ARKO (ARKO) risk factors, FY2024 10-K

Risks Related to Our Business and Industry

1. 01Changes in economic conditions, tax or trade policy, and consumer confidence in the U.S. could materially adversely affect our business
2. 02If our acquisitions or divestitures are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted
3. 03possible adverse effects on our reported results of operations or financial position
4. 04We may be unable to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions, which could adversely affect the expected benefits from our acquisitions and our results of operations and financial condition
5. 05If our conversion of certain retail stores within our retail segment to dealer sites within our wholesale segment does not result in the anticipated benefits of such conversion, then our growth may be negatively impacted and could adversely affect our results of operations and financial condition
6. 06Our future growth depends on our ability to successfully implement our growth strategies, a part of which consists of upgrading and remodeling our convenience stores and constructing NTI stores
7. 07Significant changes in current consumption of cigarettes and other tobacco products and related regulations and litigation could materially adversely affect our business
8. 08Our financial condition and results of operations are influenced by changes in the wholesale prices of motor fuel, which may materially adversely impact our sales, operations, customers’ financial condition and the availability of trade credit
9. 09Significant changes in demand for fuel-based modes of transportation and for trucking services could materially adversely affect our business
10. 10We operate in a highly competitive, fragmented industry characterized by many similar competing products and services, and our inability to successfully compete could have a material adverse effect on our business
11. 11Negative events or developments associated with branded motor fuel suppliers could have a material adverse impact on our revenues
12. 12A significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these agreements, then our results of operations and financial condition could be adversely affected
13. 13The 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, which could have a material adverse effect on our business
14. 14cross-drops, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others
15. 15Failure to comply with applicable laws and regulations could result in liabilities, penalties, costs, or license suspension or revocation that could have a material adverse effect on our business
16. 16We are subject to extensive tax liabilities imposed by multiple jurisdictions that potentially have a material adverse effect on our financial condition and results of operations
17. 17We rely on a large number of store employees. If we do not effectively manage our workforce, our labor costs and results of operations could be adversely affected
18. 18The loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel could materially adversely affect our business
19. 19Unfavorable weather conditions could adversely affect our business
20. 20We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations
21. 21Significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data could materially adversely affect our business
22. 22We are subject to 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 could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business
23. 23Our business could suffer if we fail to adequately secure, maintain, and enforce our intellectual property rights
24. 24Our operations present risks which may not be fully covered by insurance
25. 25Our variable rate debt could adversely affect our financial condition and results of operations
26. 26The agreements governing our indebtedness contain various restrictions and financial covenants that may restrict our business and financing activities

Risks Related to Our Organizational Structure and Securities

1. 27Our corporate structure includes Israeli entities that may expose us to additional tax liabilities
2. 28Our amended and restated certificate of incorporation designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
3. 29The majority of our common stock is held by a limited number of stockholders and their interests may conflict with yours in the future
4. 30The market price and trading volume of our common stock has been and may be volatile and could decline significantly
5. 31Sales of a substantial number of shares of our common stock in the public market could cause the price of our common stock to decline
6. 32We may not continue to declare cash dividends or may reduce the amount of cash dividends in the future