ARKO Corp. Annual report pursuant to Section 13 and 15(d)

Summary of Pro Forma Results of Operations

The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred on January 1, 2020 nor is it indicative of future results.


	For the Year Ended December 31,
	2022		2021		2020
	(unaudited)
	(in thousands)
Total revenue	$	9,907,002	$	8,451,919	$	6,502,948
Net income		80,260		61,872		55,020

Summary of Details of Business Combination


	Amount
	(in thousands)
Fair value of consideration transferred:
Cash	$	14,847
GPMP Capital One Line of Credit		40,000
Liability resulting from contingent consideration		826
Consideration provided by Oak Street		129,316
Total consideration	$	184,989
Assets acquired and liabilities:
Inventory	$	12,300
Other assets		1,181
Property and equipment, net		146,055
Right-of-use assets under operating leases		32,916
Intangible assets		30,010
Environmental receivables		8
Total assets		222,470
Other liabilities		(1,168	)
Environmental liabilities		(316	)
Asset retirement obligations		(5,195	)
Operating leases		(30,802	)
Total liabilities		(37,481	)
Total identifiable net assets		184,989
Goodwill	$	-

Consideration paid in cash	$	54,847
Consideration provided by Oak Street		129,316
Net cash outflow	$	184,163

Summary of Details of Business Combination

The details of the Pride Acquisition were as follows:


	Amount
	(in thousands)
Fair value of consideration transferred:
Cash	$	10,669
GPMP Capital One Line of Credit		20,000
Payable to Pride Parent, LLC		3,055
Consideration provided by Oak Street		201,654
Total consideration	$	235,378
Assets acquired and liabilities:
Cash and cash equivalents	$	3,591
Trade receivables		6,228
Inventory		5,126
Other assets		951
Property and equipment		204,581
Right-of-use assets under operating leases		2,245
Intangible assets		1,824
Environmental receivables		42
Deferred tax asset		6,527
Total assets		231,115
Accounts payable		(11,073	)
Other liabilities		(1,259	)
Environmental liabilities		(70	)
Asset retirement obligations		(675	)
Operating leases		(2,245	)
Total liabilities		(15,322	)
Total identifiable net assets		215,793
Goodwill	$	19,585

Consideration paid in cash by the Company	$	30,669
Consideration provided by Oak Street		201,654
Less: cash and cash equivalent balances acquired		(3,591	)
Net cash outflow	$	228,732

Summary of Details of Business Combination

The details of the business combination were as follows:


	Amount
	(in thousands)
Fair value of consideration transferred:
Cash	$	16,191
Consideration provided by the Real Estate Funds		78,496
Total consideration	$	94,687
Assets acquired and liabilities:
Cash and cash equivalents	$	258
Inventory		7,507
Other assets		326
Property and equipment		76,550
Intangible assets		2,740
Environmental receivables		46
Deferred tax asset		2,435
Total assets		89,862
Other liabilities		(213	)
Environmental liabilities		(70	)
Asset retirement obligations		(2,448	)
Total liabilities		(2,731	)
Total identifiable net assets		87,131
Goodwill	$	7,556

Consideration paid in cash by the Company	$	16,191
Consideration provided by the Real Estate Funds		78,496
Less: cash and cash equivalent balances acquired		(258	)
Net cash outflow	$	94,429

Summary of Details of Business Combination

The details of the business combination were as follows:


	Amount
	(in thousands)
Fair value of consideration transferred:
Cash	$	17,626
Consideration provided by Oak Street		93,202
Total consideration	$	110,828
Assets acquired and liabilities:
Cash and cash equivalents	$	50
Inventory		4,754
Other assets		671
Property and equipment		105,824
Right-of-use assets under operating leases		12,047
Intangible assets		1,290
Total assets		124,636
Other liabilities		(437	)
Environmental liabilities		(40	)
Asset retirement obligations		(1,348	)
Operating leases		(12,047	)
Total liabilities		(13,872	)
Total identifiable net assets		110,764
Goodwill	$	64

Consideration paid in cash by the Company	$	17,626
Consideration provided by Oak Street		93,202
Less: cash and cash equivalent balances acquired		(50	)
Net cash outflow	$	110,778

Summary of Details of Business Combination

The details of the business combination were as follows:


	Amount
	(in thousands)
Fair value of consideration transferred:
Cash	$	11,790
GPMP Capital One Line of Credit		350,000
Liability resulting from Additional Consideration		17,560
Liability resulting from Contingent Consideration		7,205
Total consideration	$	386,555
Assets acquired and liabilities:
Cash and cash equivalents	$	174
Inventory		12,464
Other assets		4,898
Property and equipment		109,317
Right-of-use assets under operating leases		210,352
Right-of-use assets under financing leases		15,120
Wholesale fuel supply contracts		194,000
Option to acquire ownership rights		8,446
Other intangible assets		750
Environmental receivables		491
Deferred tax asset		11,459
Total assets		567,471
Other liabilities		(4,753	)
Environmental liabilities		(1,278	)
Asset retirement obligations		(15,168	)
Operating leases		(202,500	)
Financing leases		(13,357	)
Total liabilities		(237,056	)
Total identifiable net assets		330,415
Goodwill	$	56,140

Consideration paid in cash	$	361,790
Less: cash and cash equivalent balances acquired		(174	)
Net cash outflow	$	361,616

Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)