UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023.


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission ~~file number~~File Number 001-39828

ARKO Corp.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		85-2784337
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(Address of Principal Executive Offices) (Zip Code)

(804) 730-1568

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading ~~Symbol~~Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share	ARKO	Nasdaq Capital Market
Warrants to purchase common stock	ARKOW	Nasdaq Capital Market

~~Securities registered pursuant to Section 12(g) of the Act:~~

~~None~~

Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”

in Rule 12b-2 of the Exchange ~~Act:~~Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ YES ☒ NO

As of August ~~5, 2022,~~4, 2023, the registrant had ~~120,074,542~~118,656,855 shares of its common stock, par value $0.0001 per share (“common stock”) outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (unaudited)	5
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	6
	Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the ~~three and~~ six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	98
	Notes to Condensed Consolidated Financial Statements (unaudited)	1211
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2326
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3744
Item 4.	Controls and Procedures	3944
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4046
Item 1A.	Risk Factors	4046
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4046
Item 3.	Defaults Upon Senior Securities	4046
Item 4.	Mine Safety Disclosures	4046
Item 5.	Other Information	4046
Item 6.	Exhibits	4147
Signatures		4248

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product development efforts, business, financial condition, results of operations, strategies or ~~prospects, including the potential impact of the COVID-19 pandemic on our businesses, operating results, cash flows and/or financial condition.~~prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described below and in “Item 1A-Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and this Quarterly Report on Form 10-Q, and described from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). We do not undertake any obligation to update forward-looking statements, except to the extent required by applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance.

Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:

•

changes in economic conditions and consumer confidence in the United States;

•

~~if we do not~~our ability to make acquisitions on economically acceptable ~~terms, our future growth may be limited;~~terms;

•

~~we may be unable~~our ability to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions;

•

~~our future growth depends on~~ our ability to successfully implement our organic growth strategies;

•

labor, raw materials and building supply shortages and price fluctuations in the construction industry could delay or increase the costs of our store upgrade and remodel ~~program~~programs and our maintenance capital expenditures;

•

~~significant changes in the current consumption of and regulations related to tobacco and nicotine products;~~

•

changes in the wholesale prices of motor fuel;

•

significant changes in the current consumption of, and related regulations and litigation related to, cigarettes and other tobacco products;

•

significant changes in demand for fuel-based modes of transportation;

•

~~we operate in a~~the highly competitive industry characterized by low entry ~~barriers;~~barriers in which we operate;

•

negative events or developments associated with branded motor fuel suppliers;

•

we depend on several principal suppliers for our ~~gross~~ fuel purchases and two principal suppliers for merchandise;

•

a portion of our revenue is generated under fuel supply agreements with ~~independent~~ dealers that must be renegotiated or replaced periodically;

•

the retail sale, distribution, transportation and storage of motor fuels is subject to environmental protection and operational safety laws and regulations that may expose us or our customers to significant costs and liabilities;

•

business disruption and related risks resulting from ~~the outbreak of COVID-19 and variants of the virus, including associated regulatory changes;~~global pandemics;

•

failure to comply with applicable laws and regulations;

•

the loss of key senior management personnel or the failure to recruit or retain qualified personnel;

•

unfavorable weather conditions;

•

we may be held liable for fraudulent credit card transactions on our fuel dispensers;

•

payment-related risks that may result in higher operating costs or the inability to process payments;

•

significant disruptions of information technology systems, or breaches of data ~~security;~~security or compromised data;

•

evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations;

~~Table of Contents~~

•

our failure to adequately secure, maintain, and enforce our intellectual property rights;

Table of Contents

•

third-party claims of infringement upon their intellectual property rights;

•

~~we depend~~our dependence on third-party transportation providers for the transportation of most of our motor fuel;

•

our operations present risks which may not be fully covered by insurance;

•

our variable rate debt;

•

the agreements governing our indebtedness ~~have~~contain various restrictions and financial covenants;

•

~~the phase out of the London Interbank Offered Rate (“LIBOR”);~~

•

our principal stockholders and management ~~exert significant~~ control ~~over~~ us, and their interests may conflict with yours;

•

our corporate structure includes Israeli subsidiaries that may have adverse tax consequences and expose us to additional tax liabilities;

•

we may not be able to ~~effectively~~ maintain ~~controls~~an effective system of internal control over financial reporting and ~~procedures required by Section 404 of the Sarbanes-Oxley Act;~~we may not be able to accurately report our financial results or prevent fraud;

•

the market price and trading volume of our common stock may be volatile and could decline significantly;

•

if securities or industry analysts do not publish research, publish inaccurate or unfavorable research, or cease publishing research about us or the convenience store industry; and

•

sales of a substantial number of shares of our common stock in the public market could cause the ~~price~~prices of our common stock to decline.

Table of Contents

PART I. FINANCIAL INFORMATION

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to the “Company,” “ARKO,” “we,” “our,” “ours,” and “us” refer to ARKO Corp., a Delaware corporation, including our consolidated subsidiaries.

Item 1. Financial Statements

ARKO Corp.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)


	June 30, 2022			December 31, 2021		June 30, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	248,518		$	252,141	$	220,142		$	298,529
Restricted cash		14,083			20,402		15,136			18,240
Short-term investments		33,927			58,807		3,319			2,400
Trade receivables, net		93,482			62,342		135,663			118,140
Inventory		233,612			197,836		256,116			221,951
Other current assets		83,298			92,095		101,435			87,873
Total current assets		706,920			683,623		731,811			747,133
Non-current assets:
Property and equipment, net		561,982			548,969		748,697			645,809
Right-of-use assets under operating leases		1,043,533			1,064,982		1,418,902			1,203,188
Right-of-use assets under financing leases, net		188,558			192,378		174,221			182,113
Goodwill		197,742			197,648		277,795			217,297
Intangible assets, net		176,155			185,993		219,598			197,123
Equity investment		3,035			2,998		2,861			2,924
Deferred tax asset		40,094			41,047		57,007			22,728
Other non-current assets		31,749			24,637		40,565			36,855
Total assets	$	2,949,768		$	2,942,275	$	3,671,457		$	3,255,170
Liabilities
Current liabilities:
Long-term debt, current portion	$	39,391		$	40,384	$	13,369		$	11,944
Accounts payable		221,048			172,918		233,459			217,370
Other current liabilities		134,227			137,488		166,056			154,097
Operating leases, current portion		54,004			51,261		63,811			57,563
Financing leases, current portion		6,037			6,383		4,916			5,457
Total current liabilities		454,707			408,434		481,611			446,431
Non-current liabilities:
Long-term debt, net		675,102			676,625		810,302			740,043
Asset retirement obligation		58,614			58,021		79,837			64,909
Operating leases		1,056,351			1,076,905		1,422,736			1,218,045
Financing leases		228,800			229,215		223,871			225,907
Deferred tax liability		4,264			2,546
Other non-current liabilities		126,147			136,853		275,584			178,945
Total liabilities		2,603,985			2,588,599		3,293,941			2,874,280
Commitments and contingencies - see Note 10
Series A redeemable preferred stock (0 par value) - authorized: 1,000 shares; issued and outstanding: 1,000 and 1,000 shares, respectively; redemption value: $100,000 and $100,000, in the aggregate respectively		100,000			100,000
Commitments and contingencies - see Note 12
Series A redeemable preferred stock (no par value) - authorized: 1,000 shares; issued and outstanding: 1,000 and 1,000 shares, respectively; redemption value: $100,000 and $100,000, in the aggregate respectively							100,000			100,000
Shareholders' equity:
Common stock (par value $0.0001) - Authorized: 400,000 shares; Issued: 124,727 and 124,428 shares, respectively; Outstanding: 120,075 and 124,428 shares, respectively		12			12
Treasury stock, at cost - 4,652 and 0 shares, respectively		(40,038	)		0
Common stock (par value $0.0001) - authorized: 400,000 shares; issued: 125,269 and 124,727 shares, respectively; outstanding: 118,843 and 120,074 shares, respectively							12			12
Treasury stock, at cost - 6,426 and 4,653 shares, respectively							(53,804	)		(40,042	)
Additional paid-in capital		223,557			217,675		238,617			229,995
Accumulated other comprehensive income		9,119			9,119		9,119			9,119
Retained earnings		52,898			26,646		83,533			81,750
Total shareholders' equity		245,548			253,452		277,477			280,834
Non-controlling interest		235			224		39			56
Total equity		245,783			253,676		277,516			280,890
Total liabilities, redeemable preferred stock and equity	$	2,949,768		$	2,942,275	$	3,671,457		$	3,255,170

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ARKO Corp.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Revenues:
Fuel revenue	$	2,085,854		$	1,460,763		$	3,669,380		$	2,563,710		$	1,957,100		$	2,085,854		$	3,618,764		$	3,669,380
Merchandise revenue		431,751			426,365			798,736			785,646			484,561			431,751			884,849			798,736
Other revenues, net		22,658			22,686			44,958			44,814			27,480			22,658			53,904			44,958
Total revenues		2,540,263			1,909,814			4,513,074			3,394,170			2,469,141			2,540,263			4,557,517			4,513,074
Operating expenses:
Fuel costs		1,955,019			1,347,109			3,425,668			2,359,907			1,801,103			1,955,019			3,338,985			3,425,668
Merchandise costs		300,387			303,952			559,180			564,706			329,903			300,387			607,226			559,180
Store operating expenses		178,077			154,668			344,615			299,606			218,002			178,077			410,685			344,615
General and administrative expenses		32,956			31,861			64,741			58,574			42,660			32,956			83,076			64,741
Depreciation and amortization		24,353			25,273			48,989			49,515			32,837			24,353			61,236			48,989
Total operating expenses		2,490,792			1,862,863			4,443,193			3,332,308			2,424,505			2,490,792			4,501,208			4,443,193
Other expenses, net		1,197			1,195			2,318			2,867			4,956			1,197			7,676			2,318
Operating income		48,274			45,756			67,563			58,995			39,680			48,274			48,633			67,563
Interest and other financial income		8,997			2,601			6,710			1,695			2,428			8,997			9,630			6,710
Interest and other financial expenses		(16,336	)		(14,598	)		(30,024	)		(42,309	)		(22,588	)		(16,336	)		(43,392	)		(30,024	)
Income before income taxes		40,935			33,759			44,249			18,381			19,520			40,935			14,871			44,249
Income tax expense		(9,157	)		(8,212	)		(10,162	)		(7,490	)		(5,014	)		(9,157	)		(2,856	)		(10,162	)
Income from equity investment		28			26			37			20
(Loss) income from equity investment														(27	)		28			(63	)		37
Net income	$	31,806		$	25,573		$	34,124		$	10,911		$	14,479		$	31,806		$	11,952		$	34,124
Less: Net income attributable to non-controlling interests		52			54			131			128			48			52			101			131
Net income attributable to ARKO Corp.	$	31,754		$	25,519		$	33,993		$	10,783		$	14,431		$	31,754		$	11,851		$	33,993
Series A redeemable preferred stock dividends		(1,434	)		(1,434	)		(2,852	)		(2,836	)		(1,434	)		(1,434	)		(2,852	)		(2,852	)
Net income attributable to common shareholders	$	30,320		$	24,085		$	31,141		$	7,947		$	12,997		$	30,320		$	8,999		$	31,141
Net income per share attributable to common shareholders - basic	$	0.25		$	0.19		$	0.25		$	0.06		$	0.11		$	0.25		$	0.07		$	0.25
Net income per share attributable to common shareholders - diluted	$	0.24		$	0.19		$	0.25		$	0.06		$	0.11		$	0.24		$	0.07		$	0.25
Weighted average shares outstanding:
Basic		121,529			124,428			122,909			124,395			119,893			121,529			120,073			122,909
Diluted		130,558			133,032			123,245			124,543			121,280			130,558			120,767			123,245

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ARKO Corp.

Condensed Consolidated Statements of Changes in Equity

(Unaudited, in thousands)


	Common Stock					Treasury			Additional			Accumulated Other		Retained Earnings			Total			Non-						Common Stock					Treasury			Additional			Accumulated Other		Retained			Total			Non-
	Shares			Par Value		Stock, at Cost			Paid-in Capital			Comprehensive Income		(Accumulated Deficit)			Shareholders' Equity			Controlling Interests			Total Equity
Balance at April 1, 2021		124,428		$	12	$	0		$	214,727		$	9,119	$	(44,389	)	$	179,469		$	(147	)	$	179,322
Share-based compensation		—			0		0			1,488			0		0			1,488			0			1,488
Distributions to non-controlling interests		—			0		0			0			0		0			0			(60	)		(60	)
Dividends on redeemable preferred stock		—			0		0			(1,434	)		0		0			(1,434	)		0			(1,434	)
Net income		—			0		0			0			0		25,519			25,519			54			25,573
Balance at June 30, 2021		124,428		$	12	$	0		$	214,781		$	9,119	$	(18,870	)	$	205,042		$	(153	)	$	204,889
																										Shares			Par Value		Stock, at Cost			Paid-in Capital			Comprehensive Income		Earnings			Shareholders' Equity			Controlling Interests			Total Equity
Balance at April 1, 2022		123,190		$	12	$	(13,084	)	$	220,449		$	9,119	$	24,993		$	241,489		$	243		$	241,732			123,190		$	12	$	(13,084	)	$	220,449		$	9,119	$	24,993		$	241,489		$	243		$	241,732
Share-based compensation		—			0		0			3,108			0		0			3,108			0			3,108			—			—		—			3,108			—		—			3,108			—			3,108
Distributions to non-controlling interests		—			0		0			0			0		0			0			(60	)		(60	)		—			—		—			—			—		—			—			(60	)		(60	)
Dividends on redeemable preferred stock		—			—		—			—			—		(1,434	)		(1,434	)		—			(1,434	)		—			—		—			—			—		(1,434	)		(1,434	)		—			(1,434	)
Dividends declared (2 cents per share)		—			—		—			—			—		(2,415	)		(2,415	)		—			(2,415	)		—			—		—			—			—		(2,415	)		(2,415	)		—			(2,415	)
Common stock repurchased		(3,115	)		—		(26,954	)		—			—		—			(26,954	)		—			(26,954	)		(3,115	)		—		(26,954	)		—			—		—			(26,954	)		—			(26,954	)
Net income		—			—		—			—			—		31,754			31,754			52			31,806			—			—		—			—			—		31,754			31,754			52			31,806
Balance at June 30, 2022		120,075		$	12	$	(40,038	)	$	223,557		$	9,119	$	52,898		$	245,548		$	235		$	245,783			120,075		$	12	$	(40,038	)	$	223,557		$	9,119	$	52,898		$	245,548		$	235		$	245,783

Balance at April 1, 2023																											120,305		$	12	$	(42,352	)	$	234,158		$	9,119	$	74,143		$	275,080		$	(45	)	$	275,035
Share-based compensation																											—			—		—			4,555			—		—			4,555			—			4,555
Transactions with non-controlling interests																											—			—		—			(96	)		—		—			(96	)		96			—
Distributions to non-controlling interests																											—			—		—			—			—		—			—			(60	)		(60	)
Dividends on redeemable preferred stock																											—			—		—			—			—		(1,434	)		(1,434	)		—			(1,434	)
Dividends declared (3 cents per share)																											—			—		—			—			—		(3,607	)		(3,607	)		—			(3,607	)
Common stock repurchased																											(1,499	)		—		(11,452	)		—			—		—			(11,452	)		—			(11,452	)
Vesting and settlement of restricted share units																											37			—		—			—			—		—			—			—			—
Net income																											—			—		—			—			—		14,431			14,431			48			14,479
Balance at June 30, 2023																											118,843		$	12	$	(53,804	)	$	238,617		$	9,119	$	83,533		$	277,477		$	39		$	277,516


	Common Stock					Treasury			Additional			Accumulated Other		Retained			Total			Non-
	Shares			Par Value		Stock, at Cost			Paid-in Capital			Comprehensive Income		Earnings			Shareholders' Equity			Controlling Interests			Total Equity
Balance at January 1, 2022		124,428		$	12	$	—		$	217,675		$	9,119	$	26,646		$	253,452		$	224		$	253,676
Share-based compensation		—			—		—			5,882			—		—			5,882			—			5,882
Distributions to non-controlling interests		—			—		—			—			—		—			—			(120	)		(120	)
Dividends on redeemable preferred stock		—			—		—			—			—		(2,852	)		(2,852	)		—			(2,852	)
Dividends declared (4 cents per share)		—			—		—			—			—		(4,889	)		(4,889	)		—			(4,889	)
Common stock repurchased		(4,652	)		—		(40,038	)		—			—		—			(40,038	)		—			(40,038	)
Vesting of restricted share units		286			—		—			—			—		—			—			—			—
Issuance of shares		13			—		—			—			—		—			—			—			—
Net income		—			—		—			—			—		33,993			33,993			131			34,124
Balance at June 30, 2022		120,075		$	12	$	(40,038	)	$	223,557		$	9,119	$	52,898		$	245,548		$	235		$	245,783

Balance at January 1, 2023		120,074		$	12	$	(40,042	)	$	229,995		$	9,119	$	81,750		$	280,834		$	56		$	280,890
Share-based compensation		—			—		—			8,624			—		—			8,624			—			8,624
Transactions with non-controlling interests		—			—		—			(2	)		—		—			(2	)		2			—
Distributions to non-controlling interests		—			—		—			—			—		—			—			(120	)		(120	)
Dividends on redeemable preferred stock		—			—		—			—			—		(2,852	)		(2,852	)		—			(2,852	)
Dividends declared (6 cents per share)		—			—		—			—			—		(7,216	)		(7,216	)		—			(7,216	)
Common stock repurchased		(1,773	)		—		(13,762	)		—			—		—			(13,762	)		—			(13,762	)
Vesting and settlement of restricted share units		542			—		—			—			—		—			—			—			—
Net income		—			—		—			—			—		11,851			11,851			101			11,952
Balance at June 30, 2023		118,843		$	12	$	(53,804	)	$	238,617		$	9,119	$	83,533		$	277,477		$	39		$	277,516

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~~ARKO Corp.~~

~~Condensed Consolidated Statements of Changes in Equity (cont’d)~~

~~(Unaudited, in thousands)~~

Common Stock

Treasury

Additional

Accumulated
Other

Retained Earnings

Total

Non-

Shares

Par Value

Stock, at Cost

Paid-in Capital

Comprehensive Income

(Accumulated Deficit)

Shareholders' Equity

Controlling Interests

Total Equity

Balance at January 1, 2021

124,132

$
12

$
0

$
212,103

$
9,119

$
(29,653
)

$
191,581

$
(161
)

$
191,420

Share-based compensation

—

0

0

2,514

0

0

2,514

0

2,514

Distributions to non-controlling interests

—

0

0

0

0

0

0

(120
)

(120
)
Dividends on redeemable preferred stock

0

0

0

(2,836
)

0

0

(2,836
)

0

(2,836
)
Issuance of shares

296

0

0

3,000

0

0

3,000

0

3,000

Net income

0

0

0

0

0

10,783

10,783

128

10,911

Balance at June 30, 2021

124,428

$
12

$
0

$
214,781

$
9,119

$
(18,870
)

$
205,042

$
(153
)

$
204,889

Balance at January 1, 2022

124,428

$
12

$
—

$
217,675

$
9,119

$
26,646

$
253,452

$
224

$
253,676

Share-based compensation

—

0

0

5,882

0

0

5,882

0

5,882

Distributions to non-controlling interests

—

0

0

0

0

0

0

(120
)

(120
)
Dividends on redeemable preferred stock

0

0

0

0

0

(2,852
)

(2,852
)

0

(2,852
)
Dividends declared (2 cents per share)

—

—

—

—

—

(4,889
)

(4,889
)

—

(4,889
)
Common stock repurchased

(4,652
)

0

(40,038
)

0

0

0

(40,038
)

0

(40,038
)
Vesting of restricted share units

286

—

—

—

—

—

—

—

—

Issuance of shares

13

—

—

—

—

—

—

—

—

Net income

0

0

0

0

0

33,993

33,993

131

34,124

Balance at June 30, 2022

120,075

$
12

$
(40,038
)

$
223,557

$
9,119

$
52,898

$
245,548

$
235

$
245,783

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ARKO Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2023			2022
Cash flows from operating activities:
Net income	$	34,124		$	10,911		$	11,952		$	34,124
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		48,989			49,515			61,236			48,989
Deferred income taxes		2,671			2,109			(14,115	)		2,671
Loss on disposal of assets and impairment charges		1,971			975			3,278			1,971
Foreign currency loss (gain)		228			(1,143	)
Amortization of deferred financing costs, debt discount and premium		1,262			621
Foreign currency loss								58			228
Amortization of deferred financing costs and debt discount								1,213			1,262
Amortization of deferred income		(5,292	)		(4,411	)		(3,929	)		(5,292	)
Accretion of asset retirement obligation		829			834			1,118			829
Non-cash rent		3,737			3,349			6,558			3,737
Charges to allowance for credit losses		351			322			573			351
Income from equity investment		(37	)		(20	)
Loss (income) from equity investment								63			(37	)
Share-based compensation		5,882			2,514			8,624			5,882
Fair value adjustment of financial assets and liabilities		(6,590	)		9,833			(5,248	)		(6,590	)
Other operating activities, net		707			532			976			707
Changes in assets and liabilities:
Increase in trade receivables		(31,491	)		(21,102	)		(18,173	)		(31,491	)
Increase in inventory		(35,947	)		(11,732	)		(8,208	)		(35,947	)
Decrease (increase) in other assets		7,607			(4,762	)
(Increase) decrease in other assets								(10,965	)		7,607
Increase in accounts payable		46,407			26,960			14,580			46,407
Decrease in other current liabilities		(11,324	)		(6,933	)		(7,651	)		(11,324	)
Decrease in asset retirement obligation		(34	)		(113	)
Increase (decrease) in asset retirement obligation								46			(34	)
Increase in non-current liabilities		8,112			758			4,000			8,112
Net cash provided by operating activities	$	72,162		$	59,017		$	45,986		$	72,162

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ARKO Corp.

Condensed Consolidated Statements of Cash Flows (cont’d)

(Unaudited, in thousands)


	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2023			2022
Cash flows from investing activities:
Purchase of property and equipment	$	(45,168	)	$	(32,638	)	$	(50,038	)	$	(45,168	)
Purchase of intangible assets		(125	)		(175	)		(35	)		(125	)
Proceeds from sale of property and equipment		7,261			36,059			296,485			7,261
Prepayment for Quarles Acquisition		(5,000	)		0
Prepayment for business acquisition								—			(5,000	)
Business acquisitions, net of cash		(6,853	)		(93,527	)		(481,636	)		(6,853	)
Decrease in investments, net		27,109			0			—			27,109
Repayment of loans to equity investment		174			0			—			174
Net cash used in investing activities		(22,602	)		(90,281	)		(235,224	)		(22,602	)
Cash flows from financing activities:
Receipt of long-term debt, net		0			35,056			74,233			—
Repayment of debt		(6,093	)		(102,074	)		(10,511	)		(6,093	)
Principal payments on financing leases		(3,304	)		(4,013	)		(2,912	)		(3,304	)
Proceeds from failed sale-leaseback		0			43,569
Proceeds from sale-leaseback								80,397			—
Payment of Additional Consideration		(2,085	)		0			—			(2,085	)
Payment of merger transaction issuance costs		0			(4,764	)
Payment of Ares Put Option								(9,808	)		—
Common stock repurchased		(40,038	)		0			(13,563	)		(40,038	)
Dividends paid on common stock		(4,889	)		0			(7,216	)		(4,889	)
Dividends paid on redeemable preferred stock		(2,852	)		(2,993	)		(2,852	)		(2,852	)
Distributions to non-controlling interests		(120	)		(120	)		—			(120	)
Net cash used in financing activities		(59,381	)		(35,339	)
Net cash provided by (used in) financing activities								107,768			(59,381	)
Net decrease in cash and cash equivalents and restricted cash		(9,821	)		(66,603	)		(81,470	)		(9,821	)
Effect of exchange rate on cash and cash equivalents and restricted cash		(121	)		(1,438	)		(21	)		(121	)
Cash and cash equivalents and restricted cash, beginning of period		272,543			312,977			316,769			272,543
Cash and cash equivalents and restricted cash, end of period	$	262,601		$	244,936		$	235,278		$	262,601
Reconciliation of cash and cash equivalents and restricted cash
Cash and cash equivalents, beginning of period	$	252,141			293,666		$	298,529			252,141
Restricted cash, beginning of period		20,402			16,529			18,240			20,402
Restricted cash with respect to bonds, beginning of period		0			2,782
Cash and cash equivalents and restricted cash, beginning of period	$	272,543		$	312,977		$	316,769		$	272,543
Cash and cash equivalents, end of period	$	248,518		$	229,399		$	220,142		$	248,518
Restricted cash, end of period		14,083			15,537			15,136			14,083
Cash and cash equivalents and restricted cash, end of period	$	262,601		$	244,936		$	235,278		$	262,601

The accompanying notes are an integral part of these condensed consolidated financial statements.

109

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ARKO Corp.

Condensed Consolidated Statements of Cash Flows (cont’d)

(Unaudited, in thousands)


	For the Six Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2023		2022
Supplementary cash flow information:
Cash received for interest	$	107	$	99	$	4,274	$	107
Cash paid for interest		27,740		30,148		38,402		27,740
Cash received for taxes		78		176		512		78
Cash paid for taxes		4,797		7,797		20,845		4,797
Supplementary noncash activities:
Prepaid insurance premiums financed through notes payable	$	2,279	$	4,900	$	5,619	$	2,279
Purchases of equipment in accounts payable and accrued expenses		10,857		4,239		9,367		10,857
Purchase of property and equipment under leases		10,363		14,564		3,034		10,363
Disposals of leases of property and equipment		404		3,207		2,669		404
Issuance of shares		0		3,000
Deferred consideration related to business acquisition						45,845		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

1110

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ARKO Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. General

ARKO Corp. (the “Company”) is a Delaware corporation whose common stock, par value $0.0001 per share (“common stock”), and publicly-traded warrants are listed on the Nasdaq Stock Market (“Nasdaq”). under the symbols “ARKO” and “ARKOW,” respectively.

The Company’s operations are primarily performed by its subsidiary, GPM Investments, LLC (“GPM”), a Delaware limited liability company. GPM is primarily engaged directly and through fully owned and controlled subsidiaries (directly or indirectly) in retail activity, which includes the operations of a chain of convenience stores, most of which include adjacent gas ~~stations, and~~stations. The Company is also engaged in wholesale activity, which includes the supply of fuel to gas stations operated by third ~~parties.~~parties, and in fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. As of June 30, ~~2022,~~2023, GPM’s activity included the ~~self-operation~~operation of ~~1,388~~1,547 ~~sites and~~retail convenience stores, the supply of fuel to ~~1,620~~1,824 gas stations operated by ~~independent~~ dealers and the operation of 293 cardlock locations, throughout more than 3330 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“U.S.”).

The Company has ~~three reporting~~four reportable segments: retail, wholesale, fleet fueling, and GPMP. Refer to Note 911 below for further information with respect to the segments.

2. Summary of Significant Accounting Policies

Basis of Presentation

All significant intercompany balances and transactions have been eliminated in the accompanying condensed consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Interim Financial Statements

The accompanying condensed consolidated financial statements (“interim financial statements”) as of June 30, ~~2022~~2023 and for the three and six months ended June 30, ~~2022~~2023 and ~~2021 (“interim financial statements”)~~2022 are unaudited and have been prepared in accordance with GAAP for interim financial information and Regulation S-X set forth by the Securities and Exchange Commission (the “SEC”) for interim reporting. In the opinion of management, all adjustments (consisting of normal and recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included in the accompanying interim financial statements. However, they do not include all of the information and disclosures required by GAAP for complete financial statements. Therefore, the interim financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the “annual financial statements”).

The same significant accounting policies, presentation and methods of computation have been followed in these interim financial statements as were applied in the preparation of the annual financial statements.

Accounting Periods

The Company’s fiscal periods end on the last day of the month, and its fiscal year ends on December 31. This results in the Company experiencing fluctuations in current assets and current liabilities due to purchasing and payment patterns which change based upon the day of the week. As a result, working capital can change from period to period not only due to changing business operations, but also due to a change in the day of the week inon which each period ends. The Company earns a disproportionate amount of its annual operating income in the second and third quarters as a result of the climate and seasonal buying patterns of its customers. Inclement weather, especially in the Midwest and Northeast regions of the U.S. during the winter months, can negatively impact financial results.

Use of Estimates

In the preparation of interim condensed consolidated financial statements, management may make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual

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results could differ from those estimates. Significant estimates include right-of-use assets and lease liabilities; impairment of goodwill, intangible, right-of-use and fixed assets; environmental assets and liabilities; deferred tax assets; and asset retirement obligations.

Cash and Cash Equivalents

12The Company considers all unrestricted highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are maintained at several financial institutions, and in order to have sufficient working capital on hand, the Company maintains concentrations of cash in several financial institutions in amounts that are above the FDIC standard deposit insurance limit of $250,000.

~~Table of Contents~~

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to the customers. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a single point in time or over time, based on when control of goods and services transfers to a customer. Control is transferred to the customer over time if the customer simultaneously receives and consumes the benefits provided by the Company’s performance. If a performance obligation is not satisfied over time, the Company satisfies the performance obligation at a single point in time.

Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services.

When the Company satisfies a performance obligation by transferring control of goods or services to the customer, revenue is recognized against contract assets in the amount of consideration to which the Company is entitled. When the consideration amount received from the customer exceeds the amounts recognized as revenue, the Company recognizes a contract liability for the excess.

An asset is recognized related to the costs incurred to obtain a contract ~~(i.e.~~(e.g. sales commissions) if the costs are specifically identifiable to a contract, the costs will result in enhancing resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The Company expenses the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.

The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as agent, revenue is recorded on a net basis.

Fuel revenue and fuel cost of revenue included fuel taxes of $307.2 million, $243.7 million, $~~262.7~~ ~~million, $475.5~~571.5 million and $~~485.2~~475.5 million for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Refer to Note 911 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations.

~~Reclassifications~~

~~Certain prior year equity amounts have been reclassified to conform to the current year presentation.~~

~~New Accounting Pronouncements~~3. Acquisitions

~~Reference Rate Reform~~Transit Energy Group, LLC

On March 1, 2023, the Company completed the acquisition of certain assets from Transit Energy Group, LLC and certain of its affiliated entities (collectively, “TEG”) pursuant to a purchase agreement entered on September 9, 2022, as amended (the “TEG Purchase Agreement”), including (i) 135 ~~– In March 2020,~~Company-operated convenience stores and gas stations, (ii) fuel supply rights to 181 dealer locations, (iii) a commercial, government, and industrial business, including certain bulk plants, and (iv) certain distribution and transportation assets, all in the ~~FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation~~southeastern United States (the “TEG Acquisition”).

The purchase price for the TEG Acquisition was approximately $370 million, as adjusted in accordance with the terms of the ~~Effects~~TEG Purchase Agreement, plus the value of ~~Reference Rate Reform~~inventory at the closing, of which $50 million was deferred and payable in two annual payments of $25 million, which the Company may elect to pay in either cash or, subject to the satisfaction of certain conditions, shares of common stock (the “Installment Shares”), on ~~Financial Reporting. This standard included optional guidance~~the first and second anniversaries of the closing. Pursuant to the TEG Purchase Agreement, at closing, ARKO and TEG entered into a registration rights agreement, pursuant to which ARKO agreed to prepare and file a registration statement with the SEC, registering the Installment Shares, if any, for resale by TEG.

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The Company paid approximately $81.7 million of the non-deferred purchase price including the value of inventory and other closing adjustments, of which $55.0 million was financed with the Capital One Line of Credit (as defined in Note 4 below). An affiliate of Oak Street Real Estate Capital Net Lease Property Fund, LP (including its affiliates, “Oak Street”), under the Company’s standby real estate purchase, designation and lease program agreement with Oak Street, dated as of May 3, 2021 (as amended, the “Program Agreement”), paid the balance of the non-deferred purchase price for fee simple ownership in 104 sites. At the closing, pursuant to the Program Agreement, the Company entered into a master lease with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $51.6 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $131.3 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing.

The details of the TEG Acquisition were as follows:


	Amount
	(in thousands)
Fair value of consideration transferred:
Cash	$	26,702
GPMP Capital One Line of Credit		55,000
Liability resulting from deferred purchase price		45,845
Receivable from TEG		(62	)
Consideration provided by Oak Street		258,019
Total consideration	$	385,504
Assets acquired and liabilities:
Cash and cash equivalents	$	379
Inventory		20,259
Other assets		1,304
Property and equipment, net		268,879
Intangible assets		20,000
Right-of-use assets under operating leases		69,254
Environmental receivables		2,664
Deferred tax asset		19,135
Total assets		401,874
Other liabilities		(2,087	)
Environmental liabilities		(2,939	)
Asset retirement obligations		(11,187	)
Operating leases		(57,569	)
Total liabilities		(73,782	)
Total identifiable net assets		328,092
Goodwill	$	57,412

Consideration paid in cash	$	81,702
Consideration provided by Oak Street		258,019
Less: cash and cash equivalent balances acquired		(379	)
Net cash outflow	$	339,342

The initial accounting treatment of the TEG Acquisition reflected in these interim financial statements is provisional as the Company has not yet finalized the initial accounting treatment of the business combination, and, in this regard, has not finalized the valuation of some of the assets and liabilities acquired and the goodwill resulting from the TEG Acquisition, mainly due to the limited period of time between the TEG Acquisition closing date and the date of these interim financial statements. Therefore, some of the financial information presented with respect to ~~help ease~~ the ~~burden~~TEG Acquisition in these interim financial statements remains subject to change.

The Company included identifiable tangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the TEG Acquisition closing date, including, among other things, a preliminary valuation performed by external consultants for this purpose. The useful life of both the wholesale fuel supply contracts and the trade name was estimated at five years.

As a result of the preliminary accounting treatment of the TEG Acquisition, the Company recorded goodwill of approximately $57.4 million, of which $55.0 million was allocated to the GPMP segment and the remainder to the retail segment, and attributable to

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the opportunities to expand into new geographic locations and add a significant amount of volume to the GPMP segment. None of the goodwill recognized is tax deductible for U.S. income tax purposes.

Acquisition-related costs amounting to approximately $0.7 million and $2.9 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the condensed consolidated statements of operations for the ~~effects~~three and six months ended June 30, 2023, respectively. No acquisition-related costs were recognized for the three and six months ended June 30, 2022.

Results of ~~reference rate reform.~~ operations for the TEG Acquisition for the period subsequent to the acquisition closing date were included in the condensed consolidated statement of operations for the three and six months ended June 30, 2023. For the period from the TEG Acquisition closing date through June 30, 2023, the Company recognized $317.1 million in revenues and $2.7 million of net loss related to the TEG Acquisition. For the three months ended June 30, 2023, the Company recognized $240.2 million in revenues and $2.7 million of net loss related to the TEG Acquisition.

WTG Fuels Holdings, LLC

On June 6, 2023, certain of the Company’s subsidiaries completed the acquisition of certain assets from WTG Fuels Holdings, LLC and certain other sellers party thereto (collectively, “WTG”) pursuant to an asset purchase agreement entered on December 6, 2022, including (i) 24 company-operated Uncle’s convenience stores located across Western Texas, and (ii) 68 proprietary GASCARD-branded cardlock sites and 43 private cardlock sites for fleet fueling operations located in Western Texas and Southeastern New Mexico (the “WTG Acquisition”).

The ~~new standard~~purchase price for the WTG Acquisition was approximately $140.0 million, plus the value of inventory at the closing.The Company paid approximately $29.9 million of the purchase price including the value of inventory and other closing adjustments, of which $19.2 million was financed with the Capital One Line of Credit (as defined in Note 4 below). Oak Street, under the Program Agreement, paid the balance of the purchase price for fee simple ownership in 33 properties. At the closing, pursuant to the Program Agreement, the Company entered into master leases with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $28.8 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $49.0 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing.

The details of the WTG Acquisition were as follows:

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	Amount
	(in thousands)
Fair value of consideration transferred:
Cash	$	10,653
GPMP Capital One Line of Credit		19,200
Payable to WTG		818
Consideration provided by Oak Street		115,041
Total consideration	$	145,712
Assets acquired and liabilities:
Cash and cash equivalents	$	60
Inventory		5,694
Other assets		149
Property and equipment, net		128,396
Intangible assets		14,800
Right-of-use assets under operating leases		1,812
Environmental receivables		4
Total assets		150,915
Other liabilities		(598	)
Environmental liabilities		(136	)
Asset retirement obligations		(2,730	)
Operating leases		(1,739	)
Total liabilities		(5,203	)
Total identifiable net assets		145,712
Goodwill	$	—

Consideration paid in cash	$	29,853
Consideration provided by Oak Street		115,041
Less: cash and cash equivalent balances acquired		(60	)
Net cash outflow	$	144,834

The initial accounting treatment of the WTG Acquisition reflected in these interim financial statements is ~~effective for all entities through December 31, 2022. The~~provisional as the Company has not ~~needed~~yet finalized the initial accounting treatment of the business combination, and, in this regard, has not finalized the valuation of some of the assets and liabilities acquired and the goodwill resulting from the WTG Acquisition, mainly due to ~~implement this optional guidance.~~the limited period of time between the WTG Acquisition closing date and the date of these interim financial statements. Therefore, some of the financial information presented with respect to the WTG Acquisition in these interim financial statements remains subject to change.

The Company included identifiable tangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the WTG Acquisition closing date, including, among other things, a preliminary valuation performed by management. The useful life of the contracts related to the third-party cardlock sites, the customer relationships related to the proprietary cardlock sites and the proprietary fuel cards, the wholesale fuel supply contracts and the trade name was each estimated at five years.

The Company’s preliminary accounting treatment of the WTG Acquisition resulted in no goodwill being recorded.

Acquisition-related costs amounting to approximately $1.8 million and $2.1 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively. No acquisition-related costs were recognized for the three and six months ended June 30, 2022.

Results of operations for the WTG Acquisition for the period subsequent to the acquisition closing date were included in the condensed consolidated statement of operations for the three and six months ended June 30, 2023. For the period from the WTG Acquisition closing date through June 30, 2023, the Company recognized $14.9 million in revenues and $0.2 million of net income related to the WTG Acquisition.

Pride Convenience Holdings, LLC

On December 6, 2022, the Company acquired all of the issued and outstanding membership interests in Pride Convenience Holdings, LLC, which operated at closing 31 convenience stores and gas stations in Connecticut and Massachusetts (the “Pride

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Acquisition”). In the second quarter of 2023, the Company updated the initial accounting treatment of the Pride Acquisition, including the valuation of some of the assets acquired, liabilities assumed and the goodwill resulting from the acquisition. As a result, the Company primarily reduced property and equipment by approximately $4.7 million, increased accounts payable and other liabilities by a net $1.0 million, and increased the deferred tax asset by approximately $1.0 million. The adjustments to the assets acquired and liabilities assumed resulted in an increase in goodwill of approximately $3.1 million, of which $0.4 million was allocated to the GPMP segment and the remainder was allocated to the retail segment attributable to the opportunities to expand into new geographic locations. These adjustments resulted in a reduction in depreciation and amortization expenses recorded, approximately $0.2 million that related to amounts recorded for the year ended December 31, 2022 and approximately $0.6 million that related to the three months ended March 31, 2023.

Impact of Acquisitions (unaudited)

The unaudited supplemental pro forma financial information presented below was prepared based on the historical information of the Company and the acquired operations and gives pro forma effect to the acquisitions using the assumption that the WTG Acquisition, the TEG Acquisition, the Pride Acquisition and the acquisition of 184 Quarles cardlock sites and 46 dealer locations on July 22, 2022 (the “Quarles Acquisition”) had occurred at the beginning of each period presented below. The unaudited supplemental pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the acquisitions or any integration costs. The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred at the beginning of each period presented below nor is it indicative of future results.


	For the Six Months Ended June 30,
	2023		2022
	(unaudited)
	(in thousands)
Total revenue	$	4,969,737	$	5,938,441
Net income		10,398		36,523

4. Debt

The components of debt were as follows:


	June 30, 2022			December 31, 2021			June 30, 2023			December 31, 2022
	(in thousands)						(in thousands)
Senior Notes	$	443,268		$	442,889		$	444,033		$	443,648
PNC term loan		32,401			32,385
M&T debt		40,969			43,392			44,380			49,023
Capital One line of credit		195,831			195,232			331,303			256,430
Insurance premium notes		2,024			3,111			3,955			2,886
Total debt, net	$	714,493		$	717,009		$	823,671		$	751,987
Less current portion		(39,391	)		(40,384	)		(13,369	)		(11,944	)
Total long-term debt, net	$	675,102		$	676,625		$	810,302		$	740,043

On May 5, 2023, GPM Petroleum LP (“GPMP”) renewed the credit agreement governing its revolving credit facility with a syndicate of banks led by Capital One, National Association, to increase the aggregate principal amount of availability thereunder from $

13500 million to $800 million (as amended, the “Capital One Line of Credit”) and extend the maturity date from July 15, 2024 to May 5, 2028. At GPMP’s request, availability under the Capital One Line of Credit can be increased up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain other terms as detailed in the Capital One Line of Credit.

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4.5. Leases

As of June 30, ~~2022,~~2023, the Company leased ~~1,129~~1,278 of the convenience stores that it operates, ~~161~~209 ~~independent~~ dealer locations, 157 cardlock locations and certain office and storage spaces, including land and buildings in certain cases. Most of the lease agreements are for

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long-term periods, ranging from 15 to 20 years, and generally include several renewal options for extension periods for five to 25 years each. Additionally, the Company leases certain store equipment, office equipment, automatic tank gauges and fuel dispensers.

The components of lease cost recorded on the condensed consolidated statements of operations were as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
	(in thousands)								(in thousands)
Finance lease cost:
Depreciation of right-of-use assets	$	3,037	$	3,410	$	6,084	$	6,727	$	2,785	$	3,037	$	5,638	$	6,084
Interest on lease liabilities		4,260		4,374		8,631		8,820		4,142		4,260		8,304		8,631
Operating lease costs included in store operating expenses		34,358		32,491		68,653		64,825		45,752		34,358		87,336		68,653
Operating lease costs included in general and administrative expenses		351		458		738		854		587		351		1,121		738
Lease cost related to variable lease payments, short-term leases and leases of low value assets		569		458		1,213		833		711		569		1,401		1,213
Right-of-use asset impairment charges		0		412		0		523
Right-of-use asset impairment charges and loss (gain) on disposals of leases										1,994		—		1,454		—
Total lease costs	$	42,575	$	41,603	$	85,319	$	82,582	$	55,971	$	42,575	$	105,254	$	85,319

Supplemental balance sheet date related to leases was as follows:


	June 30, 2023			December 31, 2022
	(in thousands)
Operating leases
Weighted average remaining lease term (in years)		14.4			14.1
Weighted average discount rate		7.8	%		7.7	%
Financing leases
Weighted average remaining lease term (in years)		23.1			23.4
Weighted average discount rate		7.2	%		7.2	%

As of June 30, 2023, maturities of lease liabilities for operating lease obligations and financing lease obligations having an initial or remaining non-cancellable lease terms in excess of one year were presented in the table below. The minimum lease payments presented below include periods where an option is reasonably certain to be exercised and do not take into consideration any future consumer price index adjustments for these agreements.


	Operating			Financing
	(in thousands)
July 2023 through June 2024	$	174,609		$	21,279
July 2024 through June 2025		176,244			21,046
July 2025 through June 2026		176,841			20,914
July 2026 through June 2027		174,535			20,772
July 2027 through June 2028		171,421			20,860
Thereafter		1,688,912			414,378
Gross lease payments	$	2,562,562		$	519,249
Less: imputed interest		(1,076,015	)		(290,462	)
Total lease liabilities	$	1,486,547		$	228,787

5.6. Financial Derivative Instruments

The Company makes limited use of derivative instruments (futures contracts) to manage certain risks related to diesel fuel prices. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. The Company currently uses derivative instruments that are traded primarily over national exchanges such as the New York Mercantile Exchange (“NYMEX”). For accounting purposes, the Company has designated its derivative contracts as fair value hedges of firm commitments.

As of June 30, 2023, the Company had fuel futures contracts in place to hedge approximately 3.2 million gallons of diesel fuel for which the Company had a firm commitment to purchase. As of June 30, 2023 and December 31, 2022, the Company had asset derivatives with fair values of approximately $0.2 million and $0.5 million, respectively, recorded in other current assets and firm

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commitments with fair values of approximately $0.2 million and $0.5 million, respectively, recorded in other current liabilities on the condensed consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, there was $0.2 million and $0.5 million, respectively, of cash collateral provided to counterparties that was classified as restricted cash on the condensed consolidated balance sheet. All cash flows associated with purchasing and selling fuel derivative instruments are classified as other operating activities, net cash flows in the condensed consolidated statements of cash flows.

7. Equity

The Company’s board of directors (the “Board”) declared and the Company paid a quarterly dividend of $~~0.02~~0.03 per share of common stock ~~which was paid~~ on March ~~29, 2022~~ ~~to stockholders of record as of~~ ~~March 15, 2022~~,21, 2023 and on June 1, 2023, totaling ~~approximately~~ $~~2.5~~3.6 million ~~and declared a~~ ~~quarterly~~ ~~dividend of $0.02~~ ~~per share of common stock, which was paid on~~ ~~June 15, 2022~~ ~~to stockholders of record as of~~ ~~May 31, 2022, totaling approximately $2.4~~ ~~million.~~each. The amount and timing of dividends payable on the common stock are within the sole discretion of the Board, which will evaluate dividend payments within the context of the Company’s overall capital allocation strategy on an ongoing basis, giving consideration to its current and forecast earnings, financial condition, cash requirements and other factors. As a result of the ~~dividend~~aggregate amount of dividends paid on the common stock through June 30, 2023, the conversion price of the Company’s Series A convertible preferred stock has been adjusted from $12.00 to $~~11.96~~11.85 per share, as were the threshold share prices in the Deferred Shares agreement (as defined in Note 8)10). The Board declared a quarterly dividend of $~~0.02~~0.03 per share of common stock, to be paid on September ~~12, 2022~~1, 2023 to stockholders of record as of August ~~29, 2022~~.15, 2023.

In February 2022, the Board authorized a share repurchase program for up to an aggregate of $50 million of outstanding shares of common ~~stock.~~stock and in May 2023, the Board increased the size of the share repurchase program to $100.0 million. The share repurchase program does not have ~~a stated~~an expiration date. In the three and six months ended June 30, ~~2022,~~2023, the Company repurchased approximately ~~3.1~~1.5 million and ~~4.5~~1.6 million shares of common stock, respectively, under the repurchase program for approximately $~~27.0~~11.2 million and $~~39.0~~11.9 million, or an average share price of $~~8.65~~7.55 and $~~8.60~~7.57, respectively.

6.8. Share-Based Compensation

The Compensation Committee of the Board has approved the grant of non-qualified stock options, restricted stock units (“RSUs”), and shares to certain employees, non-employees and members of the Board under the ARKO Corp. 2020 Incentive Compensation Plan (the “Plan”). Stock options granted under the Plan expire no later than ten years from the date of grant and the exercise price may not be less than the fair market value of the shares on the date of grant. Vesting periods are assigned to stock options and restricted share units on a grant-by-grant basis at the discretion of the Board. The Company issues new shares of common stock upon exercise of stock options and vesting of RSUs.

Additionally, a non-employee director may receive RSUs in lieu of up to 100% of his or her cash fees, which RSUs will be settled in common stock upon the director’s departure from the Board or an earlier change in control of the Company. ~~In the six months ended June 30, 2022,~~ ~~87,990~~ ~~RSUs were issued to non-employee directors with a weighted average grant date fair value of $8.81~~ ~~per share, or $0.8~~ ~~million. These awards are included in the table below under restricted stock units. As of June 30, 2022,~~ ~~177,560~~ ~~RSUs issued to non-employee directors were outstanding.~~

Stock Options

~~Table of Contents~~

The following table summarizes share activity related to stock ~~options and restricted stock units:~~options:

Stock
Options

Restricted
Stock Units

(in thousands)

Options Outstanding/Nonvested RSUs, December 31, 2021

126

1,606

Granted

771

1,902

Options Exercised/RSUs released

0

(374
)
Forfeited

0

(19
)
Options Outstanding/Nonvested RSUs, June 30, 2022

897

3,115


	Stock Options		Weighted Average Exercise Price		Weighted Average Fair Value		Remaining Average Contractual Term (Years)		Aggregate Intrinsic Value
	(in thousands)								(in thousands)
Options Outstanding, December 31, 2022		897	$	9.24				9.0	$	77
Granted		409		8.58		3.27
Options Outstanding, June 30, 2023		1,306	$	9.03				8.9	$	—

The ~~following table summarizes~~aggregate intrinsic value is the difference between the exercise price and the closing price of the Company’s common stock on June 30, 2023 and December 31, 2022.

In the six months ended June 30, 2023, 352 thousand stock options ~~granted in 2022:~~vested.

As of June 30, 2023, total unrecognized compensation cost related to unvested stock options was approximately $2.3 million, which is expected to be recognized over a weighted average period of approximately 2.0 years.

Weighted average fair value

$
2.70

Weighted average exercise price

$
9.11

Remaining average contractual term (years)

9.7

The fair value of each stock option award is estimated by management on the date of the grant using the Black-Scholes option pricing model. The following table summarizes the assumptions utilized in the valuation of the stock option awards granted in the six months ended June 30, ~~2022:~~2023:

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Expected dividend rate	~~0.9~~1.4	%
Expected stock price volatility	~~28.3~~28.8	%
Risk-free interest rate	~~1.7~~4.0	%
Expected term of options (years)	10.0

The expected stock price volatility is based on the historical volatility of the Company’s stock price plus the Company’s peer group’s stock ~~price.~~price for the period prior to the Company’s listing on Nasdaq. The volatilities are estimated for a period of time equal to the expected term of the related option. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is determined by considering the contractual terms, vesting schedule and expectations of future employee behavior. ~~All of~~

Restricted Stock Units

The following table summarizes share activity related to RSUs:


	Restricted Stock Units			Weighted Average Grant Date Fair Value
	(in thousands)
Nonvested RSUs, December 31, 2022		3,115		$	8.90
Granted		1,676			8.49
Released		(615	)		9.00
Forfeited		(37	)		9.22
Performance-based share adjustment		144			8.13
Nonvested RSUs, June 30, 2023		4,283		$	8.70

In the six months ended June 30, 2023, 110,390 RSUs were issued to non-employee directors. These awards are included in the table above under restricted stock units. There were 272,476 and 198,170 ~~stock option awards were out of the money~~RSUs issued to non-employee directors outstanding as of June 30, ~~2022.~~2023 and December 31, 2022, respectively.

The fair value of RSUs released during the six months ended June 30, 2023 was $5.3 million.

In the six months ended June 30, ~~2022, the Company granted~~ ~~693,590~~ ~~time-vested RSUs with a weighted average grant date fair value of $8.47~~ ~~per share, or $5.9~~ ~~million, and vesting over a weighted average period of~~ ~~2.9~~ ~~years.~~

~~In the six months ended June 30, 2022,~~2023, the Company granted a target of ~~1,120,354~~1,097,740 performance-based RSUs ~~with a weighted average grant date fair value of $8.35~~ ~~per share, or $9.3~~ ~~million.~~(“PSUs”). The ~~2022 performance-based RSUs~~PSUs were awarded to certain members of senior management ~~in connection with~~and provide for cliff vesting, generally at the end of a three-year period, subject to the achievement of specific key financial metrics ~~primarily~~ measured over a ~~three-year~~ ~~period and cliff vest at the end of~~ such period. The number of ~~2022 performance-based RSUs~~PSUs that will ultimately vest is contingent upon the achievement of these key financial metrics byat the end of the relevant performance period. The Company assesses the probability of achieving these metrics on a quarterly ~~basis except~~basis.

Given the Company’s strong performance in 2022, in the first quarter of 2023, the Compensation Committee of the Board approved the adjustment of the performance criteria for ~~performance-based RSUs~~2022 such that the percentage of PSUs that vest with respect to the target amount for 2022 would be 125% instead of 100% and would be applied to all PSUs granted as part of the 2021 and 2022 long-term incentives. As a result, the number of PSUs was adjusted for the probability of achieving these metrics, resulting in additional expense of $0.1 million being recorded in the first quarter of 2023, based on the fair value at the adjustment approval date. For PSUs with market ~~conditions. For these awards,~~conditions, the Company recognizes the fair value expense ratably over the performance and vesting period. ~~These awards are included in the table above in RSUs Granted.~~

~~During the six months ended~~As of June 30, ~~2022, the Company granted~~ 2023, total unrecognized compensation cost related to RSUs and PSUs was approximately $~~13,332~~23.1 ~~shares of common stock~~million, which is expected to ~~certain members of senior management, with~~be recognized over a weighted average ~~grant date fair value~~period of $approximately ~~7.58~~1.9 ~~per share, or $~~years.

~~0.1~~ ~~million, with no vesting period.~~Compensation Cost

Total compensation cost recorded collectively for employees, non-employees and members of the Board for the three and six months ended June 30, 2023 and 2022 ~~and 2021~~ was $4.6 million, $3.1 million, $~~1.5~~ ~~million, $5.9~~8.6 million and $~~2.5~~5.9 million, respectively, and included in general and administrative expenses on the condensed consolidated statements of operations. ~~As of June 30, 2022 and December 31, 2021, total unrecognized compensation cost related to unvested shares, stock options and RSUs granted was approximately $23.7~~ ~~million and $11.6~~ ~~million, respectively.~~

7.9. Earnings per Share

The following table sets forth the computation of basic and diluted net income per share of common stock:

1519

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	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
	(in thousands)								(in thousands)
Net income available to common stockholders	$	30,320	$	24,085	$	31,141	$	7,947	$	12,997	$	30,320	$	8,999	$	31,141
Dividends on redeemable preferred stock		1,434		1,434		0		0		—		1,434		—		—
Net income available to common stockholders after assumed conversions	$	31,754	$	25,519	$	31,141	$	7,947	$	12,997	$	31,754	$	8,999	$	31,141

Weighted average common shares outstanding — Basic		121,529		124,428		122,909		124,395		119,893		121,529		120,073		122,909
Effect of dilutive securities:
Restricted share units		668		252		336		138		1,387		668		694		336
Ares warrants		0		19		0		10
Redeemable preferred stock		8,361		8,333		0		0		—		8,361		—		—
Weighted average common shares outstanding — Diluted		130,558		133,032		123,245		124,543		121,280		130,558		120,767		123,245
Net income per share available to common stockholders — Basic	$	0.25	$	0.19	$	0.25	$	0.06	$	0.11	$	0.25	$	0.07	$	0.25
Net income per share available to common stockholders — Diluted	$	0.24	$	0.19	$	0.25	$	0.06	$	0.11	$	0.24	$	0.07	$	0.25

The following potential shares of common stock have been excluded from the computation of diluted net income per share because their effect would have been antidilutive:


	As of June 30,				As of June 30,
	2022		2021		2023		2022
	(in thousands)				(in thousands)
Stock options		897		126		1,306		897
Ares warrants		1,100		0		1,100		1,100
Public and Private warrants		17,333		17,333		17,333		17,333
Series A redeemable preferred stock						8,439		—
Ares Put Option	*		*		*		*

* Refer to the description of this instrument in Note 8.10.

The effect of the potential shares of common stock issuable upon conversion of the redeemable preferred stock was antidilutive for the three months ended June 30, 2023 and the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, and such shares were excluded from the computation of diluted net income per share.

8.10. Fair Value Measurements and Financial Instruments

The fair value of cash and cash equivalents, restricted cash, ~~and~~short-term investments, trade receivables, accounts payable and other current liabilities approximated their carrying values as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 primarily due to the short-term maturity of these instruments. On October 21, 2021, the Company completed a private offering of $450 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”). Based on market trades of the Senior Notes close to June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $~~345~~367.0 million and $~~436~~354.7 million, respectively, compared to a gross carrying value of $450 million at June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. The fair value of the other long-term debt approximated their carrying values as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of fuel futures contracts was determined using NYMEX quoted values.

The contingent consideration from the acquisition of the business of Empire ~~business~~Petroleum Partners, LLC is measured at fair value at the end of each reporting period and amounted to $~~5.3~~2.2 million and $~~6.2~~3.7 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The fair value methodology for the contingent consideration liability is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. Approximately $~~0.5~~0.1 million, $(~~0.2~~0.5) million, $~~0.4~~0.2 million and $(0.4) million were recorded as a~~component~~components of interest and other financial ~~income (expenses)~~expenses (income) in the condensed consolidated statements of operations for the change in the fair value of the contingent consideration for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and approximately $0.9 million, $0.5 million, $1.6 million and $0.5 million of income ~~was~~

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were recorded as ~~a component~~components of other expenses, net in the condensed consolidated statements of operations for ~~both~~ the three and six months ended June 30, ~~2022.~~2023 and 2022, respectively.

The public warrants to purchase the Company’s common stock (the “Public Warrants”), of which approximately ~~14.7~~14.8 million were outstanding as of June 30, ~~2022,~~2023, are measured at fair value at the end of each reporting period and amounted to $~~20.9~~22.1 million and

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$~~23.6~~25.9 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $0, $7.1 million, $~~0.8~~3.8 million and $5.2 ~~million and $(8.4~~) million were recorded as ~~a component~~components of interest and other financial income ~~(expenses)~~ in the condensed consolidated statements of operations for the change in the fair value of the Public Warrants for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The private warrants to purchase the Company’s common stock (the “Private Warrants”), of which approximately ~~2.6~~2.5 million were outstanding as of June 30, ~~2022,~~2023, are measured at fair value at the end of each reporting period and amounted to $~~3.9~~3.4 million and $~~7.2~~4.5 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The fair value methodology for the Private Warrants is categorized as Level 2 because certain inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model with the following material assumptions based on observable and unobservable inputs:


	June 30, 2022			June 30, 2023
Expected term (in years)	3.5				2.5
Expected dividend rate		1.0	%		1.5	%
Volatility		38.2	%		44.5	%
Risk-free interest rate		3.0	%		4.7	%
Strike price	$	11.50		$	11.50

For the change in the fair value of the Private Warrants, approximately $0.1 million, $1.2 million, $~~1.4~~1.1 million and $0.9 million ~~and $(1.4) million~~ were recorded as ~~a component~~components of interest and other financial income ~~(expenses)~~ in the condensed consolidated statements of operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The Haymaker Founders (as defined in Note 17 to the annual financial statements) will be entitled to up to 200 thousand shares of common stock to be issued subject to the number of incremental shares of common stock issued to the holders of the Series A redeemable preferred stock not being higher than certain thresholds (the “Deferred Shares”). The Deferred Shares are measured at fair value at the end of each reporting period and amounted to $~~1.4~~1.3 million and $~~1.6~~1.4 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The fair value methodology for the Deferred Shares is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Deferred Shares have been recorded at fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:


	June 30, 2022			June 30, 2023
Expected term (in years)	4.9				3.9
Volatility		40.2	%		36.2	%
Risk-free interest rate		3.0	%		4.3	%
Stock price	$	8.16		$	7.95

Approximately $~~0.2~~0.1 million, $0.2 million, $~~0.2~~0.1 million and $00.2 million were recorded as ~~a component~~components of interest and other financial income in the condensed consolidated statements of operations for the change in the fair value of the Deferred Shares for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The Company entered into an agreement with Ares Capital Corporation (“Ares”) and certain of its affiliates (the “Ares Put Option”), which ~~generally guarantees~~guaranteed Ares a value of approximately $27.3 million (including all dividend payments received by Ares) at the end of February 2023 for the shares of common stock that the Company issued in consideration for its acquisition in December 2020 of equity in ~~GPM.~~GPM (the “Ares Shares”). The Company and Ares agreed that in lieu of the Company issuing to Ares additional shares of common stock in accordance with the Ares Put Option or purchasing the Ares Shares, Ares would retain the Ares Shares, and the Company would pay approximately $9.8 million in cash to Ares in full satisfaction of the Company’s obligations related to the Ares

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Put Option. This payment was made on April 14, 2023 and the Ares Put Option agreement was terminated. The Ares Put Option iswas measured at fair value at the end of each reporting period and amounted to $~~9.4~~8.6 million as of December 31, 2022.

Approximately $0, $1.6 million, $1.2 million and $~~8.9~~ million as of June 30, 2022 and December 31, 2021, respectively. The fair value methodology for the Ares Put Option is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. ~~The Ares Put Option has been recorded at its fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:~~

June 30,
2022

Expected term (in years)

0.7

Volatility

33.5
%
Risk-free interest rate

2.6
%
Strike price

$
12.895

~~Table of Contents~~

~~Approximately $(1.6) million, $(0.9) million, $(~~0.5~~) million and $0.3~~ million were recorded as ~~a component~~components of interest and other financial ~~income (expenses)~~expenses in the condensed consolidated statements of operations for the change in the fair value of the Ares Put Option for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

9.11. Segment Reporting

The reportable segments were determined based on information reviewed by the chief operating decision maker for operational decision-making purposes and the segment information is prepared on the same basis that ~~our~~the Company’s chief operating decision maker reviews such financial information. The Company’s ~~reporting~~reportable segments are ~~the~~ retail, ~~segment, the~~ wholesale, ~~segment~~fleet fueling and ~~the GPMP segment.~~GPMP. The Company defines segment earnings as operating income.

The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At its Company operated convenience stores, the Company owns the merchandise and fuel inventory and employs personnel to manage the store.

The wholesale segment supplies fuel to ~~independent~~ dealers, sub-wholesalers and bulk and spot purchasers, on either a cost plus or consignment basis. For consignment arrangements, the Company retains ownership of the fuel inventory at the site, is responsible for the pricing of the fuel to the end consumer, and shares the gross profit with the ~~independent~~ dealers.

The fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites.

The GPMP segment includes ~~GPM Petroleum LP (“GPMP”)~~GPMP and primarily includes ~~the~~its sale and supply of fuel to GPM and its subsidiaries related to substantially all of its sites that sell fuel ~~(both~~ in the retail and wholesale ~~segments)~~segments, at GPMP’s cost of fuel (including taxes and transportation) plus a fixed margin (currently 5.0 cents per gallon), and charges a fixed fee to sites in the ~~supply of~~fleet fueling segment and certain Company sites which are not supplied by GPMP (currently 5.0 cents per gallon sold). GPMP also supplies fuel to a small number of ~~independent~~ dealers and bulk and spot purchasers.

The “All Other” segment includes the results of non-reportable segments which do not meet both quantitative and qualitive criteria as defined under ASC 280, Segment Reporting. The Company revised the composition of the “All Other” segment in the third quarter of 2022 in conjunction with the closing of the Quarles Acquisition.

The majority of general and administrative expenses, depreciation and amortization, net other expenses, net interest and other financial expenses, income taxes and minor other income items including intercompany operating leases are not allocated to the segments.

With the exception of goodwill, assets and liabilities relevant to the reportable segments are not assigned to any particular segment, but rather, managed at the consolidated level. All reportable segment revenues were generated from sites within the ~~United States~~U.S. and substantially all of the Company’s assets were within the ~~United States.~~U.S.

Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and substantially all of its ~~subsidiaries~~sites that sell fuel (both in the retail and wholesale segments). and charges by GPMP to sites that sell fuel in the fleet fueling segment. The effect of these inter-segment transactions was eliminated in the condensed consolidated financial statements.

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	Retail		Wholesale		GPMP			All Other			Total				Retail		Wholesale		Fleet Fueling		GPMP			All Other			Total
For the Three Months Ended June 30, 2022	(in thousands)
For the Three Months Ended June 30, 2023														For the Three Months Ended June 30, 2023	(in thousands)
Revenues
Fuel revenue	$	1,117,849	$	966,434	$	1,571		$	0		$	2,085,854			$	1,015,365	$	811,139	$	121,146	$	1,057		$	8,393		$	1,957,100
Merchandise revenue		431,751		—		0			0			431,751				484,561		—		—		—			—			484,561
Other revenues, net		16,667		5,733		258			0			22,658				18,997		6,110		1,676		277			420			27,480
Total revenues from external customers		1,566,267		972,167		1,829			0			2,540,263				1,518,923		817,249		122,822		1,334			8,813			2,469,141
Inter-segment		0		0		1,738,243			302			1,738,545				—		—		—		1,366,786			4,545			1,371,331
Total revenues from reportable segments		1,566,267		972,167		1,740,072			302			4,278,808				1,518,923		817,249		122,822		1,368,120			13,358			3,840,472
Operating income		71,847		9,786		21,799			302			103,734				77,857		6,767		9,344		27,008			138			121,114
Interest and financial expenses, net						(1,819	)		0			(1,819	)									(6,840	)		—			(6,840	)
Income from equity investment									28			28
Loss from equity investment																									(27	)		(27	)
Net income from reportable segments											$	101,943		Net income from reportable segments													$	114,247

For the Three Months Ended June 30, 2021
Revenues
Fuel revenue	$	768,716	$	690,521	$	1,526		$	0		$	1,460,763
Merchandise revenue		426,365		0		0			0			426,365
Other revenues, net		17,252		5,212		264			0			22,728
Total revenues from external customers		1,212,333		695,733		1,790			0			1,909,856
Inter-segment		0		0		1,092,926			317			1,093,243
Total revenues from reportable segments		1,212,333		695,733		1,094,716			317			3,003,099
Operating income		71,215		5,992		23,610			317			101,134
Interest and financial expenses, net						(3,859	)		0			(3,859	)
Income tax expense									(55	)		(55	)
Income from equity investment									26			26
Net income from reportable segments											$	97,246

Retail

Wholesale

GPMP

All Other

Total

For the Six Months Ended June 30, 2022

(in thousands)

Revenues

Fuel revenue

$
1,972,516

$
1,694,131

$
2,733

$
0

$
3,669,380

Merchandise revenue

798,736

0

0

0

798,736

Other revenues, net

32,991

11,455

512

0

44,958

Total revenues from external customers

2,804,243

1,705,586

3,245

0

4,513,074

Inter-segment

0

0

3,013,964

604

3,014,568

Total revenues from reportable segments

2,804,243

1,705,586

3,017,209

604

7,527,642

Operating income

117,526

17,199

42,406

604

177,735

Interest and financial expenses, net

(4,264
)

0

(4,264
)
Income tax benefit

177

177

Income from equity investment

37

37

Net income from reportable segments

$
173,685

For the Six Months Ended June 30, 2021

Revenues

Fuel revenue

$
1,345,020

$
1,216,009

$
2,681

$
0

$
2,563,710

Merchandise revenue

785,646

0

0

0

785,646

Other revenues, net

34,229

10,151

519

0

44,899

Total revenues from external customers

2,164,895

1,226,160

3,200

0

3,394,255

Inter-segment

0

0

1,912,393

634

1,913,027

Total revenues from reportable segments

2,164,895

1,226,160

1,915,593

634

5,307,282

Operating income

111,562

8,300

43,733

634

164,229

Interest and financial expenses, net

(7,700
)

—

(7,700
)
Income tax expense

(111
)

(111
)
Income from equity investment

20

20

Net income from reportable segments

$
156,438


	Retail		Wholesale		GPMP			All Other		Total
For the Three Months Ended June 30, 2022	(in thousands)
Revenues
Fuel revenue	$	1,117,849	$	966,434	$	1,571		$	—	$	2,085,854
Merchandise revenue		431,751		—		—			—		431,751
Other revenues, net		16,667		5,733		258			—		22,658
Total revenues from external customers		1,566,267		972,167		1,829			—		2,540,263
Inter-segment		—		—		1,738,243			302		1,738,545
Total revenues from reportable segments		1,566,267		972,167		1,740,072			302		4,278,808
Operating income		71,847		9,786		21,799			302		103,734
Interest and financial expenses, net						(1,819	)		—		(1,819	)
Income from equity investment									28		28
Net income from reportable segments										$	101,943


	Retail		Wholesale		Fleet Fueling		GPMP			All Other			Total
For the Six Months Ended June 30, 2023	(in thousands)
Revenues
Fuel revenue	$	1,858,838	$	1,495,987	$	248,640	$	1,798		$	13,501		$	3,618,764
Merchandise revenue		884,849		—		—		—			—			884,849
Other revenues, net		37,552		12,601		2,627		447			677			53,904
Total revenues from external customers		2,781,239		1,508,588		251,267		2,245			14,178			4,557,517
Inter-segment		—		—		—		2,509,408			7,603			2,517,011
Total revenues from reportable segments		2,781,239		1,508,588		251,267		2,511,653			21,781			7,074,528
Operating income		119,488		14,317		17,768		49,630			462			201,665
Interest and financial expenses, net								(12,090	)		—			(12,090	)
Loss from equity investment											(63	)		(63	)
Net income from reportable segments													$	189,512

1923

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	Retail		Wholesale		GPMP			All Other		Total
For the Six Months Ended June 30, 2022	(in thousands)
Revenues
Fuel revenue	$	1,972,516	$	1,694,131	$	2,733		$	—	$	3,669,380
Merchandise revenue		798,736		—		—			—		798,736
Other revenues, net		32,991		11,455		512			—		44,958
Total revenues from external customers		2,804,243		1,705,586		3,245			—		4,513,074
Inter-segment		—		—		3,013,964			604		3,014,568
Total revenues from reportable segments		2,804,243		1,705,586		3,017,209			604		7,527,642
Operating income		117,526		17,199		42,406			604		177,735
Interest and financial expenses, net						(4,264	)		—		(4,264	)
Income tax benefit									177		177
Income from equity investment									37		37
Net income from reportable segments										$	173,685

A reconciliation of total revenues from reportable segments to total revenues on the condensed consolidated statements of operations was as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
	(in thousands)												(in thousands)
Total revenues from reportable segments	$	4,278,808		$	3,003,099		$	7,527,642		$	5,307,282		$	3,840,472		$	4,278,808		$	7,074,528		$	7,527,642
Other revenues, net		0			(42	)		0			(85	)
Elimination of inter-segment revenues		(1,738,545	)		(1,093,243	)		(3,014,568	)		(1,913,027	)		(1,371,331	)		(1,738,545	)		(2,517,011	)		(3,014,568	)
Total revenues	$	2,540,263		$	1,909,814		$	4,513,074		$	3,394,170		$	2,469,141		$	2,540,263		$	4,557,517		$	4,513,074

A reconciliation of net income from reportable segments to net income on the condensed consolidated statements of operations was as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
	(in thousands)												(in thousands)
Net income from reportable segments	$	101,943		$	97,246		$	173,685		$	156,438		$	114,247		$	101,943		$	189,512		$	173,685
Amounts not allocated to segments:
Other revenues, net		0			(42	)		0			(85	)
Store operating expenses		747			675			1,331			1,252			(3,604	)		747			(6,281	)		1,331
General and administrative expenses		(32,197	)		(31,068	)		(63,276	)		(57,070	)		(41,879	)		(32,197	)		(81,523	)		(63,276	)
Depreciation and amortization		(22,511	)		(23,431	)		(45,305	)		(45,830	)		(30,995	)		(22,511	)		(57,552	)		(45,305	)
Other expenses, net		(1,197	)		(1,195	)		(2,318	)		(2,867	)		(4,956	)		(1,197	)		(7,676	)		(2,318	)
Interest and other financial expenses, net		(5,822	)		(8,455	)		(19,654	)		(33,548	)		(13,320	)		(5,822	)		(21,672	)		(19,654	)
Income tax expense		(9,157	)		(8,157	)		(10,339	)		(7,379	)		(5,014	)		(9,157	)		(2,856	)		(10,339	)
Net income	$	31,806		$	25,573		$	34,124		$	10,911		$	14,479		$	31,806		$	11,952		$	34,124

~~10.~~12. Commitments and Contingencies

Environmental Liabilities and Contingencies

The Company is subject to certain federal and state environmental laws and regulations associated with sites at which it stores and sells fuel and other fuel products, as well as at owned and leased locations leased or subleased to ~~independent~~ dealers. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, environmental obligations totaled $~~12.6~~14.5 million and $~~12.9~~12.1 million, respectively. These amounts were recorded as other current and non-current liabilities in the condensed consolidated balance sheets. Environmental reserves have been established on an undiscounted basis based upon internal and external estimates in regard to each site. It is reasonably possible that these amounts will be adjusted in the future due to changes in estimates of environmental remediation costs, the timing of the payments or changes in federal and/or state environmental regulations.

The Company maintains certain environmental insurance policies and participates in various state underground storage tank funds that entitle it to be reimbursed for environmental loss mitigation. Estimated amounts that will be recovered from its insurance

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policies and various state funds for the exposures totaled $~~5.1~~7.8 million and $4.9 million as of ~~both~~ June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, and were recorded as other current and non-current assets in the condensed consolidated balance sheets.

~~Purchase Commitments~~

In the ordinary course of business, the Company has entered into various purchase agreements related to its fuel supply, which include varying volume commitments. In light of the reduction in the number of gallons sold in the current environment, certain of the Company’s principal fuel suppliers have waived the requirements under their agreements with the Company to purchase minimum quantities of gallons, including such requirements under the incentive agreements from such suppliers. As of June 30, 2022, the reduction in gallons sold did not affect the Company’s compliance with its commitments under the agreements with its principal suppliers.

Asset Retirement ~~Obligations~~Obligation

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As part of the fuel operations at its operated convenience stores, at most of the other owned and leased locations leased to ~~independent~~ dealers, ~~and~~ certain other ~~independent~~ dealer locations and proprietary cardlock locations, there are aboveground and underground storage tanks for which the Company is responsible. The future cost to remove ~~an underground~~a storage tank is recognized over the estimated remaining useful life of the ~~underground~~ storage tank or the termination of the applicable lease. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time ~~an underground~~a storage tank is installed. The estimated liability is based upon historical experience in removing ~~underground~~ storage tanks, estimated tank useful lives, external estimates as to the cost to remove the tanks in the future and current and anticipated federal and state regulatory requirements governing the removal of tanks, and discounted. The Company has recorded an asset retirement obligation of $~~59.0~~80.4 million and $~~58.4~~65.3 million at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The current portion of the asset retirement obligation is included in other current liabilities in the condensed consolidated balance sheets.

Program Agreement

~~In April 2022,~~On May 2, 2023, GPM, together with ~~an affiliate of~~ Oak Street, ~~Real Estate Capital Net Lease Property Fund, LP (“Oak Street”),~~ entered into ana third amendment to the ~~standby real estate purchase, designation and lease program agreement (the “Program Agreement”),~~Program Agreement, which, among other things, (i) extended the term of the Program Agreement ~~from one to two years~~ and the exclusivity period thereunder through September 30, 2024 and (ii) provides for up to $~~1.15~~1.5 billion of capacity ~~for the acquisition of convenience store and gas station real property by Oak Street, subject to the conditions contained in~~under the Program Agreement ~~during~~from the ~~second year~~date of the ~~term, in addition to~~third amendment through September 30, 2024, not including the ~~approximately $130~~ ~~million of~~ funding ~~utilized in July 2022 as described in Note 12, which is inclusive of purchase agreements that~~for the Company or an affiliate thereof may from time to time enter into to acquire convenience stores and gas station real property from third parties. The term of the Program Agreement, as amended, extends through May 2, 2023.WTG Acquisition.

Legal Matters

The Company is a party to various legal actions, as both plaintiff and defendant, in the ordinary course of business. The Company’s management believes, based on estimations with support from legal counsel for these matters, that these legal actions are routine in nature and incidental to the operation of the Company’s business and that it is not reasonably possible that the ultimate resolution of these matters will have a material adverse impact on the Company’s business, financial condition, results of operations and cash flows.

~~11.~~13. Related Party Transactions

There have been no material changes to the description of related party transactions as set forth in the annual financial statements.

~~12. Subsequent Events~~

~~Quarles Acquisition~~

On ~~July 22, 2022, the Company consummated its acquisition (the “Quarles Acquisition”) from Quarles Petroleum, Incorporated (“Quarles”) of certain assets, including:~~

•

~~121~~ ~~proprietary Quarles-branded cardlock sites and management of~~ 63 ~~third party cardlock sites for fleet fueling operations;~~

•

~~46 independent dealer locations, including certain lessee-dealer sites; and~~

•

~~a small transportation fleet.~~

~~The total consideration for the Quarles Acquisition as set forth in the purchase agreement was approximately $170~~ ~~million plus the value of inventory on the closing date. The Company financed approximately $~~40 ~~million of the purchase price with the Capital One line of credit and Oak Street, under the Program Agreement, paid the remaining approximately $130~~ ~~million of consideration for fee simple ownership in~~ 39 sites. At the closing, pursuant to the Program Agreement, the Company amended one of its master leases with Oak Street to add the sites Oak Street acquired in the transaction under customary lease terms.

The Quarles Acquisition added fleet fueling to the Company’s business, which includes operation of propriety cardlock locations, management of third-party fueling sites, and marketing of fuel cards with access to a nationwide network of fueling sites. The foregoing will be included as the Company’s fourth reportable segment.

~~Internal Entity Realignment and Streamlining~~

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In the third quarter of 2022, the Company, in order to streamline business operations and provide long term synergies and other cost savings, approved an internal restructuring of certain direct and indirect subsidiaries. The internal restructuring involves a series of steps, the majority of which are expected to be completed by the end of the third quarter of 2022. As part of the internal restructuring plan, the tax status of certain subsidiaries will change from nontaxable to taxable. Accordingly, the recognition and derecognition of certain deferred taxes will be reflected in the continuing operations at the date the change in tax status occurs. The Company expects to record a one-time non-cash tax expense in the amount of approximately $~~8.5~~ million in connection with the internal restructuring. The recording of this deferred tax expense will align the Company’s deferred tax assets and liabilities to reflect the temporary differences between the financial statement and tax basis of the Company’s assets and liabilities at the time of the change in status.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read this discussion together with the unaudited Condensed Consolidated Financial Statements, related notes, and other financial information included elsewhere in this Quarterly Report on Form 10-Q together with our audited consolidated financial statements, related notes, and other information contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the “Form 10-K”). The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors,” in Part I, Item 1A of the Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q and as described from time to time in our other filings with the Securities and Exchange Commission. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Overview

ARKO Corp. was incorporated under the laws of Delaware on August 26, 2020. Our shares of common stock, $0.0001 par value per share (“common stock”), and publicly-traded warrants are listed on the Nasdaq Stock Market (“Nasdaq”). and trade under the symbols “ARKO” and “ARKOW,” respectively. GPM Investments, LLC, a Delaware limited liability company, which we refer to as GPM, is our operating entity and our indirect wholly owned subsidiary.

Based in Richmond, VA, we are a leading independent convenience store operator and, as of June 30, ~~2022,~~2023, we were the sixth largest convenience store chain in the United States (“U.S.”) ranked by store count, operating ~~1,388~~1,547 retail convenience stores. As of June 30, ~~2022,~~2023, we operated the stores under 19more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Town Star, Uncle’s, Village Pantry® and Young’s. As of June 30, ~~2022,~~2023, we also supplied fuel to ~~1,620 independent dealers.~~1,824 dealers and operated 293 cardlock locations (unstaffed fueling locations). We are well diversified geographically and as of June 30, ~~2022,~~2023, operated ~~across 33~~in more than 30 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern ~~United States.~~U.S.

WeOur primary business is the operation of convenience stores. As such, we derive a significant portion of our revenue from the retail sale of fuel and the products offered in our stores, ~~as well as the wholesale distribution~~resulting in our retail stores generating a large proportion of ~~fuel.~~our profitability. Our retail stores offer a wide array of cold and hot foodservice, beverages, cigarettes and other tobacco products, candy, salty snacks, grocery, beer and general merchandise. We have foodservice offerings at ~~over 400~~approximately 1,260 company-operated stores. The foodservice category includes hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We are currently expanding our partnership with Sbarro, the Original New York Pizza, and anticipate adding 50 new locations in 2022. We offer a value food menu consisting of items such as hot dogs and chicken sandwiches. In addition, at our stores, we operate ~~over 90~~approximately 150 branded quick service restaurants consisting of major national brands. We have 18 new Sbarro, the Original New York Pizza, locations and are currently working on additional new food offerings of this kind. Additionally, we provide a number of traditional convenience store services that generate additional income, including lottery, prepaid products, gift cards, money orders, ATMs, gaming, and other ancillary product and service offerings. We also generate revenues from car washes at approximately 90 of our locations. Our high value fas REWARDS® loyalty program with approximately 1.48 million currently enrolled members is available in the majority of our stores and offers exclusive savings on merchandise and gas to our customers. In the first quarter of 2023, we launched our new fas REWARDS app, which offers enrolled loyalty members a variety of new features, including exclusive in-app member only HOT deals not available in stores, order and delivery, age verified offers on tobacco and alcohol, and a store locator with current gas prices at GPM stores close to members. We believe that these features contributed significantly to the approximately 10.5% increase in our enrolled marketable membership since the end of the first quarter of 2023.

We also derive revenue from the wholesale distribution of fuel and the sale of fuel at cardlock locations, and we earn commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. We believe these revenues result in stable, ratable cash flows which can quickly be deployed to pursue accretive acquisitions and investments in our retail stores. Additionally, these locations contribute to our overall size, which leads to economies of scale with our fuel and merchandise vendors.

Our reportable segments ~~as of June 30, 2022~~ are described below.

Retail Segment

The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At our convenience stores, we own the merchandise and fuel inventory and employ personnel to manage the store.

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Wholesale Segment

The wholesale segment supplies fuel to ~~independent~~ dealers, on either a cost plus or consignment basis. For consignment arrangements, we retain ownership of the fuel inventory at the site, are responsible for the pricing of the fuel to the end consumer and share a portion of the gross profit earned from the sale of fuel by the consignment dealers. For cost plus arrangements, we sell fuel to ~~independent~~ dealers and bulk and spot purchasers on a fixed-fee basis. The sales price to the ~~independent~~ dealer is determined according to the terms of the relevant agreement with the ~~independent~~ dealer, which typically reflects our total fuel costs plus the cost of transportation and a margin, with us generally retaining the prompt pay discounts ~~rebates~~ and rebates.

Fleet Fueling Segment

The fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and issuance of proprietary fuel cards that provide customers access to a ~~margin.~~nationwide network of fueling sites.

GPMP Segment

The GPMP segment includes the operations of GPM Petroleum LP, referred to as GPMP, which primarily sells and supplies fuel to GPM and substantially all of its ~~fuel-selling~~ subsidiaries ~~(both~~that sell fuel in the retail and wholesale ~~segments)~~segments at GPMP’s cost of fuel (including taxes and transportation) plus a fixed ~~margin.~~

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~~The Quarles Acquisition (as defined below), which closed on July 22, 2022, added~~margin and a fixed fee charged to sites in the fleet fueling ~~to our business,~~segment and certain Company sites which includes the operation of propriety cardlock locations, management of third-party fueling sites, and marketing of fuel cards with access to a nationwide network of fueling sites. Fleet fueling will be a fourth reportable segment from the date of closing of the Quarles Acquisition.are not supplied by GPMP.

Trends Impacting Our Business

We have achieved strong store growth over the last ~~several years,~~decade, primarily by implementing a highly successful acquisition strategy. From 2013 through June 30, 2023, we completed 24 acquisitions. On June 6, 2023, we completed our acquisition from WTG Fuels Holdings, LLC of 24 company-operated Uncle’s convenience stores located across Western Texas, 68 proprietary GASCARD-branded cardlock sites and 43 private cardlock sites for fleet fueling operations located in Western Texas and Southeastern New Mexico (the “WTG Acquisition”). On March 1, 2023, we completed our acquisition from Transit Energy Group, LLC of 135 Company-operated convenience stores and gas stations, 181 dealer locations, a commercial, government, and industrial business, and certain distribution and transportation assets (the “TEG Acquisition” and, together with the WTG Acquisition, the “2023 Acquisitions”). For additional information regarding the 2023 Acquisitions, please see Note 3 to our condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q. In December 2022, we completed ~~20 acquisitions. As a result,~~ our acquisition of Pride Convenience Holdings, LLC, which operated at closing, 31 Pride retail convenience stores and had one store under construction at closing which is now opened (the “Pride Acquisition”), and in July 2022, we completed our acquisition of certain assets from Quarles Petroleum, Incorporated (the “Quarles Acquisition”), which included 121 proprietary Quarles-branded cardlock sites and 63 third-party cardlock sites for fleet fueling operations, and 46 dealer locations (collectively, the “2022 Acquisitions”). Our store count has grown from 320 sites in 2011 to ~~3,008~~3,664 sites as of June 30, ~~2022,~~2023, of which ~~1,388~~1,547 were operated as retail convenience stores, ~~and 1,620~~1,824 were locations at which we supplied fuel to ~~independent dealers.~~dealers and 293 were cardlock locations. These strategic acquisitions have had, and we expect will continue to have, a significant impact on our reported results and can make period to period comparisons of results difficult. In November 2021, we completed our acquisition of 36 Handy Mart retail convenience stores, and in May 2021, we completed our acquisition of 60 ExpressStop retail convenience stores (collectively, the “2021 Acquisitions”). With our achievement of significant size and scale, we have enhanced our focus on organic growth, including implementing company-wide marketing and merchandising initiatives, which we believe will result in significant value accretion to ~~all the assets we have acquired. In the third quarter of 2022, we completed~~ our acquisition of 121 proprietary Quarles-branded cardlock sites and management of 63 third party cardlock sites for fleet fueling operations, 46 independent dealer locations and a small transportation fleet (the “Quarles Acquisition”), which comprises a complementary business from which we believe we can grow and expand the Company’s fleet fueling platform. (See Note 12 to our condensed consolidated financial statements contained in this Quarterly report on Form 10-Q.)acquired assets.

The following table provides a history of our acquisitions, site conversions and site closings for the periods noted, for the retail, wholesale and ~~wholesale~~fleet fueling segments:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
Retail Segment	2022			2021			2022			2021			2023			2022			2023			2022
Number of sites at beginning of period		1,396			1,324			1,406			1,330			1,531			1,396			1,404			1,406
Acquired sites		—			61			—			61			24			—			159			—
Newly opened or reopened sites		—			1			—			1			2			—			3			—
Company-controlled sites converted to consignment locations or fuel supply locations, net		(1	)		(3	)		(7	)		(3	)
Company-controlled sites converted to consignment or fuel supply locations, net														(6	)		(1	)		(11	)		(7	)
Closed, relocated or divested sites		(7	)		(2	)		(11	)		(8	)		(4	)		(7	)		(8	)		(11	)
Number of sites at end of period		1,388			1,381			1,388			1,381			1,547			1,388			1,547			1,388

For the Three Months
Ended June 30,

For the Six Months
Ended June 30,

Wholesale Segment 1

2022

2021

2022

2021

Number of sites at beginning of period

1,625

1,597

1,628

1,597

Newly opened or reopened sites 2

21

20

40

34

Consignment or fuel supply locations
converted from Company-controlled sites, net

1

3

7

3

Closed, relocated or divested sites

(27
)

(10
)

(55
)

(24
)
Number of sites at end of period

1,620

1,610

1,620

1,610

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	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Wholesale Segment 1	2023			2022			2023			2022
Number of sites at beginning of period 2		1,841			1,625			1,674			1,628
Acquired sites 2		9			—			190			—
Newly opened or reopened sites 3		17			21			24			40
Consignment or fuel supply locations converted from Company-controlled sites, net		6			1			11			7
Closed, relocated or divested sites		(49	)		(27	)		(75	)		(55	)
Number of sites at end of period		1,824			1,620			1,824			1,620

1 Excludes bulk and spot purchasers.

2 As part of our review of the initial accounting for the TEG Acquisition, we have adjusted the number of sites acquired in the first quarter of 2023 to exclude 11 spot purchasers acquired, consistent with our historical methodology. There was no impact on our previously reported gallons sold or financial results.

3 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

~~There has been an ongoing trend in~~


	For the Three and Six Months Ended June 30,
Fleet Fueling Segment	2023
Number of sites at beginning of period		183
Acquired sites		111
Closed, relocated or divested sites		(1	)
Number of sites at end of period		293

In recent years, the convenience store industry has focused on increasing and improving in-store foodservice offerings, including fresh foods, quick service restaurants or proprietary food offerings. We believe consumers may be more likely to patronize convenience stores that include such new and improved food offerings, which may also lead to increased inside merchandise sales or fuel sales for such stores. ~~Although our food and beverage sales have been negatively impacted during the COVID-19 pandemic, we believe this trend will reverse when the effects of the pandemic subside.~~ Our current foodservice offering, which varies by store, primarily consists of hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We have historically relied upon a limited number of franchised quick service restaurants and in-store delis to drive customer traffic rather than other types of foodservice offerings. As a result, we believe that our under-penetration of foodservice presents an opportunity to expand foodservice offerings and margin in response to changing consumer behavior. In addition, we believe that continued investment in new technology platforms and applications to adapt to evolving consumer eating preferences, including contactless checkout, order ahead service, and delivery, will further drive growth in profitability.

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Our results of operation are significantly impacted by the retail fuel margins we ~~receive~~earn on gallons sold. While we expect our same store fuel sales volumes to remain stable over time, even though they have been negatively impacted by COVID-19, and the fuel margins we realize on those sales to remain stable, theseThese fuel margins can change rapidly as they are influenced by many factors including: the price of refined products; interruptions in supply caused by severe weather; supply chain disruptions; refinery mechanical failures; and competition in the local markets in which we operate.

The cost of our main products, gasoline and diesel fuel, is greatly impacted by the wholesale cost of fuel in the United States. We attempt to pass wholesale fuel cost changes through to our customers through retail price changes; however, we are not always able to do so. ~~The~~Competitive conditions primarily affect the timing of any related increase or decrease in retail ~~prices is affected primarily by competitive conditions.~~prices. As a result, we tend to experience lower fuel margins when the cost of fuel is increasing gradually over a longer period and higher fuel margins when the cost of fuel is declining or more volatile over a shorter period of time. For the ~~six months ended June 30, 2022 and the~~ year ended December 31, ~~2021,~~2022, we experienced historically high fuel margins as a result of the volatile ~~price of~~market for gasoline and diesel fuel. In particular, in the first quarter of 2022, the war in Ukraine significantly affected market conditions and resulted in substantially higher fuel margins. Depending on future market and geopolitical conditions, the supply of fuel, including diesel fuel in particular, may become constrained. As such, we maintain terminal storage of diesel fuel for short-term supply needs for our fleet fueling sites.

Additionally, throughout 2022 and continuing in the ~~United States~~first half of 2023, the U.S. economy ~~began experiencing~~continued to experience inflationary pressures, ~~that have increased into~~which increase the ~~second quarter~~cost of ~~2022, thus lowering~~the merchandise we purchase and reduce consumer purchasing power. We have mitigated a portion of these higher costs with retail price increases. If this trend continues or increases, it could negatively impact demand for our products and services, as well as seasonal travel patterns, which could reduce future ~~merchandise~~ sales volumes. Additionally, because of current labor market conditions and the prevailing wage rates in the markets in which we operate, we have voluntarily increased wages, which has increased our costs associated with recruiting and retaining qualified personnel, and may continue to do so in the future.

We also operate in a highly competitive retail convenience market that includes businesses with operations and services that are similar to those that we provide. We face significant competition from other large chain operators. In particular, large convenience store chains have increased their number of locations and remodeled their existing locations in recent years, enhancing their

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competitive position. We believe that convenience stores managed by individual operators who offer branded or non-branded fuel are also significant competitors in the market. The convenience store industry is also experiencing competition from other retail sectors including grocery stores, large warehouse retail stores, dollar stores and pharmacies.

We believe that we have a significant opportunity to increase our sales and profitability by continuing to execute our operating strategy, growing our store base in existing and contiguous markets through acquisitions, and enhancing the performance of current stores.

Business Highlights

~~Increased merchandise contribution~~Our focus on our retail organic store growth strategy and ~~fuel contribution at same stores combined with an increase in fuel contribution in~~the continuation of our ~~wholesale segment~~accretive acquisition strategy positively impacted our results of operations ~~during~~for the second quarter of ~~2022. In addition,~~2023. Merchandise contribution at same stores, the ~~2021~~2023 Acquisitions and the 2022 Acquisitions all contributed to the improvement in our results of operations for the second quarter of ~~2022,~~2023, as compared to the second quarter of ~~2021.~~2022 which was partially offset by less fuel contribution on a same store basis, primarily due to market conditions in the second quarter of 2022. Store operating expenses increased in the second quarter of ~~2022~~2023 as compared to the second quarter of ~~2021,~~2022, primarily due to higher personnel ~~costs and credit card fees.~~costs. General and administrative expenses also increased in the second quarter of ~~2022~~2023 as compared to the second quarter of ~~2021,~~2022, primarily as a result of expenses associated with the 2023 Acquisitions and the 2022 Acquisitions, wage increases, and an increase in share-based compensation expense.

~~COVID-19~~

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. Throughout the pandemic, our convenience stores and independent dealers have continued to operate and have remained open to the public because convenience store operations and gas stations have been deemed essential businesses by numerous federal and state authorities, including the U.S. Department of Homeland Security, and therefore were exempt from many of the closure orders that were imposed on other U.S. businesses.

The COVID-19 pandemic has reduced the frequency of customer visits and the number of gallons sold at our sites, however, we have seen increases in fuel margin and merchandise basket which more than offset this reduction. Since the beginning of 2021, we have seen an increase in fuel volume as businesses have continued to reopen and customer traffic has increased, apart from the decrease in gallons as a result of record high retail fuel prices. Additionally, our corporate offices transitioned primarily to remote work, and we believe this has allowed us to maintain or increase productivity since March 2020 while expanding the hiring universe for corporate roles nationwide. While we have seen shortages in labor and supply chain disruptions that have increased our operating costs, we have addressed these shortages and disruptions through several hiring initiatives and leveraging our strong partnerships with our suppliers. There continues to be a high level of uncertainty relating to how the pandemic will evolve, and how governments and consumers will react. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, a resumption of high levels of infection and hospitalization, new variants of the virus, the resulting impact on our employees, customers, suppliers, and vendors, supply chain disruptions and the remedial actions and any stimulus measures adopted by federal, state, and local governments, and to what extent normal economic and operating conditions are impacted. Therefore, we cannot reasonably estimate the future impact at this time.

Seasonality

Our business is seasonal, and our operating income in the second and third quarters has historically been significantly greater than in the first and fourth quarters as a result of the generally improved climate and seasonal buying patterns of our customers.

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Inclement weather, especially in the Midwest and Northeast regions of the ~~United States~~U.S. during the winter months, can negatively impact our financial results.

Results of Operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022

The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using our condensed consolidated interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with such condensed interim consolidated financial statements and related notes.

Consolidated Results

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The table below shows our consolidated results for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, together with certain key metrics.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Revenues:	(in thousands)
Fuel revenue	$	1,957,100		$	2,085,854		$	3,618,764		$	3,669,380
Merchandise revenue		484,561			431,751			884,849			798,736
Other revenues, net		27,480			22,658			53,904			44,958
Total revenues		2,469,141			2,540,263			4,557,517			4,513,074
Operating expenses:
Fuel costs		1,801,103			1,955,019			3,338,985			3,425,668
Merchandise costs		329,903			300,387			607,226			559,180
Store operating expenses		218,002			178,077			410,685			344,615
General and administrative expenses		42,660			32,956			83,076			64,741
Depreciation and amortization		32,837			24,353			61,236			48,989
Total operating expenses		2,424,505			2,490,792			4,501,208			4,443,193
Other expenses, net		4,956			1,197			7,676			2,318
Operating income		39,680			48,274			48,633			67,563
Interest and other financial expenses, net		(20,160	)		(7,339	)		(33,762	)		(23,314	)
Income before income taxes		19,520			40,935			14,871			44,249
Income tax expense		(5,014	)		(9,157	)		(2,856	)		(10,162	)
(Loss) income from equity investment		(27	)		28			(63	)		37
Net income	$	14,479		$	31,806		$	11,952		$	34,124
Less: Net income attributable to non-controlling interests		48			52			101			131
Net income attributable to ARKO Corp.	$	14,431		$	31,754		$	11,851		$	33,993
Series A redeemable preferred stock dividends		(1,434	)		(1,434	)		(2,852	)		(2,852	)
Net income attributable to common shareholders	$	12,997		$	30,320		$	8,999		$	31,141
Fuel gallons sold		588,174			484,834			1,091,434			941,726
Fuel margin, cents per gallon1		26.5			27.0			25.6			25.9
Merchandise contribution2		154,658			131,364		$	277,623		$	239,556
Merchandise margin3		31.9	%		30.4	%		31.4	%		30.0	%
Adjusted EBITDA4		86,242			79,045			133,726		$	129,153

For the Three Months
Ended June 30,

For the Six Months
Ended June 30,

2022

2021

2022

2021

Revenues:

(in thousands)

Fuel revenue

$
2,085,854

$
1,460,763

$
3,669,380

$
2,563,710

Merchandise revenue

431,751

426,365

798,736

785,646

Other revenues, net

22,658

22,686

44,958

44,814

Total revenues

2,540,263

1,909,814

4,513,074

3,394,170

Operating expenses:

Fuel costs

1,955,019

1,347,109

3,425,668

2,359,907

Merchandise costs

300,387

303,952

559,180

564,706

Store operating expenses

178,077

154,668

344,615

299,606

General and administrative

32,956

31,861

64,741

58,574

Depreciation and amortization

24,353

25,273

48,989

49,515

Total operating expenses

2,490,792

1,862,863

4,443,193

3,332,308

Other expenses, net

1,197

1,195

2,318

2,867

Operating income

48,274

45,756

67,563

58,995

Interest and other financial expenses, net

(7,339
)

(11,997
)

(23,314
)

(40,614
)
Income before income taxes

40,935

33,759

44,249

18,381

Income tax expense

(9,157
)

(8,212
)

(10,162
)

(7,490
)
Income from equity investment

28

26

37

20

Net income

$
31,806

$
25,573

$
34,124

$
10,911

Less: Net income attributable to non-controlling interests

52

54

131

128

Net income attributable to ARKO Corp.

$
31,754

$
25,519

$
33,993

$
10,783

Series A redeemable preferred stock dividends

(1,434
)

(1,434
)

(2,852
)

(2,836
)
Net income attributable to common shareholders

$
30,320

$
24,085

$
31,141

$
7,947

Fuel gallons sold

484,834

522,392

941,726

970,707

Fuel margin, cents per gallon1

27.0

21.8

25.9

21.0

Merchandise contribution2

131,364

122,413

$
239,556

$
220,940

Merchandise margin3

30.4
%

28.7
%

30.0
%

28.1
%
Adjusted EBITDA4

79,045

75,717

129,153

$
118,020

1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.

2 Calculated as merchandise revenue less merchandise costs.

3 Calculated as merchandise contribution divided by merchandise revenue.

4 Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Three Months Ended June 30, ~~2022~~2023 versus Three Months Ended June 30, ~~2021~~2022

For the three months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$625.1~~$128.8 million, or ~~42.8%~~6.2%, compared to the second quarter of ~~2021.~~2022. The ~~increase~~decrease in fuel revenue was primarily attributable ~~primarily~~ to a ~~significant increase~~decrease in the average price of fuel compared to the second quarter of ~~2021, as well as incremental gallons sold related to the 2021 Acquisitions, which was partially offset by~~2022 and fewer gallons sold at same stores in the second quarter of ~~2022~~2023 compared to the second quarter of ~~2021.~~

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~~For the three months ended June 30,~~ 2022, ~~merchandise revenue increased~~which was partially offset by ~~$5.4 million, or 1.3%, compared~~incremental gallons sold related to the ~~second quarter of 2021 primarily due to~~2023 Acquisitions and the ~~2021~~2022 Acquisitions. ~~Offsetting these increases was a decrease in same store merchandise sales and in merchandise revenue from underperforming retail stores that we closed or converted to dealer-operated sites.~~

For the three months ended June 30, ~~2022, other~~2023, merchandise revenue ~~was consistent with that in~~increased by $52.8 million, or 12.2%, compared to the second quarter of ~~2021, as~~2022, primarily due to the 2023 Acquisitions and the Pride Acquisition and an increase in same store merchandise revenues. Offsetting these increases was a decrease in merchandise revenue from underperforming retail stores that were closed or converted to dealers.

For the three months ended June 30, 2023, other revenue increased by $4.8 million, or 21.3%, compared to the second quarter of 2022, primarily due to additional revenue from the ~~2021~~2023 Acquisitions, ~~was fully offset by lower~~the 2022 Acquisitions and greater lottery commissions.

For the three months ended June 30, ~~2022,~~2023, total operating expenses ~~increased~~decreased by ~~$627.9~~$66.3 million, or ~~33.7%~~2.7%, compared to the second quarter of ~~2021.~~2022. Fuel costs ~~increased $607.9~~decreased $153.9 million, or ~~45.1%~~7.9%, compared to the second quarter of ~~2021~~2022 due to both fewer gallons sold and a lower average cost of fuel ~~sold at higher average costs,~~on a same store basis which were partially offset by ~~lower volumes.~~incremental gallons related to the 2023 Acquisitions and the 2022 Acquisitions. Merchandise costs ~~decreased $3.6~~increased $29.5 million, or ~~1.2%~~9.8%, compared to the second quarter of ~~2021,~~2022, primarily due to ~~a corresponding decrease in same store merchandise sales, which was offset by~~ increased costs related to the ~~2021 Acquisitions.~~2023 Acquisitions and the Pride Acquisition and a corresponding increase in same store merchandise sales. For the three months ended June 30, ~~2022,~~2023, store operating expenses increased ~~$23.4~~$39.9 million, or ~~15.1%~~22.4%,

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compared to the second quarter of ~~2021~~2022 due to incremental expenses as a result of the ~~2021~~2023 Acquisitions, the 2022 Acquisitions and an increase in expenses at same stores.

For the three months ended June 30, ~~2022,~~2023, general and administrative expenses increased ~~$1.1~~$9.7 million, or ~~3.4%~~29.4%, compared to the second quarter of ~~2021,~~2022, primarily due to approximately $7.1 million of expenses associated with the 2023 Acquisitions and the 2022 Acquisitions, annual wage increases and an increase of $1.4 million in share-based compensation expense ~~and higher transportation costs.~~primarily related to equity grants in the first quarter of 2023.

For the three months ended June 30, ~~2022,~~2023, depreciation and amortization expenses ~~decreased $0.9~~increased $8.5 million, or ~~3.6%~~34.8%, compared to the second quarter of ~~2021.~~2022 primarily due to assets acquired in the previous twelve month period, largely in connection with the 2023 Acquisitions and the 2022 Acquisitions.

For the three months ended June 30, ~~2022,~~2023, other expenses, net ~~were consistent with those in~~increased by $3.8 million, compared to the second quarter of ~~2021~~2022 primarily due to an increase in acquisition costs and greater losses on disposal of assets and impairment charges in the second quarter of ~~2022,~~2023, which ~~were~~was partially offset by ~~a decrease in acquisition costs and~~higher income recorded for the fair value adjustment of contingent ~~consideration.~~consideration in the second quarter of 2023.

Operating income was $39.7 million for the second quarter of 2023 compared to $48.3 million for the second quarter of ~~2022 compared to $45.8 million for the second quarter of 2021.~~2022. The ~~increase~~decrease was primarily due to ~~strong fuel and merchandise results along with incremental income from the 2021 Acquisitions, which was partially offset by~~ an increase in ~~store operating~~depreciation and amortization expenses, share-based compensation expenses and ~~general and administrative expenses.~~other expenses, net.

For the three months ended June 30, ~~2022,~~2023, interest and other financial expenses, net ~~decreased~~increased by ~~$4.7~~$12.8 million compared to the second quarter of ~~2021,~~2022, primarily related to ~~an increase~~a decrease of ~~$6.1~~$6.6 million in income, net, recorded in the second quarter of 2023 compared to the prior year period, for fair value adjustments for the Ares Put Option, Public Warrants, Private Warrants and Deferred Shares (each as defined in Note 810 to the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q), and greater debt at higher rates outstanding in 2023, which ~~were~~was partially offset by ~~lower rate debt outstanding~~additional interest income generated in ~~2021.~~the second quarter of 2023.

For the three months ended June 30, ~~2022 and 2021,~~2023, income tax expense was $5.0 million compared to income tax expense of $9.2 million ~~and $8.2 million, respectively.~~for the three months ended June 30, 2022.

For the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, net income attributable to the Company was $14.4 million and $31.8 million, ~~and $25.5 million,~~ respectively.

For the three months ended June 30, ~~2022,~~2023, Adjusted EBITDA was ~~$79.0~~$86.2 million compared to ~~$75.7~~$79.0 million for the three months ended June 30, ~~2021. The 2021 Acquisitions contributed approximately $4.3 million of incremental~~2022. Incremental Adjusted EBITDA ~~for~~from the ~~second quarter of 2022. Increased~~2023 Acquisitions and the 2022 Acquisitions and increased merchandise contribution ~~and fuel contribution at same stores also~~ positively impacted Adjusted EBITDA for the second quarter of ~~2022,~~2023, as compared to the second quarter of ~~2021,~~2022, which was partially offset by approximately $13.3 million of lower fuel contribution from retail same stores and legacy wholesale sites. In addition, higher personnel costs ~~higher credit card fees related to an increase in the retail price of fuel~~at same stores and an increase in general and administrative expenses ~~primarily related to annual wage increases.~~reduced Adjusted EBITDA for the second quarter of 2023. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Six Months Ended June 30, ~~2022~~2023 versus Six Months Ended June 30, ~~2021~~2022

For the six months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$1.1 billion,~~$50.6 million, or ~~43.1%~~1.4%, compared to the first half of ~~2021.~~2022. The ~~increase~~decrease in fuel revenue was primarily attributable ~~primarily~~ to a ~~significant increase~~decrease in the average price of fuel compared to the first half of ~~2021, as well as incremental gallons sold related to the 2021 Acquisitions, which was partially offset by~~2022 and fewer gallons sold at same stores in the first half of ~~2022~~2023 compared to the first half of ~~2021.~~2022, which was partially offset by incremental gallons sold related to the 2023 Acquisitions and the 2022 Acquisitions.

For the six months ended June 30, ~~2022,~~2023, merchandise revenue increased by ~~$13.1~~$86.1 million, or ~~1.7%~~10.8%, compared to the first half of ~~2021~~2022, primarily due to the ~~2021 Acquisitions. Offsetting these increases were decreases~~2023 Acquisitions and the Pride Acquisition and an increase in same store merchandise ~~sales and~~revenues. Offsetting these increases was a decrease in merchandise revenue from underperforming retail stores that wewere closed or converted to ~~dealer-operated sites.~~dealers.

For the six months ended June 30, ~~2022,~~2023, other revenue ~~was consistent with that in~~increased by $8.9 million, or 19.9%, compared to the first half of ~~2021 as~~2022, primarily due to additional revenue from the ~~2021~~2023 Acquisitions, ~~was fully offset by lower~~the 2022 Acquisitions and greater lottery commissions.

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For the six months ended June 30, ~~2022,~~2023, total operating expenses increased by ~~$1.1 billion,~~$58.0 million, or ~~33.3%~~1.3%, compared to the first half of ~~2021.~~2022. Fuel costs ~~increased $1.1 billion,~~decreased $86.7 million, or ~~45.2%~~2.5%, compared to the first half of ~~2021~~2022 due to ~~fuel~~both fewer gallons sold ~~at higher~~and a lower average cost of fuel on a same store basis, which were partially offset by ~~lower volumes.~~incremental gallons related to the 2023 Acquisitions and the 2022 Acquisitions. Merchandise costs ~~decreased $5.5~~increased $48.0 million, or ~~1.0%~~8.6%, compared to the first half of ~~2021,~~2022, primarily due to increased

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costs related to the 2023 Acquisitions and the Pride Acquisition and a corresponding ~~decrease~~increase in same store merchandise ~~sales, which was partially offset by increased costs related to the 2021 Acquisitions.~~sales. For the six months ended June 30, ~~2022,~~2023, store operating expenses increased ~~$45.0~~$66.1 million, or ~~15.0%~~19.2%, compared to the first half of ~~2021~~2022 due to incremental expenses as a result of the ~~2021~~2023 Acquisitions, the 2022 Acquisitions and an increase in expenses at same stores.

For the six months ended June 30, ~~2022,~~2023, general and administrative expenses increased ~~$6.2~~$18.3 million, or ~~10.5%~~28.3%, compared to the first half of ~~2021,~~2022, primarily due to approximately $11.5 million in expenses associated with the 2023 Acquisitions and the 2022 Acquisitions, annual wage increases and an increase of $2.7 million in share-based compensation expense primarily related to equity grants in the first quarters of 2023 and ~~higher transportation costs.~~2022.

For the six months ended June 30, ~~2022,~~2023, depreciation and amortization expenses ~~decreased $0.5~~increased $12.2 million, or ~~1.1%~~25.0%, compared to the first half of ~~2021.~~2022 primarily due to assets acquired in the previous twelve month period, largely in connection with the 2023 Acquisitions and the 2022 Acquisitions.

For the six months ended June 30, ~~2022,~~2023, other expenses, net ~~decreased~~increased by ~~$0.5~~$5.4 million, compared to the first half of ~~2021,~~2022 primarily due to ~~lower~~an increase in acquisition costs and greater losses on disposal of assets and impairment charges in the first half of 2023 which was partially offset by higher income recorded for the fair value adjustment of contingent consideration in the first half of ~~2022, which~~2023.

Operating income was ~~partially offset by greater on losses on disposal of assets and impairment charges in~~$48.6 million for the first half of ~~2022.~~

~~Operating income was~~2023 compared to $67.6 million for the first half of ~~2022 compared to $59.0 million for the first half of 2021.~~2022. The ~~increase~~decrease was primarily due to ~~strong fuel and merchandise results along with incremental income from the 2021 Acquisitions which was partially offset by~~ an increase in ~~store operating~~depreciation and amortization expenses, share-based compensation expenses and ~~general and administrative expenses.~~other expenses, net.

For the six months ended June 30, ~~2022,~~2023, interest and other financial expenses, net ~~decreased~~increased by ~~$17.3~~$10.4 million compared to the first half of ~~2021,~~2022, primarily related to a ~~reduction~~decrease of ~~$16.0~~$1.9 million in ~~expenses~~income, net recorded for fair value adjustments for the Ares Put Option, Public Warrants, Private Warrants and Deferred Shares (each as defined in Note 10 to the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q) and greater debt at higher rates outstanding in 2023, which ~~were~~was partially offset by ~~lower rate debt outstanding in 2021 and a net period-over-period decrease in foreign currency gains recorded of $1.4 million. In addition, $4.5 million of~~ additional interest ~~expense was recorded~~income generated in the first ~~quarter~~half of ~~2021 for the early redemption of the Bonds (Series C).~~2023.

For the six months ended June 30, ~~2022 and 2021,~~2023, income tax expense was $2.9 million compared to income tax expense of $10.2 million for the six months ended June 30, 2022.

For the six months ended June 30, 2023 and ~~$7.5~~2022, net income attributable to the Company was $11.9 million and $34.0 million, respectively.

For the six months ended June 30, ~~2022 and 2021, net income attributable to the Company was $34.0 million and $10.8 million, respectively.~~

~~For the six months ended June 30, 2022,~~2023, Adjusted EBITDA was ~~$129.2~~$133.7 million compared to ~~$118.0~~$129.2 million for the six months ended June 30, ~~2021. The 2021 Acquisitions contributed approximately $8.3 million of incremental~~2022. Incremental Adjusted EBITDA ~~for~~from the ~~first half of 2022. Increased~~2023 Acquisitions and the 2022 Acquisitions and increased merchandise contribution ~~and fuel contribution at same stores also~~ positively impacted Adjusted EBITDA for the first half of ~~2022,~~2023, as compared to the first half of ~~2021, which was~~2022. These benefits were partially offset by approximately $27.9 million of lower fuel contribution from retail same stores and legacy wholesale sites, of which approximately $12.8 million was incurred in March 2023. In addition, higher personnel costs ~~higher credit card fees related to an increase in the retail price of fuel~~at same stores and an increase in general and administrative expenses ~~primarily related to annual wage increases.~~reduced Adjusted EBITDA for the first half of 2023. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

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Segment Results

Retail Segment

The table below shows the results of the retail segment for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, together with certain key metrics for the segment.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Revenues:	(in thousands)												(in thousands)
Fuel revenue	$	1,117,849		$	768,716		$	1,972,516		$	1,345,020		$	1,015,365		$	1,117,849		$	1,858,838		$	1,972,516
Merchandise revenue		431,751			426,365			798,736			785,646			484,561			431,751			884,849			798,736
Other revenues, net		16,667			17,252			32,991			34,229			18,997			16,667			37,552			32,991
Total revenues		1,566,267			1,212,333			2,804,243			2,164,895			1,518,923			1,566,267			2,781,239			2,804,243
Operating expenses:
Fuel costs		1,025,811			690,952			1,802,696			1,206,088			913,437			1,025,811			1,681,245			1,802,696
Merchandise costs		300,387			303,952			559,180			564,706			329,903			300,387			607,226			559,180
Store operating expenses		168,222			146,214			324,841			282,539			197,726			168,222			373,280			324,841
Total operating expenses		1,494,420			1,141,118			2,686,717			2,053,333			1,441,066			1,494,420			2,661,751			2,686,717
Operating income	$	71,847		$	71,215		$	117,526		$	111,562		$	77,857		$	71,847		$	119,488		$	117,526
Fuel gallons sold		253,243			264,967			492,801			491,079			293,584			253,243			542,490			492,801
Same store fuel gallons sold (decrease) increase (%)1		(10.6	%)		11.9	%		(7.1	%)		(1.7	%)
Same store fuel gallons sold decrease (%)1														(2.6	%)		(10.6	%)		(4.2	%)		(7.1	%)
Fuel margin, cents per gallon2		41.3			34.3			39.4			33.3			39.7			41.3			37.7			39.4
Same store merchandise sales (decrease) increase (%)1		(2.7	%)		2.4	%		(3.1	%)		4.0	%
Same store merchandise sales increase (decrease) (%)1														0.7	%		(2.7	%)		2.1	%		(3.1	%)
Same store merchandise sales excluding cigarettes increase (%)1		1.4	%		4.3	%		0.8	%		6.5	%		3.8	%		1.4	%		5.6	%		0.8	%
Merchandise contribution3	$	131,364		$	122,413		$	239,556		$	220,940		$	154,658		$	131,364		$	277,623		$	239,556
Merchandise margin4		30.4	%		28.7	%		30.0	%		28.1	%		31.9	%		30.4	%		31.4	%		30.0	%

1 Same store is a common metric used in the convenience store industry. We consider a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to “Use of Non-GAAP Measures” below for discussion of this measure.

2 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

3 Calculated as merchandise revenue less merchandise costs.

4 Calculated as merchandise contribution divided by merchandise revenue.

The table below shows financial information and certain key metrics of recent acquisitions in the retail segment that do not have comparable information for the prior periods.

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	For the Three Months Ended June 30, 2023											For the Six Months Ended June 30, 2023
	Pride 1			TEG 2			Uncle's (WTG) 3			Total		Pride 1			TEG 2			Uncle's (WTG) 3			Total
	(in thousands)
Date of Acquisition:	Dec 6, 2022			Mar 1, 2023			Jun 6, 2023					Dec 6, 2022			Mar 1, 2023			Jun 6, 2023
Revenues:
Fuel revenue	$	71,388		$	99,128		$	6,098		$	176,614	$	139,425		$	131,202		$	6,098		$	276,725
Merchandise revenue		15,629			39,381			2,846			57,856		29,143			52,324			2,846			84,313
Other revenues, net		1,397			1,322			54			2,773		2,784			1,731			54			4,569
Total revenues		88,414			139,831			8,998			237,243		171,352			185,257			8,998			365,607
Operating expenses:
Fuel costs		64,335			90,832			5,020			160,187		125,299			120,617			5,020			250,936
Merchandise costs		10,185			27,189			1,927			39,301		19,383			36,126			1,927			57,436
Store operating expenses		10,495			18,064			1,225			29,784		20,030			23,576			1,225			44,831
Total operating expenses		85,015			136,085			8,172			229,272		164,712			180,319			8,172			353,203
Operating income	$	3,399		$	3,746		$	826		$	7,971	$	6,640		$	4,938		$	826		$	12,404
Fuel gallons sold		19,387			30,165			1,714			51,266		37,278			40,057			1,714			79,049
Merchandise contribution 4		5,444			12,192			919			18,555		9,760			16,198			919			26,877
Merchandise margin 5		34.8	%		31.0	%		32.3	%				33.5	%		31.0	%		32.3	%

1 Pride Acquisition.

2 Includes only the retail stores acquired in the TEG Acquisition.

3 Includes only the retail stores acquired in the WTG Acquisition.

4 Calculated as merchandise revenue less merchandise costs.

5 Calculated as merchandise contribution divided by merchandise revenue.

Three Months Ended June 30, ~~2022~~2023 versus Three Months Ended June 30, ~~2021~~2022

Retail Revenues

For the three months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$349.1~~$102.5 million, or ~~45.4%~~9.2%, compared to the second quarter of ~~2021.~~2022. The ~~increase~~decrease in fuel revenue was attributable to a ~~$1.51~~$0.95 per gallon ~~increase~~decrease in the average retail price of fuel in the second quarter of ~~2022~~2023 as compared to the ~~same period in 2021, which was offset by~~second quarter of 2022, primarily due to market factors, as well as a decrease in gallons sold at same stores. For the second quarter of 2023, gallons at same stores ofdecreased approximately ~~10.6%~~2.6%, or ~~26.7~~6.4 million ~~gallons, primarily due to managing both volume~~gallons. Partially offsetting these decreases, the 2023 Acquisitions and ~~margin to optimize overall fuel margin dollars. Additionally,~~ the ~~2021 Acquisitions~~Pride Acquisition contributed ~~an incremental 18.4~~51.3 million gallons sold, or ~~$89.2~~$176.6 million in fuel revenue. Underperforming retail stores, which were closed or converted to ~~independent~~ dealers over the last 12 months in order to optimize profitability, also negatively impacted gallons sold during the second quarter of ~~2022.~~2023.

For the three months ended June 30, ~~2022,~~2023, merchandise revenue increased by ~~$5.4~~$52.8 million, or ~~1.3%~~12.2%, compared to the second quarter of ~~2021.~~2022. The ~~2021~~2023 Acquisitions and the Pride Acquisition contributed approximately ~~$22~~$57.9 million of ~~incremental~~ merchandise revenue. Same store merchandise sales ~~decreased $11.4~~increased $3.0 million, or ~~2.7%~~0.7%, for the second quarter of ~~2022~~2023 compared to the second quarter of ~~2021.~~2022. Same store merchandise sales ~~decreased~~increased primarily due to ~~lower~~higher revenue from ~~cigarettes~~the Company’s six core destination categories (packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and ~~reduced demand for essential products, which was partially offset by higher packaged beverages, center-store items, beer and wine,~~beer), other tobacco products and ~~franchise revenue~~franchises as a result of marketing initiatives, including expanded category assortments, new franchise ~~locations~~food offerings and investments in coolers and ~~freezers.~~freezers, which was partially offset by lower revenue from cigarettes. In addition, there was a decrease in merchandise revenue from underperforming retail stores that were closed or converted to ~~independent~~ dealers.

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For the three months ended June 30, ~~2022,~~2023, other revenues, net ~~decreased~~increased by ~~$0.6~~$2.3 million, or ~~3.4%~~14.0%, compared to the second quarter of ~~2021,~~2022, primarily related to ~~lower lottery commissions which were partially offset by~~ additional ~~revenue~~income from the ~~2021 Acquisitions.~~2023 Acquisitions and the Pride Acquisition and greater lottery commissions.

Retail Operating Income

For the three months ended June 30, ~~2022,~~2023, fuel margin increased compared to the same period in ~~2021, primarily related to incremental~~2022. Incremental fuel profit from the ~~2021~~2023 Acquisitions and the Pride Acquisition of approximately ~~$6.1~~$19.0 million ~~and an increase~~(excluding intercompany charges by GPMP) was partially offset by a decrease in same store fuel profit of ~~$8.5~~$5.2 million (excluding intercompany charges by GPMP). Fuel margin

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per gallon at same stores for the second quarter of ~~2022 was 42.5~~2023 decreased to 40.3 cents per gallon ~~as compared to 34.6~~from 41.4 cents per gallon for the second quarter of ~~2021.~~2022 primarily due historically high fuel margins in 2022 principally as a result of the volatile market for gasoline and diesel fuel. A decrease in fuel profit related to underperforming retail stores that were closed or converted to dealers decreased fuel profit compared to the second quarter of 2022.

For the three months ended June 30, ~~2022,~~2023, merchandise contribution increased ~~$9.0~~$23.3 million, or ~~7.3%~~17.7%, compared to the same period in ~~2021,~~2022, and merchandise margin increased to ~~30.4%~~31.9% as compared to ~~28.7%~~30.4% in the prior period. The increase was due to ~~$6.9~~$18.6 million in ~~incremental~~ merchandise contribution from the ~~2021~~2023 Acquisitions and the Pride Acquisition and an increase in merchandise contribution at same stores of ~~$3.5~~$6.5 million. Merchandise contribution at same stores increased in the second quarter of ~~2022~~2023 primarily due to higher contribution from ~~packaged beverages, center-store items, beer~~the Company’s six core destination categories and ~~wine, and other tobacco products.~~franchises. Merchandise margin at same stores was ~~30.2%~~31.9% in the second quarter of ~~2022~~2023 compared to ~~28.6%~~30.6% in the second quarter of ~~2021.~~2022.

For the three months ended June 30, ~~2022,~~2023, store operating expenses increased ~~$22.0~~$29.5 million, or ~~15.1%~~17.5%, compared to the three months ended June 30, ~~2021~~2022 primarily due to ~~approximately $10~~$29.8 million of ~~incremental~~ expenses related to the ~~2021~~2023 Acquisitions and the Pride Acquisition and an increase of $3.2 million in expenses at same stores, ~~including $8.4~~mainly driven by approximately $4.2 million, or 6.5%, of higher personnel ~~costs, or 15.8%, and $4.1 million higher credit card fees, or 22.5%, due to higher retail prices.~~costs. The increase in store operating expenses was partially offset by underperforming retail stores that wewere closed or converted to ~~independent~~ dealers.

Six Months Ended June 30, ~~2022~~2023 versus Six Months Ended June 30, ~~2021~~2022

Retail Revenues

For the six months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$627.5~~$113.7 million, or ~~46.7%~~5.8%, compared to the first half of ~~2021.~~2022. The ~~increase~~decrease in fuel revenue was attributable to a ~~$1.26~~$0.57 per gallon ~~increase~~decrease in the average retail price of fuel in the first half of ~~2022~~2023 as compared to the ~~same period in 2021, which was offset by~~first half of 2022, primarily due to market factors, as well as a decrease in gallons sold at same stores. For the first half of 2023, gallons at same stores ofdecreased approximately ~~7.1%~~4.2%, or ~~33.5~~20.0 million ~~gallons, primarily due to managing both volume~~gallons. Offsetting these decreases, the 2023 Acquisitions and ~~margin to optimize overall fuel margin dollars. Additionally,~~ the ~~2021 Acquisitions~~Pride Acquisition contributed ~~an incremental 40.7~~79.0 million gallons sold, or ~~$168.4~~$276.7 million in fuel revenue. Underperforming retail stores, which were closed or converted to ~~independent~~ dealers over the last 12 months in order to optimize profitability, also negatively impacted gallons sold during the first half of ~~2022.~~2023.

For the six months ended June 30, ~~2022,~~2023, merchandise revenue increased by ~~$13.1~~$86.1 million, or ~~1.7%~~10.8%, compared to the first half of ~~2021.~~2022. The ~~2021~~2023 Acquisitions and the Pride Acquisition contributed approximately ~~$46~~$84.3 million of ~~incremental~~ merchandise revenue. Same store merchandise sales ~~decreased $23.9~~increased $16.7 million, or ~~3.1%~~2.1%, for the first half of ~~2022~~2023 compared to the first half of ~~2021.~~2022. Same store merchandise sales ~~decreased~~increased primarily due to ~~lower~~higher revenue from ~~cigarettes and reduced demand for essential products, which was partially offset by higher packaged beverages, center-store items, frozen food, beer and wine and~~the Company’s six core destination categories, other tobacco products ~~revenue~~and franchises as a result of marketing initiatives, including expanded category assortments, new franchise food offerings and investments in coolers and ~~freezers.~~freezers, which was partially offset by lower revenue from cigarettes. In addition, there was a decrease in merchandise revenue from underperforming retail stores that were closed or converted to ~~independent~~ dealers.

For the six months ended June 30, ~~2022,~~2023, other revenues, net ~~decreased~~increased by ~~$1.2~~$4.6 million, or ~~3.6%~~13.8%, compared to the first half of ~~2021,~~2022, primarily related to ~~lower lottery commissions which were partially offset by~~ additional ~~revenue~~income from the ~~2021 Acquisitions.~~2023 Acquisitions, the Pride Acquisition and greater lottery commissions.

Retail Operating Income

For the six months ended June 30, ~~2022,~~2023, fuel margin increased compared to the same period in ~~2021, primarily related to incremental~~2022. Incremental fuel profit from the ~~2021~~2023 Acquisitions and the Pride Acquisition of approximately ~~$14.0~~$29.7 million ~~and an increase~~(excluding intercompany charges by GPMP) was partially offset by a decrease in same store fuel profit of ~~$18.2~~$15.9 million (excluding intercompany charges by GPMP). Fuel margin per gallon at same stores for the first half of ~~2022 was 40.2~~2023 decreased to 37.8 cents per gallon ~~as compared to 33.5~~from 39.5 cents per gallon for the first half of ~~2021.~~2022 primarily due to historically high fuel margins in 2022 principally as a result of the volatile market for gasoline and diesel fuel, with the first quarter of 2022 particularly impacted by the war in Ukraine, which significantly affected market conditions and resulted in substantially higher fuel margins. A decrease in fuel profit related to underperforming retail stores that were closed or converted to dealers also partially offset the increase in fuel profit compared to the first half of 2022.

For the six months ended June 30, ~~2022,~~2023, merchandise contribution increased ~~$18.6~~$38.1 million, or ~~8.4%~~15.9%, compared to the same period in ~~2021,~~2022, and merchandise margin increased to ~~30.0%~~31.4% as compared to ~~28.1%~~30.0% in the prior period. The increase was due to ~~$13.5~~$26.9 million in ~~incremental~~ merchandise contribution from the ~~2021~~2023 Acquisitions and the Pride Acquisition and an increase in merchandise contribution at same stores of ~~$7.3~~$14.6 million. Merchandise contribution at same stores increased in the first half of ~~2022~~2023 primarily due to higher contribution from ~~packaged beverages, center-store items, beer~~the Company’s six core destination categories and ~~wine and other tobacco products.~~franchises. Merchandise margin at same stores was ~~29.8%~~31.3% in the first half of ~~2022~~2023 compared to ~~28.0%~~30.1% in the first half of ~~2021.~~2022.

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For the six months ended June 30, ~~2022,~~2023, store operating expenses increased ~~$42.3~~$48.4 million, or ~~15.0%~~14.9%, compared to the six months ended June 30, ~~2021~~2022 primarily due to ~~approximately $22~~$44.8 million of ~~incremental~~ expenses related to the ~~2021~~2023 Acquisitions and the Pride Acquisition and

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an increase of $9.2 million in expenses at same stores, including ~~$14.7~~approximately $10.3 million or 8.0%, of higher personnel ~~costs, or 14.0%, and $7.0 million of higher credit card fees, or 21.1%, due to higher retail prices.~~costs. The increase in store operating expenses ~~were~~was partially offset by underperforming retail stores that wewere closed or converted to ~~independent~~ dealers.

Wholesale Segment

The table below shows the results of the wholesale segment for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, together with certain key metrics for the segment.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Revenues:					(in thousands)				(in thousands)
Fuel revenue	$	966,434	$	690,521	$	1,694,131	$	1,216,009	$	811,139	$	966,434	$	1,495,987	$	1,694,131
Other revenues, net		5,733		5,212		11,455		10,151		6,110		5,733		12,601		11,455
Total revenues		972,167		695,733		1,705,586		1,226,160		817,249		972,167		1,508,588		1,705,586
Operating expenses:
Fuel costs		951,779		680,612		1,667,282		1,199,541		800,286		951,779		1,474,977		1,667,282
Store operating expenses		10,602		9,129		21,105		18,319		10,196		10,602		19,294		21,105
Total operating expenses		962,381		689,741		1,688,387		1,217,860		810,482		962,381		1,494,271		1,688,387
Operating income	$	9,786	$	5,992	$	17,199	$	8,300	$	6,767	$	9,786	$	14,317	$	17,199
Fuel gallons sold – fuel supply locations		193,164		214,761		374,105		398,406		213,136		193,164		395,563		374,105
Fuel gallons sold – consignment agent locations		37,996		41,964		73,993		79,875		44,534		37,996		82,496		73,993
Fuel margin, cents per gallon1 – fuel supply locations		7.2		5.6		7.1		5.4		5.9		7.2		6.0		7.1
Fuel margin, cents per gallon1 – consignment agent locations		32.3		25.4		30.7		23.7		25.3		32.3		25.8		30.7

1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

The table below shows financial information and certain key metrics of recent acquisitions in the wholesale segment that do not have comparable information for the prior periods.


	For the Three Months Ended June 30, 2023								For the Six Months Ended June 30, 2023
	Quarles 1		TEG 2		WTG 3		Total		Quarles 1		TEG 2		WTG 3		Total
	(in thousands)
Date of Acquisition:	Jul 22, 2022		Mar 1, 2023		Jun 6, 2023				Jul 22, 2022		Mar 1, 2023		Jun 6, 2023
Revenues:
Fuel revenue	$	19,564	$	93,660	$	648	$	113,872	$	37,327	$	122,054	$	648	$	160,029
Other revenues, net		310		667		1		978		588		854		1		1,443
Total revenues		19,874		94,327		649		114,850		37,915		122,908		649		161,472
Operating expenses:
Fuel costs		18,912		92,267		622		111,801		36,064		119,779		622		156,465
Store operating expenses		488		850		17		1,355		937		1,094		17		2,048
Total operating expenses		19,400		93,117		639		113,156		37,001		120,873		639		158,513
Operating income	$	474	$	1,210	$	10	$	1,694	$	914	$	2,035	$	10	$	2,959
Fuel gallons sold		5,936		35,508		218		41,662		11,443		45,987		218		57,648

1 Quarles Acquisition; includes only the wholesale business acquired in the Quarles Acquisition.

2 Includes only the wholesale business acquired in the TEG Acquisition.

3 Includes only the wholesale business acquired in the WTG Acquisition.

Three Months Ended June 30, ~~2022~~2023 versus Three Months Ended June 30, ~~2021~~2022

Wholesale Revenues

For the three months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$275.9~~$155.3 million, or ~~40.0%~~16.1%, compared to the second quarter of ~~2021.~~2022, of which the majority was attributable to fuel supply locations. Wholesale revenues ~~benefited from~~were negatively impacted by a ~~significant increase~~decrease in the average price of fuel in the second quarter of ~~2022~~2023 as compared to the second quarter of ~~2021,~~2022, which was partially offset by ~~a 10.0% reduction~~an

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11.5% increase in gallons sold. Of total gallons sold, the ~~total increase in fuel revenue,~~2023 Acquisitions and the Quarles Acquisition contributed approximately ~~$230.1~~41.7 million, ~~of the increase was attributable to fuel supply locations.~~which were offset by lower volumes at legacy wholesale sites.

Wholesale Operating Income

For the three months ended June 30, ~~2022,~~2023, fuel contribution ~~increased~~decreased approximately ~~$3.5~~$2.5 million (excluding intercompany charges by GPMP). Approximately $5.4 million of total fuel contribution was attributable to the 2023 Acquisitions and the Quarles Acquisition. At fuel supply locations, fuel contribution ~~increased~~decreased by ~~$1.9~~$1.5 million (excluding intercompany charges by GPMP), and fuel margin ~~increased over~~decreased for the second quarter of ~~2021~~2023 as compared to the second quarter of 2022, primarily due to ~~greater~~decreased prompt pay discounts related to ~~higher~~lower fuel costs and ~~greater fuel rebates.~~lower volumes at legacy wholesale sites, which was partially offset by the contribution from the 2023 Acquisitions and the Quarles Acquisition. At consignment agent locations, fuel contribution ~~increased $1.6~~decreased $1.0 million (excluding intercompany charges by GPMP), and fuel margin also ~~increased over~~decreased for the second quarter of ~~2021~~2023 as compared to the second quarter of 2022, primarily due to ~~greater~~lower rack-to-retail margins and decreased prompt pay discounts related to ~~higher~~lower fuel costs, ~~greater fuel rebates~~which was partially offset by the contribution from the 2023 Acquisitions and ~~improved rack-to-retail margins.~~the Quarles Acquisition.

For the three months ended June 30, ~~2022,~~2023, store operating expenses ~~increased $1.5~~decreased $0.4 million compared to the three months ended June 30, ~~2021.~~2022.

Six Months Ended June 30, ~~2022~~2023 versus Six Months Ended June 30, ~~2021~~2022

Wholesale Revenues

For the six months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$478.1~~$198.1 million, or 11.7%, compared to the first half of ~~2021.~~2022, of which the majority was attributable to fuel supply locations. Wholesale revenues ~~benefited from~~were negatively impacted by a ~~significant increase~~decrease in the average price of fuel in the first half of ~~2022~~2023 as compared to the first half of ~~2021,~~2022, which was partially offset by a ~~6.3% reduction~~6.7% increase in gallons sold. Of total gallons sold, the ~~total increase in fuel revenue,~~2023 Acquisitions and the Quarles Acquisition contributed approximately ~~$400.7~~57.6 million, ~~of the increase was attributable to fuel supply locations.~~which were offset by lower volumes at legacy wholesale sites.

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Wholesale Operating Income

For the six months ended June 30, ~~2022,~~2023, fuel contribution ~~increased~~decreased approximately ~~$8.9~~$4.3 million (excluding intercompany charges by GPMP). Approximately $7.7 million of total fuel contribution was attributable to the 2023 Acquisitions and the Quarles Acquisition. At fuel supply locations, fuel contribution ~~increased~~decreased by ~~$5.2~~$2.9 million (excluding intercompany charges by GPMP), and fuel margin ~~increased over~~decreased for the first half of ~~2021~~2023 as compared to the first half of 2022, primarily due to ~~greater~~decreased prompt pay discounts related to ~~higher~~lower fuel costs and ~~greater fuel rebates.~~lower volumes at legacy wholesale sites, which was partially offset by the contribution from the 2023 Acquisitions and the Quarles Acquisition. At consignment agent locations, fuel contribution ~~increased $3.7~~decreased $1.4 million (excluding intercompany charges by GPMP) and fuel margin also ~~increased over~~decreased for the first half of ~~2021~~2023 as compared to the first half of 2022, primarily due to ~~greater~~lower rack-to-retail margins and decreased prompt pay discounts related to ~~higher~~lower fuel costs, ~~greater fuel rebates~~which was partially offset by the contribution from the 2023 Acquisitions and ~~improved rack-to-retail margins.~~the Quarles Acquisition.

For the six months ended June 30, ~~2022,~~2023, store operating expenses ~~increased $2.8~~decreased $1.8 million compared to the six months ended June 30, ~~2021.~~2022.

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Fleet Fueling Segment

The table below shows the results of the fleet fueling segment for the three and six months ended June 30, 2023, together with certain key metrics for the segment. Because we added the fleet fueling segment only upon consummation of the Quarles Acquisition in July 2022, there are no comparable period results for three and six months ended June 30, 2022.


	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2023		2023
Revenues:	(in thousands)
Fuel revenue	$	121,146	$	248,640
Other revenues, net		1,676		2,627
Total revenues		122,822		251,267
Operating expenses:
Fuel costs		108,435		223,666
Store operating expenses		5,043		9,833
Total operating expenses		113,478		233,499
Operating income	$	9,344	$	17,768
Fuel gallons sold – proprietary cardlock locations		32,417		63,433
Fuel gallons sold – third-party cardlock locations		2,036		3,646
Fuel margin, cents per gallon1 – proprietary cardlock locations		43.9		44.2
Fuel margin, cents per gallon1 – third-party cardlock locations		7.7		4.9

1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold; excludes the estimated fixed fee charged by GPMP to sites in the fleet fueling segment.

The table below shows financial information and certain key metrics of recent acquisitions in the fleet fueling segment that do not have comparable information for the prior periods.


	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Quarles 1		WTG 2		Total		Quarles 1		WTG 2		Total
	(in thousands)
Date of Acquisition:	Jul 22, 2022		Jun 6, 2023				Jul 22, 2022		Jun 6, 2023
Revenues:
Fuel revenue	$	115,986	$	5,160	$	121,146	$	243,480	$	5,160	$	248,640
Other revenues, net		1,640		36		1,676		2,591		36		2,627
Total revenues		117,626		5,196		122,822		246,071		5,196		251,267
Operating expenses:
Fuel costs		104,063		4,372		108,435		219,294		4,372		223,666
Store operating expenses		4,915		128		5,043		9,705		128		9,833
Total operating expenses		108,978		4,500		113,478		228,999		4,500		233,499
Operating income	$	8,648	$	696	$	9,344	$	17,072	$	696	$	17,768
Fuel gallons sold		32,988		1,465		34,453		65,614		1,465		67,079

1 Includes only the fleet fueling business acquired in the Quarles Acquisition.

2 Includes only the fleet fueling business acquired in the WTG Acquisition.

Three Months Ended June 30, 2023

Fleet Fueling Revenues

For the three months ended June 30, 2023, fuel revenue was primarily driven by the average price of diesel fuel in the second quarter of 2023.

Fleet Fueling Operating Income

For the three months ended June 30, 2023, fuel contribution was approximately $14.4 million (excluding intercompany charges by GPMP).

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Six Months Ended June 30, 2023

Fleet Fueling Revenues

For the six months ended June 30, 2023, fuel revenue was primarily driven by the average price of diesel fuel in the first half of 2023.

Fleet Fueling Operating Income

For the six months ended June 30, 2023, fuel contribution was approximately $28.2 million (excluding intercompany charges by GPMP).

GPMP Segment

The table below shows the results of the GPMP segment for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, together with certain key metrics for the segment.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Revenues:	(in thousands)								(in thousands)
Fuel revenue - inter-segment	$	1,738,243	$	1,092,926	$	3,013,964	$	1,912,393	$	1,364,041	$	1,738,243	$	2,504,106	$	3,013,964
Fuel revenue - external customers		1,571		1,526		2,733		2,681		1,057		1,571		1,798		2,733
Other revenues, net		258		264		512		519		277		258		447		512
Other revenues, net - inter-segment										2,745		—		5,302		—
Total revenues		1,740,072		1,094,716		3,017,209		1,915,593		1,368,120		1,740,072		2,511,653		3,017,209
Operating expenses:
Fuel costs		1,715,672		1,068,471		2,969,654		1,866,671		1,338,489		1,715,672		2,456,786		2,969,654
General and administrative expenses		759		793		1,465		1,504		781		759		1,553		1,465
Depreciation and amortization		1,842		1,842		3,684		3,685		1,842		1,842		3,684		3,684
Total operating expenses		1,718,273		1,071,106		2,974,803		1,871,860		1,341,112		1,718,273		2,462,023		2,974,803
Operating income	$	21,799	$	23,610	$	42,406	$	43,733	$	27,008	$	21,799	$	49,630	$	42,406
Fuel gallons sold - inter-segment		481,794		519,362		939,467		967,389		532,050		481,794		982,269		939,467
Fuel gallons sold - external customers		431		700		827		1,347		397		431		680		827
Fuel margin, cents per gallon1		5.0		5.0		5.0		5.0		5.0		5.0		5.0		5.0

1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.

Three Months Ended June 30, ~~2022~~2023 versus Three Months Ended June 30, ~~2021~~2022

GPMP Revenues

For the three months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$645.3~~$374.7 million compared to the second quarter of ~~2021.~~2022. The ~~increase~~decrease in fuel revenue was attributable to a ~~significant increase~~decrease in the average price of fuel, which was partially offset by ~~a decrease~~an increase in gallons sold as compared to the second quarter of ~~2021.~~2022.

For ~~both~~ the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, other revenues, net were each $0.3 million and primarily related to rental income from certain sites leased to ~~independent~~ dealers. Inter-segment other revenues, net related to the fixed fee primarily charged to sites in the fleet fueling segment (currently 5.0 cents per gallon sold), which began in July 2022.

GPMP Operating Income

Fuel margin ~~decreased~~increased by ~~$1.8~~$2.5 million for the second quarter of ~~2022,~~2023, as compared to the second quarter of ~~2021,~~2022, primarily due to ~~fewer~~greater gallons sold to the retail and wholesale segments at a fixed margin.

For the three months ended June 30, ~~2022,~~2023, total general, administrative, depreciation and amortization expenses were similar with those in the comparable prior year period.

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Six Months Ended June 30, ~~2022~~2023 versus Six Months Ended June 30, ~~2021~~2022

GPMP Revenues

For the six months ended June 30, ~~2022,~~2023, fuel revenue ~~increased~~decreased by ~~$1.1 billion~~$510.8 million compared to the first half of ~~2021.~~2022. The ~~increase~~decrease in fuel revenue was attributable to a ~~significant increase~~decrease in the average price of fuel, which was partially offset by ~~a decrease~~an increase in gallons sold as compared to the first half of ~~2021.~~2022.

For ~~both~~ the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, other revenues, net were $0.4 million and $0.5 million, respectively, and primarily related to rental income from certain sites leased to ~~independent~~ dealers. Inter-segment other revenues, net related to the fixed fee primarily charged to sites in the fleet fueling segment (currently 5.0 cents per gallon sold), which began in July 2022.

GPMP Operating Income

Fuel margin ~~decreased~~increased by ~~$1.4~~$2.1 million for the first half of ~~2022,~~2023, as compared to the first half of ~~2021,~~2022, primarily due to ~~fewer~~greater gallons sold to the retail and wholesale segments at a fixed margin.

For the six months ended June 30, ~~2022,~~2023, total general, administrative, depreciation and amortization expenses were similar with those in the comparable prior year period.

Use of Non-GAAP Measures

We disclose certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. We believe that this information provides greater comparability regarding our ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”) ~~and are non-GAAP financial measures.~~.

We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, other non-cash items, and other unusual or non-recurring charges. Each of EBITDA and Adjusted EBITDA is a non-GAAP financial measure.

We use EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating our performance because they eliminate certain items that we do not consider indicators of our operating performance. EBITDA and Adjusted EBITDA are also used by many of our investors, securities analysts, and other interested parties in evaluating our operational and financial performance across reporting periods. We believe that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that we use internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing our operating performance.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, same store measures, EBITDA and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.

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The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
	(in thousands)												(in thousands)
Net income	$	31,806		$	25,573		$	34,124		$	10,911		$	14,479		$	31,806		$	11,952		$	34,124
Interest and other financing expenses, net		7,339			11,997			23,314			40,614			20,160			7,339			33,762			23,314
Income tax expense		9,157			8,212			10,162			7,490			5,014			9,157			2,856			10,162
Depreciation and amortization		24,353			25,273			48,989			49,515			32,837			24,353			61,236			48,989
EBITDA		72,655			71,055			116,589			108,530			72,490			72,655			109,806			116,589
Non-cash rent expense (a)		1,791			1,578			3,737			3,349			3,760			1,791			6,558			3,737
Acquisition costs (b)		823			1,988			1,504			2,599			3,277			823			6,853			1,504
Loss (gain) on disposal of assets and impairment charges (c)		1,207			(400	)		1,971			975
Loss on disposal of assets and impairment charges (c)														2,991			1,207			3,278			1,971
Share-based compensation expense (d)		3,108			1,488			5,882			2,514			4,555			3,108			8,624			5,882
Income from equity investment (e)		(28	)		(26	)		(37	)		(20	)
Loss (income) from equity investment (e)														27			(28	)		63			(37	)
Adjustment to contingent consideration (f)		(526	)		—			(526	)		—			(922	)		(526	)		(1,624	)		(526	)
Other (g)		15			34			33			73			64			15			168			33
Adjusted EBITDA	$	79,045		$	75,717		$	129,153		$	118,020		$	86,242		$	79,045		$	133,726		$	129,153

(a)

Eliminates the non-cash portion of rent, which reflects the extent to which our GAAP rent expense recognized exceeds (or is less than) our cash rent payments. The GAAP rent expense adjustment can vary depending on the terms of our lease portfolio, which has been impacted by our recent acquisitions. For newer leases, our rent expense recognized typically exceeds our cash rent payments, while for more mature leases, rent expense recognized is typically less than our cash rent payments.

(b)

Eliminates costs incurred that are directly attributable to historical business acquisitions and salaries of employees whose primary job function is to execute our acquisition strategy and facilitate integration of acquired operations.

(c)

Eliminates the non-cash loss (gain) from the sale of property and equipment, the loss (gain) recognized upon the sale of related leased assets and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites.

(d)

Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate our employees, certain non-employees, and members of our ~~Board.~~board of directors (the “Board”).

(e)

Eliminates our share of loss (income) ~~loss~~ attributable to our unconsolidated equity investment.

(f)

Eliminates fair value adjustments to the contingent consideration owed to the seller for the 2020 acquisition of Empire.

(g)

Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations, availability under our credit facilities and our cash balances. Our principal liquidity requirements are the financing of current operations, funding capital expenditures, including acquisitions, and servicing debt. We finance our inventory purchases primarily from customary trade credit aided by relatively rapid inventory turnover, as well as cash generated from operations. ~~This~~Rapid inventory turnover allows us to conduct operations without the need for large amounts of cash and working capital. We largely rely on internally generated cash flows and borrowings, which we believe are sufficient to meet our liquidity needs for the foreseeable future.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, as well as the cost of acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions, or other events may cause us to seek additional debt or equity financing in future periods. Additional debt financing could impose increased cash payment obligations, as well as covenants that may restrict our operations. There can be no guarantee that financing will be available on acceptable terms or at all. ~~Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.~~

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As of June 30, ~~2022,~~2023, we were in a strong liquidity position of approximately ~~$727~~$822 million, consisting of approximately $220 million of cash and ~~short-term investments of approximately $282 million~~cash equivalents and approximately ~~$445~~$602 million of availability under our lines of credit. This liquidity position currently provides us with adequate funding to satisfy our contractual and other obligations from our existing cash balances. As of June 30, ~~2022,~~2023, we had no outstanding borrowings under our ~~$140.0~~$140 million PNC Line of Credit (as defined below), ~~$12.3~~$7.7 million of unused availability under the M&T equipment line of credit, described below, and ~~$301.0~~$461.2 million of unused availability under our ~~$500.0~~$800 million Capital One Line of Credit (as defined below), which ~~we can seek~~may increase to ~~increase up to $700.0 million,~~$1.0 billion, subject to obtaining additional financing commitments from current lenders or other banks, and subject to certain other terms. ~~In July 2022, we financed the Quarles Acquisition utilizing approximately $40.0 million under the Capital One Line of Credit.~~

InThe Board declared, and the ~~third quarter~~Company paid, dividends of ~~2022, we plan to fully repay GPMP’s term loan with PNC, which is secured by U.S. Treasuries equal to~~$0.03 per share of common stock on both March 21, 2023 and June 1, 2023, totaling approximately ~~98% of~~$7.2 million. Additionally, the ~~outstanding principal amount of such term loan, by utilizing proceeds from the sale of those securities and other cash on hand.~~

~~Our board of directors (the “Board”)~~Board declared a quarterly dividend of $0.02 per share of common stock, paid on March 29, 2022 to stockholders of record as of March 15, 2022, totaling approximately $2.5 million and declared a quarterly dividend of $0.02 per share of common stock, paid on June 15, 2022 to stockholders of record as of May 31, 2022, totaling approximately $2.4 million. Our Board also declared a quarterly dividend of $0.02$0.03 per share of common stock, to be paid on September ~~12, 2022~~1, 2023 to stockholders of record as of August ~~29, 2022.~~15, 2023. The amount and timing of dividends payable on our common stock are within the sole discretion of our Board, which will evaluate dividend payments within the context of our overall capital allocation strategy on an ongoing basis, giving consideration to our current and forecast earnings, financial condition, cash requirements and other factors. There can be no assurance that we will continue to pay such dividends or the amounts of such dividends.

In ~~February 2022,~~May 2023, we ~~also~~ announced that our Board ~~had~~ authorized aan increase to our share repurchase program ~~for~~from $50.0 million to up to an aggregate of ~~$50~~$100.0 million of our outstanding shares of common stock. During the six months ended June 30, ~~2022,~~2023, we repurchased approximately ~~4.5~~1.6 million shares of common stock under the repurchase program for approximately ~~$39.0~~$11.9 million, or an average share price of ~~$8.60.~~$7.57. The share repurchase program does not have a stated expiration date. Whether and the extent to which we repurchase shares depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors management may deem relevant. The timing, volume, and nature of repurchases are subject to market conditions, applicable securities laws, and other factors, and the program may be amended, suspended or discontinued at any time. Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c)of the Exchange Act, privately negotiated transactions, pursuant to accelerated share repurchase agreements entered into with one or more counterparties, or otherwise.

To date, we have funded capital expenditures primarily through funds generated from operations, funds received from vendors, sale-leaseback transactions, the issuance of debt, and existing cash. Future capital required to finance operations, acquisitions, and raze-and-rebuild, functionally and fully remodel and update stores is expected to come from cash on hand, cash generated by operations, availability under lines of credit, and additional long-term debt and equipment leases, as circumstances may dictate. In both the short-term and long-term, we currently expect that our capital spending program will be primarily focused on expanding our store base through acquisitions, razing-and-rebuilding, remodeling and updating stores, and maintaining our owned properties and equipment, including upgrading all fuel dispensers to be EMV-compliant. We expect to spend a total of approximately ~~$16~~$8 million in the current year ~~and in 2023~~ to upgrade substantially all our fuel dispensers to be EMV-compliant. We do not expect such capital needs to adversely affect liquidity.

Cash Flows for the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

Net cash provided by (used in) operating activities, investing activities and financing activities for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 were as follows:


	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2023			2022
	(in thousands)						(in thousands)
Net cash provided by (used in):
Operating activities	$	72,162		$	59,017		$	45,986		$	72,162
Investing activities		(22,602	)		(90,281	)		(235,224	)		(22,602	)
Financing activities		(59,381	)		(35,339	)		107,768			(59,381	)
Effect of exchange rates		(121	)		(1,438	)		(21	)		(121	)
Total	$	(9,942	)	$	(68,041	)	$	(81,491	)	$	(9,942	)

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Operating Activities

Cash flows provided by operations are our main source of liquidity. We have historically relied primarily on cash provided by operating activities, supplemented as necessary from time to time by borrowings on our credit facilities and other debt or equity transactions to finance our operations and to fund our capital expenditures. Cash flow provided by operating activities is primarily impacted by our net income and changes in working capital.

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For the six months ended June 30, ~~2022,~~2023, cash flows provided by operating activities ~~was $72.2~~were $46.0 million compared to ~~$59.0~~$72.2 millionfor the six months ended June 30, ~~2021.~~2022. The ~~increase~~decrease was primarily the result of approximately ~~$2.9~~$6.5 million of ~~lower~~higher net interest payments, approximately $15.6 million of higher net tax payments ~~approximately $2.4 million of lower net interest payments~~ and ~~an increase~~the investment in ~~Adjusted EBITDA primarily generated from an increase in merchandise and fuel contribution at same stores as well as~~working capital associated with the ~~2021 Acquisitions,~~WTG Acquisition, which was partially offset by ~~changes~~an increase in ~~working capital primarily as a result of higher fuel costs.~~Adjusted EBITDA.

Investing Activities

Cash flows used in investing activities primarily reflect capital expenditures for acquisitions and replacing and maintaining existing facilities and equipment used in the business.

For the six months ended June 30, ~~2022,~~2023, cash used in investing activities ~~decreased~~increased by ~~$67.7~~$212.6 million compared to the six months ended June 30, ~~2021.~~2022. For the six months ended June 30, ~~2022,~~2023, we spent ~~$45.2~~$50.0 million for capital expenditures, including the purchase of certain fee properties, ~~bean-to-cup coffee equipment,~~ upgrades to fuel dispensers and other investments in our ~~stores, and~~stores. The net consideration paid ~~a $5.0 million deposit~~ for the ~~Quarles Acquisition,~~recent acquisitions was $481.6 million, which ~~was partially offset by a $27.1~~included $373.0 million ~~decrease in short-term investments converted into cash on hand. For the six months ended June 30, 2021, we spent $32.6million for capital expenditures and a net amount of $59.2 million for the acquisition of ExpressStop (the “ExpressStop Acquisition”), net of the proceeds~~ paid by ~~one of the real estate funds involved in the transaction. The proceeds paid from a second real estate fund involved in the ExpressStop Acquisition of $43.6 million were included in financing activity,~~Oak Street, reflecting aour net cash outflow ~~on the ExpressStop Acquisition~~ of ~~$15.6 million for the six months ended June 30, 2021.~~$108.6 million.

Financing Activities

Cash flows from financing activities primarily consist of increases and decreases in the principal amount of our lines of credit and debt, distributions to non-controlling interests and issuance of common and preferred stock, net of dividends paid and common stock repurchases.

For the six months ended June 30, ~~2022,~~2023, financing activities consisted primarily of net ~~payments~~receipts of ~~$6.1~~$63.7 million for long-term debt, $80.4 million of consideration paid by Oak Street related to the 2023 Acquisitions, which transactions with Oak Street were accounted for as sale-leasebacks (see Note 3 to our condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q), payment of $9.8 million for the Ares Put Option, repayments of ~~$3.3~~$2.9 million for financing leases, ~~$2.1 million for additional consideration payments related to the 2020 Empire acquisition, $4.9~~$7.2 million for dividend payments on common stock, $2.9 million for dividend payments on the Series A redeemable preferred stock and ~~$40.0~~$13.6 million for common stock repurchases. ~~For the six months ended June 30, 2021, financing activities consisted primarily of net payments of $67.0 million~~for long-term debt, including the early redemption of the Bonds (Series C), repayments of $4.0 million for financing leases, $3.0 million for dividend payments on the Series A redeemable preferred stock and $4.8 million of issuance costs related to the 2020 merger transaction, which were offset by $43.6 million in consideration paid by a real estate fund for the ExpressStop Acquisition.

Credit Facilities and Senior Notes

Senior Notes

~~On October 21, 2021, the~~The Company ~~completed a private offering of~~has $450 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”). The Senior Notes are guaranteed, on an unsecured senior basis, by certain of the Company’s wholly owned domestic subsidiaries (the “Guarantors”). The indenture governing the Senior Notes contains customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) place limitations on distributions from certain subsidiaries, (iv) issue or sell the capital stock of certain subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates, (vii) effect mergers and (viii) incur indebtedness. The Senior Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsubordinated indebtedness and are effectively subordinated to all of the Company’s and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and are structurally subordinated to any existing and future obligations of subsidiaries of the Company that are not Guarantors.

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Financing ~~agreements~~Agreement with PNC

GPM and certain subsidiaries have a financing arrangement ~~(the~~(as amended, the “PNC Credit Agreement”) with PNC Bank National Association (“PNC”) to provide ~~term loans as well as~~ a line of credit with an aggregate principal amount of up to $140 million for purposes of financing working capital (the “PNC Line of Credit”). ~~The PNC Line of Credit has an aggregate principal amount of up to $140 million.~~

The PNC Line of Credit bears interest, as elected by GPM at: (a) ~~LIBOR~~SOFR Adjusted plus Term SOFR (as defined in the agreement) plus a margin of 1.25% to 1.75% or (b) a rate per annum equal to the alternate base rate (as defined in the agreement) plus a margin of ~~0.5%, which is equal~~0% to ~~the greatest of (i) the PNC base rate, (ii) the overnight bank funding rate plus 0.5%, and (iii) LIBOR plus 1.0%, subject to the definitions set in the agreement.~~0.50%. Every quarter, the ~~LIBOR~~SOFR margin rate and the alternate base rate margin rate are updated based on the quarterly average undrawn availability of the line of credit.

The calculation of the availability under the PNC Line of Credit is determined monthly subject to terms and limitations as set forth in the PNC Credit Agreement, taking into account the balances of receivables, inventory and letters of credit, among other things. As of June 30, ~~2022, $6.4~~2023, $7.3 million of letters of credit were outstanding under the PNC Credit Agreement.

GPMP also has a term loan with PNC in the total amount of $32.4 million (the “GPMP PNC Term Loan”). The GPMP PNC Term Loan is secured by U.S. Treasury or other investment grade securities equal to approximately 98% of the outstanding principal amount of the GPMP PNC Term Loan. The Company plans to fully repay this term loan in the third quarter of 2022 utilizing proceeds from the sale of these securities and other cash on hand.

Financing ~~agreements~~Agreements with M&T Bank

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GPM has a financing arrangement with M&T Bank to provide a three-year $20.0 million line of credit for purchases of equipment, which line may be borrowed in tranches, as described below, and an aggregate principal amount of $35.0 million of a real estate loan (the “M&T Term Loan”). As of June 30, ~~2022,~~2023, approximately ~~$12.3~~$7.7 million remained available under the line of credit.

Each additional equipment loan tranche will have a three-year term, payable in equal monthly payments of principal plus interest, and will accrue a fixed rate of interest equal to M&T Bank’s three-year cost of funds as of the applicable date of such tranche, plus 3.00%. The M&T Term Loan bears interest at ~~LIBOR~~SOFR Adjusted (as defined in the agreement) plus 3.00%, ~~mature~~matures in June 2026 and is payable in monthly installments based on a fifteen-year amortization schedule, with the balance of the loan payable at maturity.

Financing agreement with a syndicate of banks led by Capital One, National Association (“Capital One”)

GPMP has a revolving credit facility with a syndicate of banks led by Capital One, National Association, in an aggregate principal amount of up to ~~$500~~$800 million (the “Capital One Line of Credit”). At GPMP’s request, the Capital One Line of Credit can be increased up to ~~$700 million,~~$1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain terms as detailed in the Capital One Line of Credit. The revolving credit facility matures on May 5, 2028. As of June 30, ~~2022,~~2023, approximately ~~$198.3~~$338.3 million was drawn on the Capital One Line of Credit, and approximately ~~$301.0~~$461.2 million was available thereunder. ~~In July 2022, we financed the Quarles Acquisition utilizing approximately $40.0 million under the Capital One Line of Credit.~~

The Capital One Line of Credit bears interest, as elected by GPMP at: (a) ~~LIBOR~~Adjusted Term SOFR (as defined in the agreement) plus a margin of 2.25% to 3.25% or (b) a rate per annum equal to the alternate base rate (as defined in the agreement) plus a margin of 1.25% to 2.25%~~, which is equal to the greatest of (i) Capital One’s prime rate, (ii) the one-month LIBOR plus 1.0%, and (iii) the federal funds rate plus 0.5%, subject to the definitions set in the agreement.~~. The margin is determined according to a formula in the Capital One Line of Credit that depends on GPMP’s leverage. As of June 30, ~~2022, $0.7~~2023, $0.5 million of letters of credit were outstanding under the Capital One Line of Credit.

Critical Accounting Policies and Estimates

For the six months ended June 30, ~~2022,~~2023, there were no material changes to our critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 that have had a material impact on our condensed consolidated financial statements and related notes.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Commodity Price Risk

We have limited exposure to commodity price risk as a result of the payment and volume-related discounts in certain of our fuel supply contracts with our fuel suppliers, which are based on the market price of motor fuel. Significant increases in fuel prices could result in significant increases in the retail price of fuel and in lower sales to consumers and ~~independent~~ dealers. When fuel prices rise, some of our ~~independent~~ dealers may have insufficient credit to purchase fuel from us at their historical volumes. In addition,

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significant and persistent increases in the retail price of fuel could also diminish consumer demand, which could subsequently diminish the volume of fuel we distribute. A significant percentage of our sales are made with the use of credit cards. Because the interchange fees we pay when credit cards are used to make purchases are based on transaction amounts, higher fuel prices at the pump and higher gallon movements result in higher credit card expenses. These additional fees increase operating expenses. ~~Prior to the Quarles Acquisition, we did not engage in any fuel price hedging.~~ In connection with the Quarles Acquisition, we ~~have made~~began to make use of derivative commodity instruments to manage risks associated with an immaterial number of ~~existing or anticipated transactions~~gallons designed to offset changes in the price of fuel that are directly tied to ~~physical sales of the product.~~firm commitments to purchase diesel fuel.

Interest Rate Risk

We may be subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management activities. The Senior Notes bear a fixed interest rate, therefore, an increase or decrease in prevailing interest rates has no impact on our debt service for the Senior Notes. As of June 30, 2023, the interest rate on our Capital One Line of Credit was 7.7% and the interest rate on our M&T Term Loan was 8.3%. As of June 30, 2022, the interest rate on our Capital One Line of Credit was 3.6%~~, the interest rate on our GPMP PNC Term Loan was 1.7%~~ and the interest rate on our M&T Term Loan was 4.8%. As of June 30, ~~2021, the interest rate on our Capital One Line of Credit was 3.34% and the interest rate on our GPMP PNC Term Loan was 0.6%. As of June 30, 2022,~~2023, approximately ~~36%~~44% of our debt bore interest at variable rates, therefore, our exposure was ~~relatively~~marginally low. If our applicable interest rates increase by 1%, then our debt service on an annual basis would increase by approximately ~~$2.6~~$3.7 million. Interest rates on commercial bank borrowings and debt offerings could be higher than current levels, causing our ~~financial~~financing costs to increase accordingly. Although this could limit our ability to raise funds in the debt capital markets, we expect to remain competitive with respect to acquisitions and capital projects, as our competitors would likely face similar circumstances.

In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. However, in March 2021, the Ice Benchmark Administration announced that it will continue to publish the U.S. overnight, one-month, three-month, six-monthItem 4. Controls and 12-month LIBOR through at least June 30, 2023. In July 2021, the Alternative Reference Rates Committee formally recommended the use of the CME’s Group’s forward-looking Secured Overnight Financing Rate as a replacement to LIBOR. Most of our credit agreements were entered into in the past few years. Such credit agreements, as amended, include mechanisms pursuant to which the underlying interest rates will be determined according to an alternative index replacing LIBOR, as customary in the market at such time.Procedures

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~~Item 4. Controls and Procedures~~

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on ~~this~~management’s evaluation, ~~management~~our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, ~~2022.~~2023.

Changes to the Company’s Internal Control Over Financial Reporting

There have been no changes to the Company’s internal control over financial reporting that occurred during the calendar quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

During the reporting period covered by this Quarterly Report on Form 10-Q, there have been no material changes to the description of legal proceedings as set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 1A. Risk Factors

During the reporting period covered by this Quarterly Report on Form 10-Q, there have been no material changes to our risk factors as set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents our share repurchase activity for the quarter ended June 30, ~~2022~~2023 (dollars in thousands, except per share amounts):

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (1)

April 1, 2022 to April 30, 2022

853,313

$
9.27

853,313

$
30,049

May 1, 2022 to May 31, 2022

1,569,486

8.31

1,569,486

17,004

June 1, 2022 to June 30, 2022

692,732

8.66

692,732

11,007

Total

3,115,531

$
8.65

3,115,531

$
11,007


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (1)

April 1, 2023 to April 30, 2023		—	$	—		—	$	10,295
May 1, 2023 to May 31, 2023		642,461		7.36		642,461		55,566
June 1, 2023 to June 30, 2023		844,888		7.69		844,888		49,071
Total		1,487,349	$	7.55		1,487,349	$	49,071

1(1)

All of the above repurchases were made on the open market at prevailing market rates plus related expenses under our stock repurchase program, which ~~authorized~~authorizes the repurchase of up to ~~$50~~$100 million of our common stock. We publicly announced this program on February 23, ~~2022.~~

2022 and announced the increased amount authorized to be repurchased on May 16, 2023.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

~~None.~~During the three months ended June 30, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement”, as defined in Item 408 of Regulation S-K.

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Item 6. Exhibits


Exhibit 3.1		Composite Amended and Restated Certificate of Incorporation of ARKO Corp.

Exhibit ~~10.1~~10.1+		~~First Amendment to Standby Real Estate Purchase, Designation~~Second Amended and ~~Lease Program,~~Restated Credit Agreement, dated ~~as of April 7, 2022,~~May 5, 2023, by and ~~between~~among GPM ~~Investments, LLC~~Petroleum LP, the guarantors party thereto, Capital One, National Association, and ~~GPM Portfolio Owner LLC.~~the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on ~~April 13, 2022)~~May 8, 2023).

Exhibit 10.2*+		~~Sixth~~Third Amendment dated as of May 2, 2023 to Standby Real Estate Purchase, Designation and ~~Joinder to Third Amended, Restated and Consolidated Revolving Credit and Security Agreement, dated July 22, 2022,~~Lease Program by and ~~among~~between GPM Investments, LLC and ~~certain of its subsidiaries as other borrowers~~GPM Portfolio Owner LLC and ~~guarantors thereto,~~Oak Street Real Estate Capital Fund VI OP, LP (incorporated by reference to Exhibit 10.2 to the ~~lenders party thereto and PNC Bank, National Association.~~Current Report on Form 8-K, filed on May 8, 2023).

Exhibit 31.1		Certification by Arie Kotler, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, ~~2022.~~2023.

Exhibit 31.2		Certification by Donald Bassell, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, ~~2022.~~2023.

Exhibit 32.1		Certification by Arie Kotler, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, ~~2022.~~2023.

Exhibit 32.2		Certification by Donald Bassell, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, ~~2022.~~2023.

101		The following financial statements from the Company’s Form 10-Q for the quarter ended June 30, ~~2022,~~2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*+ Pursuant to Item 601(a)(5) of Regulation S-K, ~~certain~~ schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise ~~discussed~~disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.”

41* Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and such portions are not material. The Company will supplementally provide a copy of an unredacted copy of this exhibit to the U.S. Securities and Exchange Commission or its staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: August ~~8, 2022~~7, 2023		ARKO Corp.

	By:	/s/ Arie Kotler
	Name:	Arie Kotler
	Title:	~~Chairman,~~ President, ~~and~~ Chief Executive Officer and Chairman of the Board
		(on behalf of the Registrant and as Principal Executive Officer)

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	Stock Options		Restricted Stock Units
	(in thousands)
Options Outstanding/Nonvested RSUs, December 31, 2021		126		1,606
Granted		771		1,902
Options Exercised/RSUs released		0		(374	)
Forfeited		0		(19	)
Options Outstanding/Nonvested RSUs, June 30, 2022		897		3,115


Weighted average fair value	$	2.70
Weighted average exercise price	$	9.11
Remaining average contractual term (years)		9.7