Arko Corp. (ARKO) 2024 Q4 法說會逐字稿

Greetings, and welcome to the Arko Corp. fourth quarter and full-year 2024 earnings conference call. (Operator Instructions) As a reminder, this conference is being recorded.

I'd now like to introduce our host, Jordan Mann, Senior Vice President of Corporate Strategy and Investor Relations.

Thank you. Good afternoon, and welcome to Arko's fourth quarter and full-year 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 annual report on Form 10-K for the year ended December 31, 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 fourth-quarter 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 fourth quarter and full year 2024 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 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, except as required by law.

On this call, management will share operating results on both a GAAP basis and on a non-GAAP basis. Descriptions of those non-GAAP financial measures that we use, such as adjusted EBITDA and reconciliations of these measures to our results as reported in accordance with GAAP are detailed in our earnings release or in our annual report on Form 10-K for the year ended December 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 our subsidiary, GPMP.

And now I would like to turn the call over to Arie.

Good afternoon, and thank you for joining us. 2024 was a challenging year for the industry and both a challenging and pivotal year for us as a company. Despite a challenging macro environment characterized by persistent inflation and constrained consumer spending, we remain focused on executing the strategic initiatives that we believe will position Arko for long-term growth. We continue to work on our transformation plan, including the dealerization program while continuing to provide our customers with value through food service expansion of our other tobacco product category and targeted promotional strategies to enhance customer engagement and loyalty.

Overall, against backdrop of external pressures and in a dynamic environment, we managed the business effectively and delivered results near the midpoint of our annual guidance, reflecting our ability to adapt to market conditions and drive operational efficiencies while maintaining a strong focus on customer value and long-term profitability.

Over the course of 2024, we consistently observed a consumer who continue to struggle as well as evolving customers' preferences, including increasing demand for OTPs and higher expectations for food service. In response to what we are seeing, we have made and continue to make investments to meet our customers' needs.

I will first touch upon the immediate value we seek to deliver to our customers. We continue to reward our loyalty customers through promotions and have kicked off 2025 with incredible inside stores promotions that provide value on merchandise, but notably, that leads to sizable discount on fuel. We recently launched our Fueling Americas Future campaign, which offers allow customers to earn up to $2 off per gallon for up to 20 gallons when purchasing value promotions inside the stores.

This is not only provides relief to our customers, but importantly, rewards our enrolled loyalty members, which we believe will help grow our loyalty program. During the quarter, enrolled members spent an average of $104 per month, which is nearly 60% more than non-enrolled customers. Additionally, enrolled members visited our stores about 3 more times per month on average compared to non-enrolled customers, reinforcing the effectiveness of our loyalty strategy. Turning to evolving customer preferences. I stated on our last call that 1 out of 2 enrolled loyalty members are cigarettes or OTP consumers.

Over the quarter, we announced our OTP category by optimizing merchandising, expanding promotional activity and leveraging strategic supplier partnerships to drive market share gains. Our back bar refresh initiative has allowed us to improve space allocation and expand product assortment to align with shifting consumer demand. As of the end of the fourth quarter, we completed more than 800 tobacco back bar refreshes and expect to refresh 100 more in the coming weeks. Our strategy around OTP during the fourth quarter led to a 200-basis point improvement in gross margin for OTP category, further widening the gap between higher-margin OTP and traditional cigarettes. Notably, OTP represented nearly half of our total tobacco category contribution in the fourth quarter.

Continuing with this momentum in the category, since the start of 2025, we have ramped up promotional activity in OTP and cigarettes, offering significant deals to customers to further drive sellers' momentum. Additionally, while we are working towards receiving permits for our 7 pilot stores that will include an enhanced foodservice offering, we have seen strong customer response to the upgrades we have already made to our foodservice offerings, reinforcing our focus on delivering value-driven options. Our promotional efforts, including frozen and hot pizza, bakery, Natan Famous hotdogs and roller grill deals continue to gain traction. In fact, we have sold more than 600,000 pizza since launching our $4.99 pizza special in Q1 2024. We are refining our foodservice strategy to enhance convenience, quality and profitability, driving trial and repeat purchases through targeted promotions and bundling strategies.

Turning to fuel. Although retail fuel volume declined for both the quarter and year, our pricing strategy helped preserve margin despite lower demand, lower fuel costs and reduced price volatility, a backdrop which normally put pressure on the ability to expand margin. Same-store retail fuel gallons were down mid-single digits for the fourth quarter and year, while same-store retail fuel margin was only down $0.011 per gallon in the fourth quarter as compared to the prior year period and up $0.07 per gallon for the full year. Lastly, over the quarter, we made meaningful progress on our dealerization program. As part of our broader transformation plan, we are strategically converting select retail stores to dealer sites where we believe we can generate higher contribution dollars through ongoing fuel supply agreements and rental income rather than continue to operate these locations within our retail segment.

Our approach is centered on optimizing our portfolio, allowing us to focus our resources on high-performing retail stores while leveraging our dealer network to enhance profitability across our entire platform. We exceeded our initial targets for dealerization, having converted more than 150 retail stores to dealer sites in 2024. We expect to convert a meaningful number of additional stores over the course of 2025 with approximately 100 more stores to be converted by the end of the first quarter. Surpassing our conversion goal in 2024 is a testament to our team's focus and execution. Rob will provide more substance to the numbers later.

However, we now expect our total dealerization program to generate an annualized benefit in excess of $20 million to combined wholesale and retail segment operating income with additional opportunity from G&A expense reduction. As we move into 2025, our focus remains on our strategic priorities while delivering value to both our customers and stakeholders. We believe our disciplined approach to growth, operational efficiencies and customer engagement initiatives will position Arko for long-term success. With that, I will turn it over to Rob to discuss our financial results and our 2025 guidance.

Thank you, Arie. Good afternoon, everyone. Turning to the fourth quarter. Total company adjusted EBITDA was $56.8 million compared to $61.8 million for the year ago period, with the decrease caused primarily by lower retail fuel and merchandise contribution. At the segment level, our Retail segment contributed approximately $62.9 million in operating income compared to $72.3 million for the year ago period.

Same-store merchandise sales, excluding cigarettes, were down 2.1% versus the year ago period, while total same-store merchandise sales were down 4.3%. Same-store margin rate was relatively in line with the prior year. Same-store fuel contribution was down 7.1% for the quarter, caused by a decline in gallons and lower year-on-year fuel margin per gallon. Same-store fuel gallon demand was down 4.4% for the quarter, while fuel margin of $0.387 per gallon was down $0.011 per gallon from the year ago period, resulting from lower fuel costs and reduced-price volatility this year. Same-store operating expenses were down approximately 1.2% for the quarter.

Moving on to our Wholesale segment. Operating income was $20 million for the quarter compared to $18.1 million in the year ago period, with the increase primarily due to our channel optimization work. Inclusive of channel optimization, gallons were relatively in line with the year ago period. Fuel margin was $0.093 per gallon for the quarter, up $0.03 per gallon to the year ago period. For our Fleet segment, operating income was $12.4 million for the quarter compared to $9.7 million in the year ago period, with total gallons down 1% to the prior year.

Increased segment operating income was driven by resilient fuel margin performance, which was $0.452 per gallon for the quarter versus $0.367 per gallon in the year ago period. Total company general and administrative expense for the quarter was $39.7 million compared to $38.1 million in the year ago period, with the increase primarily due to lower stock-based compensation expense in the prior year period. Excluding the year-on-year change in stock-based compensation, general and administrative expense was down 2% to the year ago period. Net interest and other financial expenses for the quarter were $19.7 million compared to $22.9 million in the year ago period, with change caused primarily by fair value adjustments related to our warrants. Net loss for the quarter was $2.3 million compared to a net income of $1.1 million for the year ago period.

Please reference our press release for a detailed reconciliation from net income and loss to adjusted EBITDA. Full year 2024 total company adjusted EBITDA was $248.9 million versus $276.3 million in the year ago period, and full year 2024 net income was $20.8 million versus $34.6 million in the year ago period. Turning to the balance sheet. We have substantial liquidity of approximately $841 million, including $262 million in cash on hand at quarter end, along with remaining availability on our lines of credit. Our $140 million ABL remains completely undrawn as we continue to manage working capital needs from operating cash flow.

Excluding lease-related financing liabilities, we ended the fourth quarter with $881 million in long-term debt, comprised of our 2029 senior notes, the outstanding balance on our Capital One line and the remainder primarily related to real estate and equipment financing. Total capital expenditures for the quarter were $36.1 million, with full year 2024 capital expenditures of $113.9 million. Turning to full year 2025. We expect total company adjusted EBITDA to be in the range of $233 million to $253 million, assuming a retail fuel margin of $0.395 to $0.415 per gallon and mid-teen percent operating profit growth in our Wholesale segment, driven by our ongoing channel optimization work. For the first quarter of 2025, we expect total company adjusted EBITDA to be in the range of $27 million to $33 million.

We expect our same-store base will change materially as we move through 2025 due to our channel optimization work and that our retained retail stores will be more productive for both merchandise sales and gallons as compared to average performance per store in the year ago period. As a result, we have set up our retail guidance framework to walk you from Q1 2024 average per store performance to estimated Q1 2025 total retail segment merchandise sales and gallons. Our retail segment guidance is supported by the following key assumptions. We are estimating our Q1 2025 average retail store count to be 1,339 stores, reflecting the impact of our ongoing channel optimization. Using Q1 2024 average per store performance as a base for Q1 2025, we expect an increase in productivity will partially offset a decline in same-store sales, resulting in a low single-digit decline in merchandise sales per average store compared to the year ago period.

We expect merchandise margin rates to be generally in line with the year ago period. For fuel, we expect an increase in productivity will more than offset a decline in same-store fuel gallons, resulting in a low single-digit increase in gallons per average store compared to the year ago period. And we are assuming a retail fuel margin in the range of $0.37 to $0.39 per gallon. Moving on to our Wholesale segment. We expect mid-single-digit operating income growth driven by our ongoing channel optimization work.

And finally, for our Fleet segment, we are expecting high single to low double-digit operating income growth driven by expected resilient fuel margin per gallon. And with that, I'll hand it back to Arie for closing remarks.

Thanks, Rob. I will close with some additional comments on our first quarter guidance. Headwinds from adverse weather conditions unfavorably impacted customer mobility and sales across key regions. Despite these challenges, our disciplined execution and ability to adapt help minimize the impact. Seasonal softness in the first quarter is not unusual, and we would rather navigate these weather-related challenges now than during the peak summer months.

With the weather, we plan to continue to operate the business and control what we can control, optimizing operations, maintaining pricing discipline and delivering value to our customers. On a positive note, fuel margin was up $0.025 per gallon in January to the prior year, demonstrating both the strength of our pricing strategy and the resilience of our business. As we wrap up, I want to reiterate our focus on adapting the dynamic market landscape. We remain committed to our dealerization program, food service, strategic store transformation and value-driven initiatives. I'm optimistic about our strategies, including our Fueling America's Future campaign, which reflect our commitment to making fuel more affordable while helping families and small businesses managing rising costs.

We look forward to continue providing value-driven discounts on key essentials to support the communities we serve. Finally, I want to thank our employees for their hard work and dedication this quarter and in the quarters ahead and for taking care of our customers every day throughout the year. With that, we will open it up to questions.

(Operator Instructions) Bobby Griffin, Raymond James.

I want to first start on the 2025 guidance. And the midpoint implies it's down a little bit year-over-year with about $0.01 or so more in fuel margin. So can you just maybe help connect those dots because I know you got some of the dealerization savings starting to flow through, but I imagine there's some other cost pressures that you're dealing with in the business as well. So just trying to connect kind of going on there, those building blocks.

Yes, Bobby, as you think about the full year, again, we're staying pretty high with the guidance right now. And as I mentioned in my prepared remarks, we're going to have a shifting same-store base as we go through. So, the same-store metrics we would normally give you at this time are going to be a little less relevant as the base change, which is why we're steering people to the average. So, as I mentioned in the Q1 guide, we are seeing a negative same-store trend right now in gallons and in merch sales. And again, I want to steer away from same-store because the base is going to change, but you do know we are facing that.

And that underlying that is going to put some pressure. We are expecting things to improve as we go through the year, but we do see a negative trend right now. And I think as you've probably heard from others, January, February has had some significant weather impact, and there's a bit of a drag starting the year off. So that's really what we're looking at. We do expect, again, those average store metrics, we do expect those to improve as we go through the year and again, on both on the merch side and the gallon side.

That makes sense. And then maybe is there a building effect as we move through the year from the dealerization savings? Or is that kind of prorated each quarter? And is there a step function change of that savings as we enter '26?

Yes. So, you should expect -- I mean, in the guidance, we gave you the wholesale segment being up mid-single for the first quarter and up mid-teens for the year. So that is going to accrue as we go through as we get more and more stores. The cumulative impact is going to become greater and greater. And as Arie mentioned in his prepared remarks, we will start to see more G&A savings as we start to streamline the business for the new retail footprint.

So that will continue to accrue as we go through '25, and there will be a wraparound into 2026.

And then I want to maybe pivot, I appreciate all the details on the dealerization side of things. Can we maybe switch and talk about the stores that are left in the base? You still got a lot of stores there. Where are we in the remodel initiatives? I know you guys have done some stuff with the back bar.

But what else are some of the initiatives for 2025 to help kind of the existing or the remaining, let's call it, RemainCo of stores that are in the retail network during 2025?

As I mentioned, Bobby earlier, I mean, we started a campaign called Fueling America's Future. This campaign is supposed to take care of our customers, given that everybody is feeling the pressure right now, the macroeconomic pressure. The thought process is really to concentrate on those stores. We are leveraging our strategic supplier partnership, and we are going to target on promotionals that basically will encourage our customers to buy fuel. In the past, the way we look at our business in the past, usually, you count on people that come into the pump and from the pump go inside the store.

We're actually shifting gears over here, and we are actually encouraging customers that's coming inside the store now to buy fuel. I mean we are going to provide with Fueling America's Future. We are going to provide up to $2 off per gallon which is up to 20 gallons. The average gallons per consumer, it's around anywhere between $9 to $11. And this is going to be equal to $40 saving on a gas fill up.

And we're talking about every transaction, you're going to be able to stack basically your saving, which means that at the end of the day, you can visit our stores 3, 4 times a week and all of a sudden end up with $40 savings on your next fill-up. And this is where we're actually shifting most of our energy right now. In addition to that, you just mentioned the back bar in 800 stores. We have another 100 stores that we are just getting ready to complete in the next few weeks. But the idea is really to concentrate on OCP tobacco and fuel.

If you think about that, 1 out of 2 customers coming to our stores is at least 1 out of 2 customers is tobacco consumer. And this is where we see people actually basically concentrating right now. And this is really going to be the promotional activity for 2025. Tobacco and provides great promotional basically deals on tobacco and at the same time, concentrate on fuel. To answer your question regarding to remodeling, we have the 7 pilot stores that we actually talked about them.

I mean we are in really at the end of the process of permits. Permits take a little bit longer, but we are actually finalizing the permits, and we believe we're going to start construction in late March of at least 2 of those stores. So those are the things that we are doing in addition to, of course, food service and all of the other things that we spoke in the past, and I'm more than happy to elaborate.

And yes, I mean, if it's easier, we can go through it offline. But just the $2 off aspect of fuel, maybe that's obviously a very big discount. So how does that translate into maintaining the profitability or actually driving further profits and EBITDA of this business? Is it the requirement of some type of inside the store purchase? Just help us connect that because when we hear $2 off on a $4 or $5 a gallon, it sounds very significant, and there's a question on maintaining the profitability level as well.

That's not going to touch profitability in a way. It's not going to actually apply to margin. It's really all about partnership and combination basically with our partners, which is basically our vendors. It's not going to touch profitability. It's not going to decrease margin inside the store and it's not going to increase margin outside the store.

As a matter of fact, we believe with this promotion, we believe we're going to be able to drive gallons. That's really what we're trying to do over here. We're trying to drive gallons and combination between people that are coming to our stores today to buy everyday essential products, but they are not purchasing fuel. Remember, we are operating in a lot of rural locations, a lot of small towns. So many times, customers that come to our stores are not necessarily buying fuel and vice versa.

There are customers that are just driving to the pumps and they're not getting inside the store. We believe with those promotions, we believe we're going to see some big correlation between the 2. But to be clear, this is not going to -- in our guidance, we are not planning on reducing margin, fuel margin or reducing margin inside the stores.

Kelly Bania, BMO Capital Markets.

I was wondering if you can just help us a little bit more understand the remaining retail stores here given these shifts with the dealerization and just give us some insight into how those same-store sales and gallons are trending for the remaining stores if you take out the 250 cumulative stores that will be polarized by the end of Q1. Just what's happening? We have some of the disclosures from the release, but what is happening on a same-store sales and same-store gallon trend for the remaining stores?

Rob, would you like to take it?

Sure. Kelly, those stores outperformed, as you might expect, they outperformed the balance of the company for Q4, and are outperforming Q1 quarter-to-date. So again, we're going to give it a little bit more run rate before we're calling out those trends, but they are higher -- still negative, but they are higher than the balance of the chain. And again, we're watching that, and we would expect that to continue. And as I mentioned in my prepared remarks, these are more productive stores.

So again, we're going to benefit from stores that are more competitive, able to drive business versus perhaps some of the macro trends that have been weighing on some of the less competitive stores.

And just to add to it, Kelly, that was from the get-go, that was part of the transformation plan. Part of the transformation plan is to make sure that we are concentrating on the best stores. We are concentrating on stores that we believe at the end of the day, will actually, we have some organic growth potential and the stores that we just believe that mature or we don't see the increase in organic growth, those are the stores that we're basically shifting to the wholesale segment.

So it sounds like they are more productive. They are performing better, but they are still negative. So, I'm just trying to understand the magnitude of the sequential improvement, if I'm hearing that right, on the merchandise comp front as we move through 2025, what you're expecting, what you're seeing at a category level? Just trying to understand since we don't really have the comparisons.

And Kelly, that's one of the challenges. Again, as we're talking about comp or same-store sales, we want to steer you -- we will still be providing same-store detail. We'll be reporting it. But in terms of guiding it because we're not giving you the same-store base, it's going to be impractical for you to model it that way. And again, so if you think about what we're talking about right now, these more productive stores are offsetting that negative same-store trend, both for merch sales and for gallons.

Where, again, the average store, I guess, if you're modeling it, the average store is going to be down low single digits in merchandise sales per the average store last year and going to be up low single digits in gallons per average store versus last year. And again, we will certainly be talking about same-store sales, but for modeling purposes, it's going to be easier for you to get to our numbers modeling it that way.

And you talked about the Fueling America Future promotion. I guess this is really kind of intended to help your customers, but also to grow gallons. Where do you think -- what is in the plan for 2025 with respect to gallons, I guess, both at the retail side and the wholesale side because I think you talked about mid-teens EBIT growth in wholesale. So, what kind of gallon assumptions are underlying the whole plan here?

So, Kelly, we have not typically guided gallons on the wholesale side. And again, as you know, you're driving. You have the metrics for the CPG for the various sites and the gallon growth. If you think about the fourth quarter, just as a proxy, I can give you one data point on that. We had roughly 9 million gallons in the fourth quarter that was related to channel optimization shifting to the wholesale channel.

So that can give you an indication that at the level we're at right now, ending the fourth quarter with 150 stores, we were about 9 million gallons shifting to that channel. So again, as we add the extra 100 in Q1 and the modeling that you guys will do for what you're assuming for Q2, Q3, you can see that that's going to get significant.

And Kelly, just to add one comment because I hear what you just said. I just want to make it clear; it's not only growing gallons, it's growing traffic. that's the reason we are putting all of our energy on Fueling America campaign with fuel. And at the same time, we are actually increasing the promotional activity very heavy on the tobacco and OTP inside the stores. We started in Q4.

We already saw the results in Q4. In Q4, we were able to increase the OTP margin by 200 basis points. I mean we see that this is working. And this is where we actually concentrate right now, tobacco and fuel, which we believe is going to drive traffic outside the store and inside the store.

Anthony Bonadio, Wells Fargo.

So, I wanted to start out on fuel margins. The guidance range seems to suggest, you're pretty constructive on the outlook for fuel margins in '25. So, can you just talk about the different assumptions underlying that? And how we should think about idiosyncratic contributions versus broader industry trends? Just trying to better understand how you came up with that range.

Arie, do you want to talk about the macro and I can talk about the specifics.

I'll take the macro. You can talk maybe about the guidance, and then I'll talk about the macro.

Yes. So, Anthony, as Arie mentioned, January was nicely up to last year. And again, January was a softer month last year, but it was up nicely. As we look at the general dynamics of the industry, we do continue to see wage increases and things on the operating expense side of the business as we continue to have same-store traffic challenges that are not specific to us, but other players as well as the mom-and-pops in the space. This is one of the areas where we continue to see structural increases.

Again, we have it up modestly for the full year, but we do continue to see some of the trends that we've seen from '23 and '24 moving into '25. So again, we are constructive on it based on our pricing strategies, based on what we expect to happen with competitive set. And again, we look at that as the lever that players are going to go to offset some of the traffic challenges at least coming out of the first quarter.

And just to add to it, Anthony, as always, our strategy is to maximize fuel contribution dollars. We're very robust on CPG basically from a margin standpoint. The one thing I want to remind you and everybody, of course, is that we finished 2024 with basically 5% decline. I mean that was based on, of course, published information from OPIS. We were 5% in 2024.

We are hopeful that the price of fuel will start with a $2 and not with a $3. In some areas of the country, it starts with a $2. I believe that the price of fuel will start with $2 versus $3. I believe that we're going to see some gallons increase country-wide. That's my belief.

And that is one of the reasons that we launched the Fueling America's Future campaign to go after gallons, to grab gallons and of course, to make sure that we increase traffic inside the store, given at least what we see from a macroeconomic standpoint, we believe that this is going to be very important for our business, for our stores in order to actually increase traffic.

And then just on same-store OpEx, it looks like that decreased 1.2% in the quarter, which is actually the third straight quarter of declines there. Can you just talk about the key drivers of that and just how you're thinking about the opportunity for further improvement there as we move into '25?

Sure, Anthony. So obviously, some of the expense reductions are a result of the top line reduction, right? So as we have lower top line, we're going to have less demand in the store for labor for stores that are not on minimum coverage. We have lower credit card fees. Some of those lower traffic would be repair and maintenance, less wear and tear.

I mean some of those reductions are -- you would take an increase to see stronger sales. So again, we're managing what we can control effectively. But again, as you go forward, you would love to see the same-store sales turning positive and you'd like to see a little bit of growth in the OpEx that would be driving more margin to the bottom line. So again, we're managing what we can control well. I think, again, as we are looking at the first quarter and we're suggesting to you that our same-store trends in calendar down, we expect we're going to be managing OpEx as best we can on that front as well as G&A expenses, and that's the trend we're looking at right now.

Obviously, we are expecting and we're modeling that things pick up as we move through the year. So again, we're just where we are right now with these negative trends.

And I believe, Anthony, I believe, by the way, the negative trend, my belief is that the majority of that is weather related, just the fair benefit. I mean you see what is happening in most of the country. And I think the promotions activity that we have, and with the concentration on those 2 top categories, I'm very, very optimistic going into 2025, especially as we move towards the spring towards the summer, 100 days of summer starting in May. I mean, I'm very, very bullish on that.

Mark Astrachan, Stifel.

I guess maybe just to start on the commentary about weather. Any sense of just what kind of impact it had on your business or on the industry in the first couple of months of the year? And I guess maybe more broadly, the C-store channel, if you look at a bunch of categories sold in the store seems to have started weakening kind of back half, fourth quarter of '23. So, you're now kind of 4 to 5 quarters into just a generally weaker trend. We can see that there's a bit of a shift in consumption of things into mass and grocery channels away from C-stores.

I guess I'm curious, one, as I said, just what the weather impact might be. Two, on the other piece of it, just whether you think there's any impact on that shift from a consumer perspective in terms of just being spread thinner and trying to purchase things more in bulk take home instead of an immediate consumption? And then does that reverse as or if the consumer environment improves?

Yes, I'll jump directly into it. I think that the consumer is basically feeling the pressure, the macroeconomic pressure, especially in the areas that we do business. So, I really believe it's related to the pressure, to the inflation, to the pressure on the consumer. And this is the reason, by the way, that we are concentrating, I said it earlier, we are concentrating, Mark, on fuel and tobacco because those 2 categories, if you think about it, between fuel and tobacco, those 2 categories represent probably 70% of our revenue. And this is the area that's going to bring traffic inside the store.

We have very, very, very big promotions related just to those 2 categories because I don't think those 2 categories are declining. Yes, cigarettes is declining, but you know what, OTP is picking up in exchange of cigarette decline. Fuel is declining. We saw what happened in 2024. So instead of just sitting on the sideline, what we are doing, we're basically very, very active on those 2 fronts.

And that's the reason when I brought the Fueling America Future with up to $2 oil per gallon, we believe that's going to drive traffic, that's going to drive gallons, which were hurt over the past basically few years. Related to the weather, I mean, you see what happened in weather. I mean the weather in the middle of January; we had snowstorms in so many areas in the country that we usually don't see it. I mean we -- and we had another one in February. As I said, I mean, that's, I think, as part of our guidance, this is something that we take into account.

And I have to be honest with you, I prefer to have those weather issues during January, February, rather having them during the summer. So, it's not something that we -- it's unexpected sometimes during this time with them of the year.

And Mark, we have been looking really aggressively to try and baseline what that trend impact is, and it has been so noisy even by region that it's difficult to establish a baseline. There have been so many weather events and they've been so broad and sustained, whether it's precipitation or whether it's temperature, it's very difficult for us to read the trend. That's why we do believe there's an impact, but quantifying it at this point has been challenging. And we're 7 weeks in, and it's been tough to read. There's been that much volatility with the daily performance.

And then maybe just a clarification. So, I guess I could be wrong in thinking strategically, but I feel like historically, when we've talked about focus on fuel margin versus fuel gallons, you've been focused more on margin. And now it sounds like with the promotion, you're implying that you're focusing more on gallons. Is there some shift within the company to do that?

No. No, no, no, no. So, to be clear, Fueling America's future is really to drive traffic. We are concentrating on traffic. We are not going to change.

We always, as I said, our strategy is to maximize fuel contribution dollars. Nothing is going to change over here. The idea with those promotions is we believe, by definition, the minute you give up to $2 off per gallon, we believe that you're going to be able to increase gallon just by doing that. But the real reason for that is really to get basically the traffic inside the store. Because in order for you to get those promotions or to get those basically those discounts, those big discounts, you need to get inside the store to get them.

And we believe that's going to drive traffic inside the store.

Karru Martinson, Jefferies.

When you look at the conversion of the retail stores, I mean, what do you think the core of these kind of higher-performing stores is within that channel?

What do you mean the core of the (inaudible)?

So, if we're averaging right now a little over 1,300 stores that we'll get down to, like what do you think is the core that when you're done with the dealerization is that kind of goes forward as a better improved, faster-growing retail channel?

Rob, would you like to take it?

Yes. I think this is one that as we've talked about before, if you look at our Q4 dealer sites was over 100, and we're guiding for 100 on Q1. We're not sharing forward plans. In many parts, we've got a number of counterparties, and we've got internal targets that we have to make sure we are comfortable with before we release externally. We obviously are modeling our full year to have a certain count transition, but we are only sharing Q1.

Again, you can make your own determinations but I'm looking at what Q4 is and Q1 is, already mentioned that we expect it to be a meaningful impact. So again, I'm going to leave that to your discretion to model yourself. But again, we do expect it to be meaningful. The organization is postured and pivoted to aggressively pursue that. And again, we'll be updating this on the quarter and giving you much more detail as we have it.

And I just want to be clear, it's not about the quantity, it's about the quality. just to be clear, quantity, we care less about the quantity. We care more about the quality. As part of our transformation plan, the thought process is really we want to make sure that we keep stores that we have huge economy of scale. We see the opportunity to invest in those stores.

We see huge opportunity to increase profitability in these stores. We're going to optimize our footprint and allocate resources for more efficiency. I mean those are the things that we are doing over here. So, at the end of the day, the stores that we would like to end up with are the stores that we see a huge upside for ourselves. By the way, the other stores are great stores.

We are moving them to the wholesale segment just because we believe that some of those dealers are just great entrepreneurs, but they can actually run those stores terrific. We just feel that we need to spend our time and resources in areas that we see that we have huge organic growth opportunities over there. And that's what we're doing over here at the end of the day to increase profitability. The bottom line is we're going to increase profitability by actually shifting. And I think, by the way, this is, I think, the unique thing about Arko that we are a little bit different than some others.

When we bought Empire 4 years ago, that was not exactly the plan, but I think that's the luxury right now that when we have over around 2,000 dealers. Today, we basically have 2,000 customers that are going to be customers for some of those stores are going to be dealers for some of those stores that we control at the end of the day. And I think that's the unique place that we are sitting right now.

And when you think about optimizing that footprint, is it exiting certain regions? Or is it more just kind of -- or potentially adding to more regions? Or is it more kind of going on a store-by-store basis?

We are going store-by-store basis at the end of the day, I mean, of course, if we have one store that we feel this is like an unbelievable store that got huge potential of growth. But next to it, there are 3 stores that do not have the potential growth that we see over there, obviously, we're going to have to exit this region. So yes, we are concentrating on regions. We are concentrating on states. We are concentrating on areas that we see opportunity for growth.

I mean we're looking on -- I can go on and on. We're looking on demographic. We're looking on population. We're looking at what happened, what increased. what happened in the market, but it's really a store-by-store basis.

I mean the analysis that we started last year as part of our transformation plan, it's literally by store.

Hale Holden, Barclays.

I have two questions. The first one is just holistically, if I think about your guidance, the EBITDA guidance for the year, the midpoint is $243 million. You guys did $248 million in '24. So, I'm trying to figure out how to bridge to the $20 million in dealerization savings that you expect to get over time and why perhaps we're not seeing that flow through into the annual EBITDA guide?

Sure. I'll take that one. So, as you think about the $20 million, again, that's at an annualized run rate. And as you know, we'll start to annualize the activity in Q3 of 2024 from the start of this program, right? So, we are not likely to be at steady state until later in 2025, possibly '26, but like that is when the run rate would be achieved.

So, we are, as I mentioned in my prepared remarks, our wholesale profitability was up $2 million in the fourth quarter due to the channel optimization work. So, if you translate that out at the current level of run rate, you'd get that $8 million to $8.5 million that we talked about last quarter for the stores that were done at the end of the fourth quarter. The stores that are being done right now, we've got another 100. As already mentioned, there's more to come. So, you will not be at the annualized run rate until you're far deeper into 2025.

And that's the reason you're not seeing the full $20 million accrue in 2025.

So maybe another way to think about it is what would the -- I mean, how do I think about an apples-to-apples number? Because you guys have a lot of moving parts. And I'm trying to -- obviously, absolute EBITDA is lower, but it does feel like the dealerization is may be resulting in lower EBITDA? Or is it just that we think the trends are going to be lower from here?

No, it's not. It's certainly accretive. It's definitely not. It's an accretive program. I think what you -- if you can look at 2024 versus 2023 and look at the same-store performance metrics for merchandising and gallons, you can pretty quickly get yourself to a place that says, if I'm negative, pick a number, negative low single-digit same-store sales or same-store gallons.

And again, I'm not guiding you on same stores, but I'm just saying if you're negative, you should be able to do the math that says what does my same-store business do and what is it? What's the organic decrease there. What we're doing here is a bridge to optimize the channels right, to provide some buoyancy to the P&L that's going to offset some of those trends that have been in place for a while as we transition to more of that, already talked about activating the core customer and then transitioning into that longer-term food and the store remodel program. That's the strategy. So, you should be thinking about this as purely an accretive program for channel optimization, offsetting some of the same-store trends.

And again, if you do the math from '23 to '24, you should be able to get to a place that says what is the underlying same-store business doing, understanding that same-store base is going to be moving significantly quarter-by-quarter.

Just to add one more thing. As I mentioned earlier, I mentioned a meaningful number of stores are going to be converted. So, at the end of the day, it's also about timing, just to be clear. It's all about timing. If we're going to be able to move quickly, things might change.

But we're trying to be careful over here.

And then the way we're kind of penciling out is you should be free cash flow positive, although I don't really have a CapEx number with the new stores that you're planning to build. So, I just wanted to make sure that as you go through this transition, you kind of expect to be free cash flow positive for the year in '25.

So, we don't give guidance on CapEx. But if you look at Q4 2024 versus Q4 2023 and full year '24 versus full year '23, you'll find those numbers were relatively consistent. And I think it's reasonable for you to assume that some of the spend in '24 related to EMV compliance, things related to accretive electric vehicle programs that were available prior administration, some of those spending dollars will be reallocated towards some of those more strategic the store remodel program, things of that nature. And again, just looking at history, '23 and '24 CapEx very much in line with itself. And I think it's reasonable for you to assume positive cash build based on if you model that deal.

William Reuter, Bank of America.

I think I only have one. Given the new dealerization program, is this pretty much a strategy which you are moving forward with without regard to the external environment, meaning, are you still evaluating other alternatives, whether they be acquisitions or divestitures? Do all of those, of large numbers of stores of all the retail stores would more transformative transactions potentially still be on the table?

Absolutely. Absolutely. Nothing changed. As I mentioned, this transformation plan is something that we started in the middle of last year. And what we're doing right now, we're basically executing.

We're starting the dealerization program around third quarter last year. And we're just basically continuing in accordance to our plan right now. But yes, nothing is off the table. I mean we are going to evaluate everything based on return on investment, of course. And if it's a great opportunity that become available, absolutely.

We have the team available. We have the liquidity. And M&A is also part of our plan over here.

So, I guess that would imply that both directions that I described, which is either a larger acquisition or alternatively a sale of a huge majority or a bunch of stores at a time, both of those would still be on the table. Is that right?

Besides the second piece, on the table right now, we don't have the second piece. The piece that we have on the table right now is dealerization, making sure that we continue with our transformation plan. And if there is a large acquisition, we will be more than happy to look into it, absolutely.

This concludes the question-and-answer session. I'd like to turn the floor back to management for any closing comments.

Okay. Thank you very much, operator. Thank you very much, everybody, for participating. I had a lot of questions from you guys regarding to Fueling America's Future. And I really hope that you guys are going to visit our stores and explore the opportunities.

I mean we are providing up to $2 off a gallon, up to 20 gallons, $40 off per fill up, and it's a great opportunity for you guys to visit our stores. In the meantime, have a good evening. Thank you.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you again for your participation.