ARKO Corp. Goodwill & Intangibles Disclosure
10. Goodwill and Intangible Assets
Goodwill
The Company reports revenue and operating results for its operating segments: retail, wholesale, fleet fueling and GPMP (see Note 24 for a description of these operating segments). The following summarizes the activity in goodwill, by segment:
|
|
Retail |
|
|
GPMP |
|
|
Total |
|
|||
|
|
(in thousands) |
|
|||||||||
Beginning balance, January 1, 2024 |
|
$ |
17,752 |
|
|
$ |
274,421 |
|
|
$ |
292,173 |
|
Goodwill adjustment – WTG Acquisition |
|
|
— |
|
|
|
7,800 |
|
|
|
7,800 |
|
Ending balance, December 31, 2024 and 2025 |
|
$ |
17,752 |
|
|
$ |
282,221 |
|
|
$ |
299,973 |
|
Intangible Assets, Net
Intangible assets consisted of the following:
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Wholesale fuel supply agreements |
|
$ |
219,082 |
|
|
$ |
219,082 |
|
Trade names |
|
|
39,312 |
|
|
|
39,401 |
|
Options to acquire ownership rights |
|
|
1,315 |
|
|
|
1,315 |
|
Non-contractual customer relationships |
|
|
38,520 |
|
|
|
38,520 |
|
Other intangibles |
|
|
21,796 |
|
|
|
21,713 |
|
Accumulated amortization – Wholesale fuel supply agreements |
|
|
(97,250 |
) |
|
|
(78,338 |
) |
Accumulated amortization – Trade names |
|
|
(37,393 |
) |
|
|
(36,196 |
) |
Accumulated amortization – Options to acquire ownership rights |
|
|
(817 |
) |
|
|
(685 |
) |
Accumulated amortization – Non-contractual customer relationships |
|
|
(6,026 |
) |
|
|
(4,100 |
) |
Accumulated amortization – Other intangibles |
|
|
(18,403 |
) |
|
|
(18,357 |
) |
|
|
$ |
160,136 |
|
|
$ |
182,355 |
|
Franchise rights and liquor licenses of $2.9 million and $2.8 million as of December 31, 2025 and 2024, respectively, were not being amortized.
Amortization expense related to definite lived intangible assets was $22.2 million, $22.4 million and $23.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Estimated amortization expense for each of the next five years and thereafter is expected to be as follows:
Future Amortization Expense |
|
Amount |
|
|
|
|
(in thousands) |
|
|
2026 |
|
$ |
21,848 |
|
2027 |
|
|
20,591 |
|
2028 |
|
|
20,125 |
|
2029 |
|
|
19,907 |
|
2030 |
|
|
19,773 |
|
Thereafter |
|
|
55,000 |
|
|
|
$ |
157,244 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 25, 2022 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.