO; Clay Killinger, Chief Financial Officer; Jeremy Bergeron, President of CrossAmerica: Steven Stellato, Chief Accounting Officer at CrossAmerica Partners; and other members of our executive leadership team. Kim will provide an overview of the CST third quarter operation performance and current strategic initiatives and then we will turn the call over to Clay to discuss the CST financial results. Jeremy will follow with an overview of the operational and financial performance for CrossAmerica Partners, and at the end we will open up the call for questions for both organizations. I should point out that today’s call will follow some presentation slides that our team will utilize during this morning’s event. These slides are available as part of the webcast and are posted on the CST Brands and CrossAmerica websites. Before we begin, I would like it remind everyone that today’s call, including the question-and-answer session may include forward-looking statements regarding expected revenue, future plans, future operational metrics and opportunities and expectations of the organizations. There could be no assurance that the management’s expectations, beliefs, and projects will be achieved and that actual results will not differ from expectations. Please see filings with the Securities and Exchange Commission including annual reports on Form 10-K and quarterly reports on Form 10-Q for a discussion of important factors that to affect our actual results. Forward-looking statements represent the judgment of the company’s management as of today’s date, and the organizations disclaim any intent or obligation to update any forward-looking statements. During today’s call we may also provide certain performance measures that do not conform to US Generally Accepted Accounting Principles or GAAP. We have provided schedules that will reconcile these non-GAAP measures with their results on a GAAP basis as part of our earnings press release. We should also note that the results provided today by CST represent the business operations of CST on a standalone basis before consolidation of CrossAmerica Partners LP, but include the income associated with CST owning a percentage of the outstanding common units and all the IDRs of CrossAmerica. Full consolidating information is included in the third quarter 2015 Form 10-Q which will able enable you to arrive at our complete consolidated financial results. Today’s call is being webcast, and a recording of this conference call will be available for a period of 60 days. And with that, I’ll now turn the call over it Kim Lubel.

Kim Lubel

Management

Thanks, Randy. Good morning everyone and welcome to our third quarter 2015 earnings call. CST had a very strong third quarter by all measures reporting gross profits of $378 million and adjusted EBITDA of $294 million as reflected on slide 4. These strong quarterly results were driven by year-over-year increase of inside sales, fuel margins and fuel volumes. Our culture and strategic focus are delivering the results that we expected. Our efforts to maximize fuel gross profit dollars through more site-specific fuel margin and volume balancing helped us achieve near historical high fuel margin in the US in the third quarter. And as our third quarter performance reflects, we much more than just a fuel business as our strong inside-store performance across our network contributed more than $139 million in gross profits to our results, a more than 10% increase over the third quarter last year. I’d now like to spend a few minutes updating you on the progress we have made with our 2020 vision which is focused on our key growth planks of organic growth, inside-store growth and acquisition growth. We continue to focus considerable efforts on strengthening our inside-store offering and expanding our 300-plus item grocery sets, including fresh produce to an additional 50 stores by the end of this year. And in two weeks, we will be opening our first of many new-to-industry stores in Texas with expanded made to order food program first developed in the Nice N Easy store network that we purchased just one year ago this week. Delivering on our focus on inside growth on a same-store basis, our team members delivered strong 4% growth in same-store inside sales and while a portion of this growth be contributed to our continued new to industry store growth, the new stores represent only 7%…

Clay Killinger

Management

Thanks, Kim. I will provide a brief overview of the third quarter results for CST and then turn it over to Jeremy to cover CrossAmerica. Today, CST reported net income of $85 million or $1.12 per share for the third quarter of 2015. This compares to net income of $63 million or $0.83 per share for the third quarter of 2014. For the third quarter of 2014, we had certain one-time charges and expenses as outlined in our earnings release. The after-tax income effect of these items was approximately $5 million for the third quarter of 2014. So excluding these items, our earnings would have been $68 million or $0.90 per share for the third quarter of 2014. There were no similar one-time items in the comparable quarter of 2015. As I discuss our third quarter CST highlights in more detail, I will be referring to our US and Canadian segment operating results. In regards to CST’s US segment, if you turn to slide 10, third quarter 2015 net motor fuel gross profit increased by $33 million or 28% when compared to the third quarter of 2014. The year-over-year increase was primarily attributable to an increase in the average cents per gallon fuel margin nets of credit card fees of $0.06 per gallon between the periods. For our core stores, our US motor fuel gallons sold per site per day increased by approximately 6% quarter versus quarter. Our gross profit from merchandise sales increased $14 million, or 13% in the third quarter of 2015 when compared to the same quarter in 2014. Our motor fuel and merchandise gross profit increases reflect the impact of our new to industry stores period versus period along with our Nice N Easy and Landmark stores we acquired as well as the exclusion of lower…

Jeremy Bergeron

Management

Thank you, Clay. If you would please turn to slide 15, I would like to touch on our overall third quarter results. Today, we reported a very strong third quarter with adjusted EBITDA of $31 million, up 65% compared to last year. Underscoring the rapid growth we experienced over these past 12 months despite our common units outstanding increasing over 70%, we were still able to grow our DCF per unit by 8% for this period. As we look at how each of our segments contributed on the next slide, you will see that while our wholesale volume increased 8% in the period, we continue to see an impact from the reduction in our terms discount due to wholesale gasoline prices averaging approximately $1 below where they were trading last year. You can also see that our rental income contribution increased approximately $14 million in the quarter. This is due to the recently acquired assets that we are leasing to CST in addition to the rental income we are now achieving as we execute on our strategy to convert many of the [indiscernible]. A significant contributor to our large increase in cash flow this quarter is the success of our recent third-party acquisitions. The retail operations of the Erickson and One-Stop chains performed very well as we continue to integrate those operations and were able to take advantage of the strong retail margins in the quarter. Turning to the next slide, we have detailed a chart to demonstrate the differences between the performance of this quarter compared to the comparable period last year. As I was just saying, you can see that we are experiencing significant contribution from our recent acquisitions which also include the CST fuel supply and real estate drops completed earlier this year. Other significant changes include…

Operator

Operator

[Operator Instructions] And our first question comes from Ben Bienvenu from Stephens.

Ben Bienvenu

Analyst

So maybe first just in reference to some of the NTI new store builds. I’d be curious to know since you guys spun out, how, if at all, have the new store build formats evolved? Have there been any changes or tweaks that you have been able to make over the course of the last two years or so there?

Kim Lubel

Management

We continue to build on a format that’s 4500 to 5500 square foot print. One of the things we have been doing is introducing our made to order food program that we launched in our Nice N Easy acquisition. And our first NTI with that made to order food program is opening up here in San Antonio in two weeks, so we’re very excited about that. I think we have another four or five stores that are set to get that as well here shortly.

Ben Bienvenu

Analyst

And then maybe just around your pricing strategy in the quarter or you achieved really, really strong fuel margins, but you also managed to achieve really strong gallon and merchandise sales and margins. I’d be curious to know many how your pricing strategy played out during the quarter. And then also did you have the opportunity to reinvest any of that margin into promotions during the quarter, despite having a really strong merchandise margin as well?

Kim Lubel

Management

We’ve continually spoken about this before, but since the spin, we have really continued to work on that balancing between the volumes sold and the fuel margin that we capture to maximize the gross profit dollars at each of the site and continue to be more site-specific on how we balance that margin and volume goals. And some of our new to industry stores may have a different approach as we open those and try to attract new customers into those stores. But I do think we’re doing a good job in managing our sites and I think the results that you saw in the quarter certainly reflect that fact. In terms of promotions, we have been working on our brand strategy and we will continue to push that as well, but we’re very pleased with both our inside store margins and gross profit dollars and what we achieved out at the pumps as well.

Ben Bienvenu

Analyst

And then just lastly quickly, I noticed you guys have been pretty ratably buying back CAPL stock and Clay touched on that. I also noticed that there was a little bit of over $2.5 million of newly issued units to CST, looks to be in part some compensation for the $8 million management fee. What are the parameters around that and could CAPL pay all of the $8 million management fee with newly issued shares?

Clay Killinger

Management

It could payback down the discharges in cash or with newly issued shares and it’s been our practice recently to increase our ownership interest in the partnership and continue to support them. So we’re supporting them by taking as many units as we can in all the transactions that we have partnership as well as having the CrossAmerica unit purchase plan implemented.

Operator

Operator

Our next question comes from Bonnie Herzog from Wells Fargo.

Bonnie Herzog

Analyst

I have a two-part question on your new to industry builds. First, it looks like the pace of opening the new stores has slowed considerably with your guidance suggesting around 26 to 31 stores need to be opened in Q4. So could you help us understand if something has happened to slow this down or were you always planning to have them back-end loaded? And then second I wanted to see if you could give us some more color on the performance of the NTIs, especially relative to your legacy stores since it seems like the performance for these continues to lag, especially when I look at the fuel gallons sold, which was down 6% for NTIs.

Kim Lubel

Management

In terms of our construction pace is more back half weighted as we came into 2015. Part of that is just the timing of when we got the properties. We really ramped up our build post the spin date and our plans for the builds, but to do that you have to gets the property into the queue and get the permitting process done. And so for the 2015 builds, we knew they were second half weighted. We had a lot of rain that has pushed some of them into the fourth quarter, but I think we’re still on pace. We got a lot of openings this quarter in particular, the fourth quarter. I’m very excited about it. Certainly, it’s not a reflection of any slowing on our part. It’s just Mother Nature intervening in that process. And then secondly, I think we still continue to be very pleased with the performance of our new stores. When you think about it over half of our stores or close to half of our stores out there are less than two years old. And as we’ve said all along, it takes about three years to ramp-up to pace and so they continue to still deliver strong volume. But on average twice our overall network; our merchandise sales continue to be strong, 69% greater than our overall network. Our merchandise margins are greater than our overall network, so we continue to be very pleased with the NTI program and look to continue to develop that over the years to come.

Bonnie Herzog

Analyst

And then I did have a question on your acquisition that you announced this morning. Broadly, I think it’s very positive and seems like a great opportunity to gain some best practices, especially in QSR, so I was hoping you could talk a little bit more about the real opportunities there? And then curious to hear how much you can leverage the DC and Georgia? And what could be a realistic lift in merch margins from this? And then the final question on the acquisitions from me is why wasn’t this acquisition done with CAPL and does this suggest maybe a strategic shift for future acquisitions?

Kim Lubel

Management

In terms of your first question to the acquisition, we’re very excited about where we stand on this process and really look forward to being able to announce the final terms of the agreement and having them join our family. It is a strategic growth market for us as we talked all along. We’re looking for markets where we can build our NTIs and come to some sort of scale on our market and clearly with this as our store base there and the opportunities to build new stores all around will really make I think a terrific acquisition for us. Great cultural fit. I just can’t say enough good things about how excited we are about the Flash Foods network joining the CST network. So in terms of where we see in terms of merchandise lift and margin lift and things like that, it’s still too early to tell, Bonnie, but we’re very excited about the opportunities both from the distribution center and being able to leverage that not only for us but also for CrossAmerica and some of the stores that their dealers operate in that area as well. I think there are some real opportunities for us from a growth standpoint not just existing stores but from an NTI standpoint as well. So for us, a very exciting day to be able to announce that we’re almost across the finish line on that front.

Jeremy Bergeron

Management

I will answer your question about signal change in terms of how we look at acquisitions and it really does. I think it demonstrates the ability we have with both organizations to continue to execute on our growth strategy while still being considerate of today’s market conditions. With the partnership’s yield, where we’re currently trading, we’re looking to grow but at measured pace and drops from CST and acquisitions can be timed and ensure we are most effectively utilizing of our capital sources including our debt revolver capacity and even the significant real estate we have in our portfolio. So that is really the power of having a strong MLP/sponsor relationship is to continue grow through almost any market cycle.

Bonnie Herzog

Analyst

And then if I could circle back on something, Kim, you mentioned, with the acquisition of land bank of 15 real estate sites. So if I’m thinking about the guidance this year for NTI, is it fair to then assume that your guidance for next year could ramp considerably for NTI if I think about how much of your planning on building versus buying in the future?

Kim Lubel

Management

We continue to want to add to the NTI profits and build on numbers that we built this year as well and so you will see those add to it and I think that this gives us new markets to build them in. Our focus has been in our existing footprint, particularly here in Texas. But we had several was stores opened in Louisiana and Phoenix as well, so this is just another growth market for us and I think you will see us continue to add to the NTI numbers that we open each year.

Operator

Operator

And our next question comes from Ben Brownlow from Raymond James.

Ben Brownlow

Analyst

Just wanted to follow up on some of the last questions in terms of the Flash acquisition. Can you just give us a little bit more color in terms of the reason why those sites went to the market? Any additional color on the real estate profile in terms of asset ownership, location, street corner, highway, et cetera.

Kim Lubel

Management

There is significant ownership of the real estate that’s there. So we’re excited about that, it really fits our overall market structure and our approach to building NTIs on properties that we own the real estate. In terms of the motivation for the sellers really, that’s not something I can speak to. I think that is certainly a great cultural fit between what they have developed and the legacy that they have developed and I am honored that they have chosen us to continue that legacy to build on that legacy. We have said all along I think that we are a great acquirer and aggregator of a lot of these great family businesses that are out there. I think the Nice N Easy network, Erickson family, and now we have Flash Foods to add to that mix. So it’s certainly starting to bear out and culture is a huge piece of it.

Ben Brownlow

Analyst

And I guess just to ask maybe Bonnie’s questions a little bit differently, in terms of the DC, is the intent to continue operating that internally or do you think you will outsource that or possibly divest it or any initial thoughts on that facility?

Kim Lubel

Management

We’re certainly going to evaluate all alternatives associated with it, but we own our own distribution center in Texas and a lot of that out of that center for all of our stores here in the States and I would think that we would continue to look at that distribution center in Georgia the same way.

Ben Brownlow

Analyst

And then just one last one for me, in terms of the strategic divestiture with the California store base, can you just talk through maybe the process there? Is there an intent to take that to the market for bids or just any color there?

Kim Lubel

Management

We’re evaluating all the various options for it including outright sale, potentially moving into the dealer markets and anything in between that process. I think the reality is we looked at where are we investing our dollars and our resources. The California market while a great fuel contributor and incredible great core of employees with long tenure with us, the reality was we couldn’t implement either our in-store programs that we have been working hard on and we couldn’t run our NTI build process either. And so shifting those resources to Georgia and Florida with the Flash Foods is a terrific way for us to redeploy the value and the resources that we have in California right now.

Operator

Operator

And our next question comes from Matthew Boss from JPMorgan.

Esteban Gomez

Analyst

This is Esteban on for Matt. Congrats on a good quarter. Just trying to reconcile the funding to go forward NTI store growth, so the Flash acquisition announced today appears to be relatively large on the CST side and your 2020 vision assumes acceleration of your NTI growth. So in light of the current MLP yield environment, how much of these go forward NTI builds do you expect to be funded by the MLP versus CST’s core free cash flow?

Clay Killinger

Management

As you know, CrossAmerica’s unit price has been impacted in the last quarter by the downturn in the MLP market. This is primarily caused by the rapid fall of crude prices, and as a consequence, our cost of capital increased as reflected in its yield which is over 9% right now. So with this current yield the real estate sale leaseback transactions between CST and CrossAmerica are not in CrossAmerica’s best interest. As I alluded to in last quarter’s conference call, we have been evaluating numerous options for monetizing NTI real estate and that includes certain legacy real estate as well as acquired real estate that would provide us alternative vehicles to fund our growth CapEx next year and beyond. There are several other options under evaluation that could provide very good cost efficient capital with minimal tax leakage. Kim mentioned where appropriate we are using or utilizing 1031 lifetime exchange tax elections. So we’ve also looked at doing tax free spin of our real estate, but as you know or may know the IRS has recently ceased providing private letter rulings on these types of transactions. And they have expressed criticism over their structure. So implementing this type of strategy might be challenging. So we’re going to review our options with the Board in the next few months and we anticipate making a final decision sometime in the first half of 2016, but we’re very optimistic that future sale leaseback transactions can be done in another alternative form that will provide us a great source of financing.

Esteban Gomez

Analyst

And then it looks like the cadence has dropped down and fuel gallons should at least until 2020 at the current rate. Just wondering what your plans are now returning to 50% splits at the capital level? I know in the past you have called out 27 to reach these splits. Is it still the case today?

Jeremy Bergeron

Management

I will cover that. I mean the cadence of the drops is obviously going to be determined upon market conditions, what’s going on in the overall MLP market, where is CrossAmerica yield trading at, what are the acquisition opportunities that we can take advantage of. So I mean we try to give a little bit of color to kind of let you see kind of what we see out into the future. And so we see in 2020 we should at CrossAmerica, pending all these issues, have our ownership interest in CST Fuel Supply grow to up to 75%. The point we’re trying to make also in the slide is that this isn’t just a static or a declining overall fuel supply. This is a potential to really grow over time as CST continues to execute on their NTI strategies. So that is an additional benefit obviously to the partnership because all of those volumes get added to the top as they continue to grow. You combine that with this acquisition of Flash Foods and the potential for that to be dropped into the partnership going forward, you can start to see as you move forward both organizations is growing and that fuel continuing to drop and be a good source of good cash flow into the partnership. So that’s about the best we can give as far as future color, but it’s obviously based on market conditions.

Operator

Operator

And our next question comes from Damian Witkowski from Gabelli.

Damian Witkowski

Analyst

Question on your 2020 vision just out of curiosity when you talk about 30% of fuel gross profit, I’m sorry 30% of overall gross profit coming from fuel, what are you using as a cents per gallon in your internal 2020 vision?

Kim Lubel

Management

So we said before, we use for purposes of planning a three-year historical average which right now is at $0.72 a gallon. Five year.

Damian Witkowski

Analyst

Five year average, okay. And then just my question that I ask every quarter, just in terms of geographically in the US are you seeing anything different in terms of demand in your Texas market versus other markets?

Kim Lubel

Management

I mean we continued to believe and are seeing great things in our Texas stores. As we said before, while only about 2% of our stores are down in the Eagle Ford area, that is the one area that we are seeing a slight slowdown versus what we had initially opened those stores. As I think everyone would have expected to happen, given the impact of the commodity market and on the production activity going on in the Eagle Ford area and other fields as well. But again, those stores are only about 2% of our overall network. And as I said before, when they first opened, they were extraordinary sales and they settled down to be more strong, very strong NTI sales as well. So that’s where we feel it, but again it’s only a handful of stores about 2% of our overall network in that area. Otherwise, Texas economy and strength we continue to see great growth there. We’re opening new stores. We’re getting new customers in the doors, and are very pleased with the results that we’re seeing across the state.

Damian Witkowski

Analyst

And then just lastly on how do you think about – I know you’ve been buying back – not buying back but purchasing shares of CAPL, how do you think about internally using your free cash flow to buy back your own shares which I think have been and continue to be undervalued versus CAPL?

Kim Lubel

Management

So we just look at balancing between the two. Clearly, our purchases of the partnership units reflects our belief in the strength of that relationship and our relationship with CrossAmerica. But as you saw, we also did some purchases in the quarter of CST shares as well and I agree with you. I think it’s a good buying opportunity.

Operator

Operator

And our next question comes from Sharon Lui from Wells Fargo.

Sharon Lui

Analyst

Just following up on the question on the pace of the drop down, is the targeted 10% to 12% for next year based on CAPL’s current cost of capital and is the plan still to complete all the drop-downs by 2020?

Jeremy Bergeron

Management

Yes, that is based upon where CrossAmerica is currently trading. So we think a 10% to 12% acquisition of Fuel Supply in 2016 is a good cadence for the partnership to continue to make our commitment to our unit holders to continue the growth, while also ensuring we have a strong coverage ratio over time and we continue to manage our business internally, control costs to also grow cash flow. So that’s based off of where things are today. And the 2020, we’ll see what happens in the market. We have positioned ourselves to weather almost any market cycle. So we can continue this pace, we can continue deep into 2016 and if the market returns in 2017 and beyond, then we can return to the aggressive nature of our growth strategy, but we have just positioned ourselves to take advantage of any market cycle.

Kim Lubel

Management

And let me add on to that and some of the questions we got at the last call, with each dropdown, it is a fair market analysis for the price that the partnership pays for that fuel drop and that is determined by two independent committees one at CrossAmerica and one at CST who have used outside financial advisors to advise them as well. So in each case, I would expect when we do a fuel drop there will be another evaluation from a fair market analysis standpoint. So in this case multiples paid last year are likely not to be the same multiples next year. It’s all dependent on the then-existing market conditions that are there. And really just to echo what Jeremy said, our pace of dropdown continues out through 2020. I think our acquisitions like the Flash Foods acquisition certainly add to our inventory of items that we can sell to the partnership from a fuel standpoint. So I think it’s certainly reflective of what I believe is a very strong relationship between CrossAmerica and CST.

Sharon Lui

Analyst

I guess just based on this initial target, is there a goal for distribution growth based on this pace of drop-down for 2016?

Jeremy Bergeron

Management

We haven’t finalized that yet, Sharon. I mean we look forward to continue to grow distribution into 2016, but the level and the rate of that we haven’t given any further guidance on that.

Sharon Lui

Analyst

And I guess with regards to the strategic review for your California sites, how should we think about the impact on CAPL? Are some of the volumes included in that CST Fuel Supply? If you can give maybe a rough estimate of what’s the gallons associated with those sites.

Kim Lubel

Management

As I said, we are evaluating a variety of strategic options with respect to that network. And simply you’re right, Sharon, we are acknowledging that a portion of the California Fuel Supply is owned indirectly by CrossAmerica through its ownership of 17.5% today of that CST Fuel Supply. Obviously, that’s going to be factored into any outcome that we get to, but it’s still too early at this stage to say exactly how that will play out.

Jeremy Bergeron

Management

Sharon, as we mentioned, CST mentioned, it is under strategic review and that opens up a lot of different alternatives to look at what’s going to happen. So as far as how the fuel is going to be continued to be supplied into the California markets that is something that will continue to be considered regardless it it’s going to be in the stores operated by CST or not. So it is under strategic review and there’s a lot of considerations to be looked at, so I’m sure we’re going to be looking at them together.

Operator

Operator

And our next question comes from Nathan Judge from Janney Montgomery.

Nathan Judge

Analyst

I had some questions with regard to the CrossAmerica results. Specifically, you all did a great job of cutting costs in the quarter and just wanted to get an idea of how we should think about those lower levels of costs going forward.

Jeremy Bergeron

Management

So obviously 2015 and starting really in the back half of 2014 has been a pretty aggressive growth cycle for the partnership and so there’s a lot of businesses that we have acquired along the way. And one of the things that we said before that is a focus of the organization is have a strong integration strategy to ensure we’re bringing those assets into the partnership and moving them when appropriate over into CST. A big part of that is looking at expenses that are in the underlying business and leveraging our size and scale and our operating capabilities to ensure that we are reducing those expenses where appropriate. So the cadence of the cost reductions is going to be dependent upon the nature of the acquisitions and when they occur and how effective we are in doing that. So we look forward to continuing to do that. We still think there is an opportunity to further reduce expenses in the partnership and we look forward to doing that into 2016.

Nathan Judge

Analyst

Just to be specific, operating cost in the wholesale division was off around 50% from your second quarter, should we expect on an absolute levels these kind of levels to continue unless you do another deal?

Jeremy Bergeron

Management

Once again, it’s hard to say. Keep in mind, earlier last year, the partnership acquired PMI assets over in the Virginia market and with that was a lot of other ancillary businesses that wasn’t long-term best fit within the partnership. So there has been a divestiture of those businesses, some truck hauling business, some home heat business as well as some other commercial fuels business as well. And so there has been through 2015 a concerted effort specific to them to reduce those expenses and to find a better home for those assets. Once again, I would be hesitant to give you a cadence of what you can expect going forward. Suffice it to say as we go through our acquisitions, you should continue to see reduction in the expenses as we bring those assets into the partnership.

Nathan Judge

Analyst

And just on the wholesale margin, if you look at the sequential improvement in the margin, it went from $0.052 to around $0.061 second quarter 2015 to third quarter 2015, and it looks based upon what I’m looking at is this impact from dealer tank wagon pricing. I know you said, had some commentary about that in the quarter. What I’m confused about, though, is if you look at the third quarter 2014 when fuel was much higher, you didn’t have the impact that you had in the second to third quarter and during that period of time you had some relatively more stable fuel pricing. So I’m kind of wondering how do we look at this margin going forward.

Jeremy Bergeron

Management

And we’d be happy to kind of go over this with you offline and give you a detailed breakdown of how that happened. But just a general overview, once again when you start comparing year-over-year and you look at the differential and the absolute price of wholesale gasoline prices, there is a drop-off as we have guided. If there was a big drop-off of that wholesale gasoline price, it will impact our overall terms discount we receive from our suppliers. However, on the movement down because over 20% of our wholesale volume is based off of what we call a rack to retail margin, we do see the benefit like other retail operators in that expanded margin at that time. So as it moves down, we see the benefit, but when you do the comparison year-over-year and look back, then you can see that there is a difference in that term’s discount. But once again, happy to go over that with you in detail, but that’s just generally kind of how it works.

Nathan Judge

Analyst

Let me just ask you just directly why did the margin improve 15% from the second quarter to the third quarter? Is it – I mean, in that period of time you didn’t have the down price that you had – the fuel price was much more stable than it was a year ago.

Jeremy Bergeron

Management

I do think crude oil fell off over $10 from second quarter to third quarter, and so I do think what we’ve tried to show on slide 18 is the improvement we saw in dealer tank wagon. So that is what occurred over that period and that is the evidence. As we’ve said before, as the price goes down, we get a bigger benefit from having exposure to rack to retail margins and the negative effect to dealer tank wagon and this is evident of what happened in the third quarter.

Nathan Judge

Analyst

Oil prices were much lower this year like $50, $60 a barrel lower in the third quarter of this year than last year. That’s the confusing part to me. Moving on, though, if we go to the overall, if we look at the CST operations, the review of California, how much does that, if you do divest that business, how much does that get you towards your 70% food target the percentage of gross margins by 2020? What does that do specifically to shift that?

Kim Lubel

Management

Clearly [indiscernible] 76 stores on the base of 1000, so in terms of the overall percentage of change, it’s not all that material at the macro level. But clearly, as you can see just on some of the charts that we’ve provided here, the California network itself today is 70% gross profit from fuel versus the 40% of the remaining network, so that from a directional standpoint we will certainly continue to add to our ability to focus more on the inside store gross profit dollar increases.

Nathan Judge

Analyst

So if it doesn’t shift much and just looking at it as a percentage, would imply that the growth of fuel is going to be pretty low over that next three-year, four-year period or is it suggesting that perhaps fuel is going to continue at the pace it had been but food – non-fuel is just going to go at a much faster pace?

Hal Adams

Analyst

So if I can take a shot at this, I think the second remark you made is more accurate in what we’re saying. We’re still very bullish on the fuel business. What we’re saying is by moving into the Georgia and Florida market, we not only have the opportunity to increase our merchandise business because we’re going to be in larger stores, but now we’re in more open territory to build new stores around those stores which in turn allow us to put larger stores in that market where we do better with merchandise mix and food. In general, the strategy is to increase our merchandise sales in our legacy stores, increase our food sales in our legacy stores and build larger stores that provide twice as much merchandise mix than legacy stores. So the overall strategy is to focus on merchandise inside the stores, not necessarily to deemphasize fuel, but to emphasize the growth of merchandise.

Randy Palmer

Management

Operator, we – Nathan, we got to move on to the next questions. We still have a few more.

Operator

Operator

And our next question comes from David Hartley from Credit Suisse.

David Hartley

Analyst

Just a question on the acquisition environment and the competitive environment, can you give some color there and how that looks going forward here?

Kim Lubel

Management

Just in terms of opportunities, David? Is that your question?

David Hartley

Analyst

Yes. So opportunities for acquisitions, what kind of files are you seeing, what are the kind of pricing you might seeing in broad terms and then just competitively across the channel in merchandise or gas or across various channels, i.e., big-box versus your boxes, et cetera.

Kim Lubel

Management

We continue to see I think some great opportunities from an acquisition standpoint as evidenced by the Flash Foods network coming into play for us here right now. As we said many times, it is a very disaggregated marketplace, fragmented marketplace with lots of great family-owned businesses out there and I think we are the perfect home for many of those. And so I continue to be very excited about the opportunities in front of us. Clearly, today, excited to be able to announce on the Flash Foods piece and I think from a strategic standpoint, it gives us a great platform to continue our growth on both inside the store and our organic growth as well. In terms of the competitive marketplace, as I think anyone would say, it’s going to continue to be a competitive marketplace, but I think that our offering and our stores can compete on any corner anywhere and very pleased with where we stand today.

David Hartley

Analyst

And just on the acquisition you announced, could you give us some color on the kind of throughput through these stores with the average industry and merchandise and/or fuel or would be greater? And then when you look at these stores, I think the average 3,000 square feet per your release, how much capital do you anticipate investing in these stores or what do you see in terms of raze and rebuilds there?

Kim Lubel

Management

David, it’s too early for us to kind of give those specifics out. We do like the average square foot being at that 3000 square foot or bigger because we see opportunities there to bring in our food programs and other items. But in terms of the precise capital spend, we’re not there yet. I think the stores are well maintained and present very well in the marketplace there as we go forward. In terms of just the total fuel volume, as we said in our release, it’s about 290 million gallons a year, so I think the strong fuel volume as well.

David Hartley

Analyst

And just two more quick ones. Esso was auctioning off properties in Canada, about 500 stores. Do you know where they are along in the process? Any idea of when announcements get made?

Kim Lubel

Management

I think that’s a better question for Esso.

David Hartley

Analyst

Pardon me?

Kim Lubel

Management

I think that’s a better question for Esso. We’re really not in a position to answer that one. I’m sorry.

David Hartley

Analyst

And just clarification on an earlier comment, I missed it. Just on real estate monetization I believe was the question. You talked a little bit about some push-back by the IRS on these kind of things. Could you just clarify what you said there in terms of what’s happening and is that affecting your ability to dropdown real estate into CAPL?

Kim Lubel

Management

With respect to Virginia real estate right now, one of the things as we announced for the California properties we do have the opportunity for a like-kind exchange that we are evaluating with respect to the Flash Foods acquisition. I think is a nice way for us to redeploy those resources into the more strategic market for us. In terms of the comment on the IRS, it’s simply that the IRS has recently indicated they are no longer going to give private-letter rulings on a tax free real estate spend. And so as a result of that, it makes that process a little bit more complicated and we continue to analyze it [indiscernible] we are going evaluating with the Board and likely be coming be back out with an announcement in the first half of 2016 with respect to recommendations for how to try to get more value out of our real estate in the process.

Randy Palmer

Management

Operator, last question, please?

Operator

Operator

And our last question comes from Alvin Concepcion from Citigroup.

Alvin Concepcion

Analyst

I am just curious about the merchandise same-store sales growth, if you could provide details on traffic versus ticket and any categories that you point out that underperformed or underperformed your expectations.

Kim Lubel

Management

Let me just say generally, we are very happy to see a 4% increase in same-store sales in Canada and the US and then I will turn it over to Hal to give you any more color on that piece.

Hal Adams

Analyst

Alvin, we have been working hard on the inside of our sales – in-store sales growth in addition to growing our margin percentage. As you know, we’ve been talking about some strategy that we have enacted in the US on milk, bread, and eggs, and improving our traffic count to the large market basket customer that those items attract. We’ve also been the beneficiary of a very successful market-leading campaign on energy drinks in our stores, particularly in the Southwest that has been very successful. And then in general, our food programs continue to gain steam and food customers generally have a larger market basket as well. So those three items continue to bring incremental improvements quarter-over-quarter and all of those items bring with them a higher margin percent with them, so we’re able to grow both numbers at the same time. I also would point out in Canada we have light increases on same-store sales in Canadian dollars year-over-year that we’re very proud of and that will actually using some synergy programs between the US and Canada to grow those businesses as well. And so our customers in Canada are liking our strategy just as much as they are in the US.

Alvin Concepcion

Analyst

And it sounds like favorable mix helped drive the gross margin improvement in merchandise in both the core stores and NTIs. Do you expect that to continue to improve on a year-over-year basis going forward? And more specifically I guess what kind of margin profile in merchandise do you inspect in your 2020 vision?

Kim Lubel

Management

Certainly, it is our job to we continue to grow gross profit dollars both inside and outside the store. So you can expect that to continue and this management team to be very focused on continuing to grow, particularly the inside store. As we implement more of our food programs, the made to order programs coming from Nice N Easy down to Texas, we are also seeing some of those items up in Canada, I think really driving home the benefits of some of these acquisition. Nice N Easy has got for us a great food program. The Flash Foods network brings up a lot of innovation around IT that I think will certainly help us look at it differently across our network. So I think the results in the third quarter reflects our strategy and the implementation that we’re happy to bring those numbers to the market and want to continue to bring those numbers to the market.

Randy Palmer

Management

Okay. That completes today’s conference call. We appreciate each of you joining us today. If you do have follow-up questions, please feel free to contact us. Thanks for joining us.

Operator

Operator

Thank you, ladies and gentlemen. This concludes today’s conference. Thank you for participating. You may now disconnect.