Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39828 | |
Entity Registrant Name | ARKO Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2784337 | |
Entity Address, Address Line One | 8565 Magellan Parkway | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23227-1150 | |
City Area Code | 804 | |
Local Phone Number | 730-1568 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 120,074,542 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001823794 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | ARKO | |
Security Exchange Name | NASDAQ | |
ARKO warrants [Member} | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | ARKOW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 248,518 | $ 252,141 |
Restricted cash | 14,083 | 20,402 |
Short-term investments | 33,927 | 58,807 |
Trade receivables, net | 93,482 | 62,342 |
Inventory | 233,612 | 197,836 |
Other current assets | 83,298 | 92,095 |
Total current assets | 706,920 | 683,623 |
Non-current assets: | ||
Property and equipment, net | 561,982 | 548,969 |
Right-of-use assets under operating leases | 1,043,533 | 1,064,982 |
Right-of-use assets under financing leases, net | 188,558 | 192,378 |
Goodwill | 197,742 | 197,648 |
Intangible assets, net | 176,155 | 185,993 |
Equity investment | 3,035 | 2,998 |
Deferred tax asset | 40,094 | 41,047 |
Other non-current assets | 31,749 | 24,637 |
Total assets | 2,949,768 | 2,942,275 |
Current liabilities: | ||
Long-term debt, current portion | 39,391 | 40,384 |
Accounts payable | 221,048 | 172,918 |
Other current liabilities | 134,227 | 137,488 |
Operating leases, current portion | 54,004 | 51,261 |
Financing leases, current portion | 6,037 | 6,383 |
Total current liabilities | 454,707 | 408,434 |
Non-current liabilities: | ||
Long-term debt, net | 675,102 | 676,625 |
Asset retirement obligation | 58,614 | 58,021 |
Operating leases | 1,056,351 | 1,076,905 |
Financing leases | 228,800 | 229,215 |
Deferred tax liability | 4,264 | 2,546 |
Other non-current liabilities | 126,147 | 136,853 |
Total liabilities | 2,603,985 | 2,588,599 |
Commitments and contingencies - see Note 10 | ||
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 and outstanding: 124,727 and 124,428 shares, respectively | 12 | 12 |
Treasury stock, at cost - 4,652 and 0 shares, respectively | (40,038) | 0 |
Additional paid-in capital | 223,557 | 217,675 |
Accumulated other comprehensive income | 9,119 | 9,119 |
Retained earnings | 52,898 | 26,646 |
Total shareholders' equity | 245,548 | 253,452 |
Non-controlling interest | 235 | 224 |
Total equity | 245,783 | 253,676 |
Total liabilities, redeemable preferred stock and equity | $ 2,949,768 | $ 2,942,275 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 124,727,000 | 124,428,000 |
Common stock shares outstanding | 120,075,000 | 124,428,000 |
Treasury stock, shares | 4,652,000 | 0 |
Series A Redeemable Temporary Equity [Member] | ||
Temporary equity, par value | $ 0 | $ 0 |
Temporary equity, shares authorized | 1,000,000 | 1,000,000 |
Temporary equity, shares issued | 1,000,000 | 1,000,000 |
Temporary equity, shares outstanding | 1,000,000 | 1,000,000 |
Temporary equity, redemption value | $ 100,000 | $ 100,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
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 expenses | 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 income | 8,997 | 2,601 | 6,710 | 1,695 |
Interest and other financial expenses | (16,336) | (14,598) | (30,024) | (42,309) |
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 |
Net income per share attributable to common shareholders - basic | $ 0.25 | $ 0.19 | $ 0.25 | $ 0.06 |
Net income per share attributable to common shareholders - diluted | $ 0.24 | $ 0.19 | $ 0.25 | $ 0.06 |
Weighted average shares outstanding: | ||||
Basic | 121,529 | 124,428 | 122,909 | 124,395 |
Diluted | 130,558 | 133,032 | 123,245 | 124,543 |
Fuel Revenue [Member] | ||||
Revenues: | ||||
Total revenues | $ 2,085,854 | $ 1,460,763 | $ 3,669,380 | $ 2,563,710 |
Merchandise Revenue [Member] | ||||
Revenues: | ||||
Total revenues | 431,751 | 426,365 | 798,736 | 785,646 |
Other Revenue [Member] | ||||
Revenues: | ||||
Total revenues | $ 22,658 | $ 22,686 | $ 44,958 | $ 44,814 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Parent [Member] |
Balance at Dec. 31, 2020 | $ 191,420 | $ 12 | $ 0 | $ 212,103 | $ 9,119 | $ (29,653) | $ (161) | $ 191,581 |
Balance, shares at Dec. 31, 2020 | 124,132 | |||||||
Share-based compensation | 2,514 | $ 0 | 0 | 2,514 | 0 | 0 | 0 | 2,514 |
Distributions to non-controlling interests | (120) | 0 | 0 | 0 | 0 | 0 | (120) | 0 |
Dividends on redeemable preferred stock | (2,836) | 0 | 0 | 2,836 | 0 | 0 | 0 | 2,836 |
Issuance of shares | 3,000 | $ 0 | 0 | 3,000 | 0 | 0 | 0 | 3,000 |
Issuance of shares, shares | 296 | |||||||
Net income | 10,911 | $ 0 | 0 | 0 | 0 | 10,783 | 128 | 10,783 |
Balance at Jun. 30, 2021 | 204,889 | $ 12 | 0 | 214,781 | 9,119 | (18,870) | (153) | 205,042 |
Balance, shares at Jun. 30, 2021 | 124,428 | |||||||
Balance at Mar. 31, 2021 | 179,322 | $ 12 | 0 | 214,727 | 9,119 | (44,389) | (147) | 179,469 |
Balance, shares at Mar. 31, 2021 | 124,428 | |||||||
Share-based compensation | 1,488 | $ 0 | 0 | 1,488 | 0 | 0 | 1,488 | |
Distributions to non-controlling interests | (60) | 0 | 0 | 0 | 0 | 0 | (60) | 0 |
Dividends on redeemable preferred stock | (1,434) | 0 | 0 | 1,434 | 0 | 0 | 0 | 1,434 |
Net income | 25,573 | 0 | 0 | 0 | 0 | 25,519 | 54 | 25,519 |
Balance at Jun. 30, 2021 | 204,889 | $ 12 | 0 | 214,781 | 9,119 | (18,870) | (153) | 205,042 |
Balance, shares at Jun. 30, 2021 | 124,428 | |||||||
Balance at Dec. 31, 2021 | 253,676 | $ 12 | 217,675 | 9,119 | 26,646 | 224 | 253,452 | |
Balance, shares at Dec. 31, 2021 | 124,428 | |||||||
Common stock repurchased | 0 | |||||||
Common stock repurchased, Shares | 3,115 | |||||||
Vesting of restricted share units | 286 | |||||||
Balance at Mar. 31, 2022 | 241,732 | $ 12 | (13,084) | 220,449 | 9,119 | 24,993 | 243 | 241,489 |
Balance, shares at Mar. 31, 2022 | 123,190 | |||||||
Balance at Dec. 31, 2021 | 253,676 | $ 12 | 217,675 | 9,119 | 26,646 | 224 | 253,452 | |
Balance, shares at Dec. 31, 2021 | 124,428 | |||||||
Share-based compensation | 5,882 | $ 0 | 0 | 5,882 | 0 | 0 | 0 | 5,882 |
Distributions to non-controlling interests | (120) | 0 | 0 | 0 | 0 | 0 | (120) | 0 |
Dividends on redeemable preferred stock | (2,852) | 0 | 0 | 0 | 0 | 2,852 | 0 | 2,852 |
Dividends declared (2 cents per share) | (4,889) | (40,038) | (4,889) | (4,889) | ||||
Common stock repurchased | (40,038) | $ 0 | 0 | 0 | 0 | (40,038) | ||
Common stock repurchased, Shares | (4,652) | |||||||
Issuance of shares | 0 | $ 13 | ||||||
Net income | 34,124 | 0 | 0 | 0 | 0 | 33,993 | 131 | 33,993 |
Balance at Jun. 30, 2022 | 245,783 | $ 12 | (40,038) | 223,557 | 9,119 | 52,898 | 235 | 245,548 |
Balance, shares at Jun. 30, 2022 | 120,075 | |||||||
Balance at Mar. 31, 2022 | 241,732 | $ 12 | (13,084) | 220,449 | 9,119 | 24,993 | 243 | 241,489 |
Balance, shares at Mar. 31, 2022 | 123,190 | |||||||
Share-based compensation | 3,108 | $ 0 | 0 | 3,108 | 0 | 0 | 0 | 3,108 |
Distributions to non-controlling interests | (60) | 0 | 0 | 0 | 0 | 0 | (60) | 0 |
Dividends on redeemable preferred stock | (1,434) | 1,434 | 1,434 | |||||
Dividends declared (2 cents per share) | (2,415) | (2,415) | (2,415) | |||||
Common stock repurchased | (26,954) | (26,954) | (26,954) | |||||
Net income | 31,806 | 31,754 | 52 | 31,754 | ||||
Balance at Jun. 30, 2022 | $ 245,783 | $ 12 | $ (40,038) | $ 223,557 | $ 9,119 | $ 52,898 | $ 235 | $ 245,548 |
Balance, shares at Jun. 30, 2022 | 120,075 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net lncome | $ 34,124 | $ 10,911 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 48,989 | 49,515 |
Deferred income taxes | 2,671 | 2,109 |
Loss on disposal of assets and impairment charges | 1,971 | 975 |
Foreign currency loss (gain) | 228 | (1,143) |
Amortization of deferred financing costs, debt discount and premium | 1,262 | 621 |
Amortization of deferred income | (5,292) | (4,411) |
Accretion of asset retirement obligation | 829 | 834 |
Non-cash rent | 3,737 | 3,349 |
Charges to allowance for credit losses | 351 | 322 |
Income from equity investment | (37) | (20) |
Share-based compensation | 5,882 | 2,514 |
Fair value adjustment of financial assets and liabilities | (6,590) | 9,833 |
Other operating activities, net | 707 | 532 |
Changes in assets and liabilities: | ||
Increase in trade receivables | (31,491) | (21,102) |
Increase in inventory | (35,947) | (11,732) |
Decrease (Increase) in other assets | 7,607 | (4,762) |
Increase in accounts payable | 46,407 | 26,960 |
Decrease in other current liabilities | (11,324) | (6,933) |
Increase (decrease) in asset retirement obligation | (34) | (113) |
Increase in non-current liabilities | 8,112 | 758 |
Net cash provided by operating activities | 72,162 | 59,017 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (45,168) | (32,638) |
Purchase of intangible assets | (125) | (175) |
Proceeds from sale of property and equipment | 7,261 | 36,059 |
Prepayment for quarles acquisition | (5,000) | 0 |
Business acquisitions, net of cash | (6,853) | (93,527) |
Decrease in investments, net | 27,109 | 0 |
Repayment of loans to equity investment | 174 | 0 |
Net cash used in investing activities | (22,602) | (90,281) |
Cash flows from financing activities: | ||
Receipt of long-term debt, net | 0 | 35,056 |
Repayment of debt | (6,093) | (102,074) |
Principal payments on financing leases | (3,304) | (4,013) |
Proceeds from failed sale-leaseback | 0 | 43,569 |
Payment of additional consideration | (2,085) | 0 |
Payment of merger transaction issuance costs | 0 | (4,764) |
Common stock repurchased | (40,038) | 0 |
Dividends paid on common stock | (4,889) | 0 |
Dividends paid on redeemable preferred stock | (2,852) | (2,993) |
Distributions to non-controlling interests | (120) | (120) |
Net cash used in financing activities | (59,381) | (35,339) |
Net decrease in cash and cash equivalents and restricted cash | (9,821) | (66,603) |
Effect of exchange rate on cash and cash equivalents and restricted cash | (121) | (1,438) |
Cash and cash equivalents and restricted cash, beginning of period | 272,543 | 312,977 |
Cash and cash equivalents and restricted cash, end of period | 262,601 | 244,936 |
Reconciliation of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents, beginning of period | 252,141 | 293,666 |
Restricted cash, beginning of period | 20,402 | 16,529 |
Restricted cash with respect to bonds, beginning of period | 0 | 2,782 |
Cash and cash equivalents, end of period | 248,518 | 229,399 |
Restricted cash, end of period | 14,083 | 15,537 |
Supplementary cash flow information: | ||
Cash received for interest | 107 | 99 |
Cash paid for interest | 27,740 | 30,148 |
Cash received for taxes | 78 | 176 |
Cash paid for taxes | 4,797 | 7,797 |
Supplementary noncash activities: | ||
Prepaid insurance premiums financed through notes payable | 2,279 | 4,900 |
Purchases of equipment in accounts payable and accrued expenses | 10,857 | 4,239 |
Purchase of property and equipment under leases | 10,363 | 14,564 |
Disposals of leases of property and equipment | 404 | 3,207 |
Issuance of shares | $ 0 | $ 3,000 |
General
General | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
General | 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”). The Company’s operations are primarily performed by its subsidiary, GPM Investments, LLC (“GPM”), a Delaware limited liability company. GPM is 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 in wholesale activity, which includes the supply of fuel to gas stations operated by third parties. As of June 30, 2022, GPM’s activity included the self-operation of 1,388 sites and the supply of fuel to 1,620 gas stations operated by independent dealers throughout 33 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“U.S.”). The Company has three reporting segments: retail, wholesale, and GPMP. Refer to Note 9 below for further information with respect to the segments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 (“interim financial statements”) 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 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 (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 in 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 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. 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. 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 $ 243.7 million , $ 262.7 million , $ 475.5 million and $ 485.2 million for the three and six months ended June 30, 2022 and 2021, respectively. Refer to Note 9 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 Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard included optional guidance for a limited period of time to help ease the burden in accounting for the effects of reference rate reform. The new standard is effective for all entities through December 31, 2022. The Company has not needed to implement this optional guidance. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt The components of debt were as follows: June 30, December 31, (in thousands) Senior Notes $ 443,268 $ 442,889 PNC term loan 32,401 32,385 M&T debt 40,969 43,392 Capital One line of credit 195,831 195,232 Insurance premium notes 2,024 3,111 Total debt, net $ 714,493 $ 717,009 Less current portion ( 39,391 ) ( 40,384 ) Total long-term debt, net $ 675,102 $ 676,625 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 4. Leases As of June 30, 2022 , the Company leased 1,129 of the convenience stores that it operates, 161 independent dealer locations and certain office and storage spaces, including land and buildings in certain cases . Most of the lease agreements are for 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 For the Six Months 2022 2021 2022 2021 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 3,037 $ 3,410 $ 6,084 $ 6,727 Interest on lease liabilities 4,260 4,374 8,631 8,820 Operating lease costs included in store operating expenses 34,358 32,491 68,653 64,825 Operating lease costs included in general and administrative 351 458 738 854 Lease cost related to variable lease payments, short-term 569 458 1,213 833 Right-of-use asset impairment charges — 412 — 523 Total lease costs $ 42,575 $ 41,603 $ 85,319 $ 82,582 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity | 5. Equity The Company’s board of directors (the “Board”) declared a quarterly dividend of $ 0.02 per share of common stock, which was paid on March 29, 2022 to stockholders of record as of March 15, 2022 , tota ling approximately $ 2.5 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. 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 paid on the common stock, the conversion price of the Company’ s Series A convertible preferred stock has been adjusted from $ 12.00 to $ 11.96 per share, as were the threshold share prices in the Deferred Shares agreement (as defined in Note 8). T he Board declared a quarterly dividend of $ 0.02 per share of common stock, to be paid on September 12, 2022 to stockholders of record as of August 29, 2022 . In February 2022, the Board authorized a share repurchase program for up to an aggregate of $ 50 million of outstanding shares of common stock. The share repurchase program does not have a stated expiration date. In the three and six months ended June 30, 2022 , the Company repurchased approximately 3.1 million and 4.5 million shares of common stock under the repurchase program for approximately $ 27.0 million and $ 39.0 million, or an average share price of $ 8.65 and $ 8.60 , respectively. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 6. 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. The following table summarizes share activity related to stock options and restricted stock units: Stock Restricted (in thousands) Options Outstanding/Nonvested RSUs, December 31, 2021 126 1,606 Granted 771 1,902 Options Exercised/RSUs released — ( 374 ) Forfeited — ( 19 ) Options Outstanding/Nonvested RSUs, June 30, 2022 897 3,115 The following table summarizes the stock options granted in 2022: 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: Expected dividend rate 0.9 % Expected stock price volatility 28.3 % Risk-free interest rate 1.7 % Expected term of options (years) 10.0 The expected stock price volatility is based on the historical volatility of the Company’s peer group’s stock price. 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 the stock option awards were out of the money as of June 30, 2022. 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 , the Company granted a target of 1,120,354 performance-based RSUs with a weighted average grant date fair value of $ 8.35 per share, or $ 9.3 million. The 2022 performance-based RSUs were awarded to certain members of senior management in connection with 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 that will ultimately vest is contingent upon the achievement of these key financial metrics by the end of the performance period. The Company assesses the probability of achieving these metrics on a quarterly basis except for performance-based RSUs with market conditions. For these awards, 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 June 30, 2022 , the Company granted 13,332 shares of common stock to certain members of senior management, with a weighted average grant date fair value of $ 7.58 per share, or $ 0.1 million, with no vesting period. Total compensation cost recorded for employees, non-employees and members of the Board for the three and six months ended June 30, 2022 and 2021 was $ 3.1 million, $ 1.5 million, $ 5.9 million and $ 2.5 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. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 7. Earnings per Share The following table sets forth the computation of basic and diluted net income per share of common stock: For the Three Months For the Six Months 2022 2021 2022 2021 (in thousands) Net income available to common stockholders $ 30,320 $ 24,085 $ 31,141 $ 7,947 Dividends on redeemable preferred stock 1,434 1,434 — — Net income available to common stockholders after assumed $ 31,754 $ 25,519 $ 31,141 $ 7,947 Weighted average common shares outstanding — Basic 121,529 124,428 122,909 124,395 Effect of dilutive securities: Restricted share units 668 252 336 138 Ares warrants — 19 — 10 Redeemable preferred stock 8,361 8,333 — — Weighted average common shares outstanding — Diluted 130,558 133,032 123,245 124,543 Net income per share available to common stockholders $ 0.25 $ 0.19 $ 0.25 $ 0.06 Net income per share available to common stockholders $ 0.24 $ 0.19 $ 0.25 $ 0.06 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, 2022 2021 (in thousands) Stock options 897 126 Ares warrants 1,100 — Public and Private warrants 17,333 17,333 Ares Put Option * * * Refer to the description of this instrument in Note 8. The effect of the potential shares of common stock issuable upon conversion of the redeemable preferred stock was antidilutive for the six months ended June 30, 2022 and 2021 , and such shares were excluded from the computation of diluted net income per share. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | 8. Fair Value Measurements and Financial Instruments The fair value of cash and cash equivalents, restricted cash and investments, trade receivables, accounts payable and other current liabilities approximated their carrying values as of June 30, 2022 and December 31, 2021 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 and December 31, 2021 (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $ 345 million and $ 436 million, respectively, compared to a gross carrying value of $ 450 million at June 30, 2022 and December 31, 2021. The fair value of the other long-term debt approximated their carrying values as of June 30, 2022 and December 31, 2021 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The contingent consideration from the acquisition of the Empire business is measured at fair value at the end of each reporting period and amounted to $ 5.3 million and $ 6.2 million as of June 30, 2022 and December 31, 2021 , 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 million, $( 0.2 ) million, $ 0.4 million and $( 0.4 ) million were recorded as a component of interest and other financial income (expenses) 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 and 2021 , respectively, and approximately $ 0.5 million of income was recorded as a component of other expenses, net in the condensed consolidated statements of operations for both the three and six months ended June 30, 2022. The public warrants to purchase the Company’s common stock (the “Public Warrants”), of which approximately 14.7 million were outstanding as of June 30, 2022 , are measured at fair value at the end of each reporting period and amounted to $ 20.9 million and $ 23.6 million as of June 30, 2022 and December 31, 2021 , respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $ 7.1 million, $ 0.8 million, $ 5.2 million and $( 8.4 ) million were recorded as a component 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 and 2021, respectively. The private warrants to purchase the Company’s common stock (the “Private Warrants”), of which approximately 2.6 million were outstanding as of June 30, 2022 , are measured at fair value at the end of each reporting period and amounted to $ 3.9 million and $ 7.2 million as of June 30, 2022 and December 31, 2021 , 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, Expected term (in years) 3.5 Expected dividend rate 1.0 % Volatility 38.2 % Risk-free interest rate 3.0 % Strike price $ 11.50 For the change in the fair value of the Private Warrants, approximately $ 1.2 million, $ 1.4 million, $ 0.9 million and $( 1.4 ) million were recorded as a component of interest and other financial income (expenses) in the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021, 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 million and $ 1.6 million as of June 30, 2022 and December 31, 2021 , 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, Expected term (in years) 4.9 Volatility 40.2 % Risk-free interest rate 3.0 % Stock price $ 8.16 Approximately $ 0.2 million, $ 0.2 million, $ 0.2 million and $ 0 were recorded as a component 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 and 2021, respectively. The Company entered into an agreement with Ares Capital Corporation (“Ares”) and certain of its affiliates (the “Ares Put Option”), which generally guarantees 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. The Ares Put Option is measured at fair value at the end of each reporting period and amounted to $ 9.4 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, Expected term (in years) 0.7 Volatility 33.5 % Risk-free interest rate 2.6 % Strike price $ 12.895 Approximately $( 1.6 ) million, $( 0.9 ) million, $( 0.5 ) million and $ 0.3 million were recorded as a component of interest and other financial income (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 and 2021 , respectively. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 9. 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 chief operating decision maker reviews such financial information. The Company’s reporting segments are the retail segment, the wholesale segment and the GPMP segment. 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 GPMP segment includes GPM Petroleum LP (“GPMP”) and primarily includes the sale and supply of fuel to GPM and its subsidiaries that sell fuel (both in the retail and wholesale segments) at GPMP’s cost of fuel (including taxes and transportation) plus a fixed margin (currently 5.0 cents per gallon) and the supply of 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 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 and substantially all of the Company’s assets were within the United States. Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and its subsidiaries that sell fuel (both in the retail and wholesale segments). The effect of these inter-segment transactions was eliminated in the condensed consolidated financial statements. 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 For the Three Months Ended June 30, 2021 Revenues Fuel revenue $ 768,716 $ 690,521 $ 1,526 $ — $ 1,460,763 Merchandise revenue 426,365 — — — 426,365 Other revenues, net 17,252 5,212 264 — 22,728 Total revenues from external customers 1,212,333 695,733 1,790 — 1,909,856 Inter-segment — — 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 ) — ( 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 $ — $ 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 For the Six Months Ended June 30, 2021 Revenues Fuel revenue $ 1,345,020 $ 1,216,009 $ 2,681 $ — $ 2,563,710 Merchandise revenue 785,646 — — — 785,646 Other revenues, net 34,229 10,151 519 — 44,899 Total revenues from external customers 2,164,895 1,226,160 3,200 — 3,394,255 Inter-segment — — 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 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 For the Six Months 2022 2021 2022 2021 (in thousands) Total revenues from reportable segments $ 4,278,808 $ 3,003,099 $ 7,527,642 $ 5,307,282 Other revenues, net — ( 42 ) — ( 85 ) Elimination of inter-segment revenues ( 1,738,545 ) ( 1,093,243 ) ( 3,014,568 ) ( 1,913,027 ) Total revenues $ 2,540,263 $ 1,909,814 $ 4,513,074 $ 3,394,170 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 For the Six Months 2022 2021 2022 2021 (in thousands) Net income from reportable segments $ 101,943 $ 97,246 $ 173,685 $ 156,438 Amounts not allocated to segments: Other revenues, net — ( 42 ) — ( 85 ) Store operating expenses 747 675 1,331 1,252 General and administrative expenses ( 32,197 ) ( 31,068 ) ( 63,276 ) ( 57,070 ) Depreciation and amortization ( 22,511 ) ( 23,431 ) ( 45,305 ) ( 45,830 ) Other expenses, net ( 1,197 ) ( 1,195 ) ( 2,318 ) ( 2,867 ) Interest and other financial expenses, net ( 5,822 ) ( 8,455 ) ( 19,654 ) ( 33,548 ) Income tax expense ( 9,157 ) ( 8,157 ) ( 10,339 ) ( 7,379 ) Net income $ 31,806 $ 25,573 $ 34,124 $ 10,911 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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 and December 31, 2021, environmental obligations totaled $ 12.6 million and $ 12.9 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 policies and various state funds for the exposures totaled $ 5.1 million as of both June 30, 2022 and December 31, 2021, 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 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, there are underground storage tanks for which the Company is responsible. The future cost to remove an underground 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 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 million and $ 58.4 million at June 30, 2022 and December 31, 2021, 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, GPM, together with an affiliate of Oak Street Real Estate Capital Net Lease Property Fund, LP (“Oak Street”), entered into an amendment to the standby real estate purchase, designation and lease program agreement (the “Program Agreement”), which extended the term of the Program Agreement from one to two years and provides for up to $ 1.15 billion of capacity for the acquisition of convenience store and gas station real property by Oak Street, subject to the conditions contained in the Program Agreement, during the second year of the term, in addition to the approximately $ 130 million of funding utilized in July 2022 as described in Note 12, which is inclusive of purchase agreements that 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. 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions There have been no material changes to the description of related party transactions as set forth in the annual financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis for Presentation | 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 as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 (“interim financial statements”) 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 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 (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 | 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 in 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 | 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 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. |
Revenue Recognition | 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. 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 $ 243.7 million , $ 262.7 million , $ 475.5 million and $ 485.2 million for the three and six months ended June 30, 2022 and 2021, respectively. Refer to Note 9 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. |
Reclassifications | Reclassifications Certain prior year equity amounts have been reclassified to conform to the current year presentation. |
New Accounting Pronouncements | New Accounting Pronouncements Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard included optional guidance for a limited period of time to help ease the burden in accounting for the effects of reference rate reform. The new standard is effective for all entities through December 31, 2022. The Company has not needed to implement this optional guidance. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt were as follows: June 30, December 31, (in thousands) Senior Notes $ 443,268 $ 442,889 PNC term loan 32,401 32,385 M&T debt 40,969 43,392 Capital One line of credit 195,831 195,232 Insurance premium notes 2,024 3,111 Total debt, net $ 714,493 $ 717,009 Less current portion ( 39,391 ) ( 40,384 ) Total long-term debt, net $ 675,102 $ 676,625 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Summary of components of lease cost recorded on the consolidated statements of operations | The components of lease cost recorded on the condensed consolidated statements of operations were as follows: For the Three Months For the Six Months 2022 2021 2022 2021 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 3,037 $ 3,410 $ 6,084 $ 6,727 Interest on lease liabilities 4,260 4,374 8,631 8,820 Operating lease costs included in store operating expenses 34,358 32,491 68,653 64,825 Operating lease costs included in general and administrative 351 458 738 854 Lease cost related to variable lease payments, short-term 569 458 1,213 833 Right-of-use asset impairment charges — 412 — 523 Total lease costs $ 42,575 $ 41,603 $ 85,319 $ 82,582 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options and Restricted Stock Units Activity | The following table summarizes share activity related to stock options and restricted stock units: Stock Restricted (in thousands) Options Outstanding/Nonvested RSUs, December 31, 2021 126 1,606 Granted 771 1,902 Options Exercised/RSUs released — ( 374 ) Forfeited — ( 19 ) Options Outstanding/Nonvested RSUs, June 30, 2022 897 3,115 |
Summary of Stock Option Granted | The following table summarizes the stock options granted in 2022: Weighted average fair value $ 2.70 Weighted average exercise price $ 9.11 Remaining average contractual term (years) 9.7 |
Summary of Assumptions Utilized in Valuation of Stock Option Awards | The following table summarizes the assumptions utilized in the valuation of the stock option awards granted in the six months ended June 30, 2022: Expected dividend rate 0.9 % Expected stock price volatility 28.3 % Risk-free interest rate 1.7 % Expected term of options (years) 10.0 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share of Common Stock | The following table sets forth the computation of basic and diluted net income per share of common stock: For the Three Months For the Six Months 2022 2021 2022 2021 (in thousands) Net income available to common stockholders $ 30,320 $ 24,085 $ 31,141 $ 7,947 Dividends on redeemable preferred stock 1,434 1,434 — — Net income available to common stockholders after assumed $ 31,754 $ 25,519 $ 31,141 $ 7,947 Weighted average common shares outstanding — Basic 121,529 124,428 122,909 124,395 Effect of dilutive securities: Restricted share units 668 252 336 138 Ares warrants — 19 — 10 Redeemable preferred stock 8,361 8,333 — — Weighted average common shares outstanding — Diluted 130,558 133,032 123,245 124,543 Net income per share available to common stockholders $ 0.25 $ 0.19 $ 0.25 $ 0.06 Net income per share available to common stockholders $ 0.24 $ 0.19 $ 0.25 $ 0.06 |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | 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, 2022 2021 (in thousands) Stock options 897 126 Ares warrants 1,100 — Public and Private warrants 17,333 17,333 Ares Put Option * * * Refer to the description of this instrument in Note 8. The effect of the potential shares of common stock issuable upon conversion of the redeemable preferred stock was antidilutive for the six months ended June 30, 2022 and 2021 , and such shares were excluded from the computation of diluted net income per share. |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques | 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, Expected term (in years) 3.5 Expected dividend rate 1.0 % Volatility 38.2 % Risk-free interest rate 3.0 % Strike price $ 11.50 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, Expected term (in years) 4.9 Volatility 40.2 % Risk-free interest rate 3.0 % Stock price $ 8.16 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, Expected term (in years) 0.7 Volatility 33.5 % Risk-free interest rate 2.6 % Strike price $ 12.895 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and its subsidiaries that sell fuel (both in the retail and wholesale segments). The effect of these inter-segment transactions was eliminated in the condensed consolidated financial statements. 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 For the Three Months Ended June 30, 2021 Revenues Fuel revenue $ 768,716 $ 690,521 $ 1,526 $ — $ 1,460,763 Merchandise revenue 426,365 — — — 426,365 Other revenues, net 17,252 5,212 264 — 22,728 Total revenues from external customers 1,212,333 695,733 1,790 — 1,909,856 Inter-segment — — 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 ) — ( 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 $ — $ 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 For the Six Months Ended June 30, 2021 Revenues Fuel revenue $ 1,345,020 $ 1,216,009 $ 2,681 $ — $ 2,563,710 Merchandise revenue 785,646 — — — 785,646 Other revenues, net 34,229 10,151 519 — 44,899 Total revenues from external customers 2,164,895 1,226,160 3,200 — 3,394,255 Inter-segment — — 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 |
Schedule of Reconciliation of Total Revenues from Reportable Segments to Total Revenues | 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 For the Six Months 2022 2021 2022 2021 (in thousands) Total revenues from reportable segments $ 4,278,808 $ 3,003,099 $ 7,527,642 $ 5,307,282 Other revenues, net — ( 42 ) — ( 85 ) Elimination of inter-segment revenues ( 1,738,545 ) ( 1,093,243 ) ( 3,014,568 ) ( 1,913,027 ) Total revenues $ 2,540,263 $ 1,909,814 $ 4,513,074 $ 3,394,170 |
Schedule of Reconciliation of Net Income from Reportable Segments to Net Income (Loss) | 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 For the Six Months 2022 2021 2022 2021 (in thousands) Net income from reportable segments $ 101,943 $ 97,246 $ 173,685 $ 156,438 Amounts not allocated to segments: Other revenues, net — ( 42 ) — ( 85 ) Store operating expenses 747 675 1,331 1,252 General and administrative expenses ( 32,197 ) ( 31,068 ) ( 63,276 ) ( 57,070 ) Depreciation and amortization ( 22,511 ) ( 23,431 ) ( 45,305 ) ( 45,830 ) Other expenses, net ( 1,197 ) ( 1,195 ) ( 2,318 ) ( 2,867 ) Interest and other financial expenses, net ( 5,822 ) ( 8,455 ) ( 19,654 ) ( 33,548 ) Income tax expense ( 9,157 ) ( 8,157 ) ( 10,339 ) ( 7,379 ) Net income $ 31,806 $ 25,573 $ 34,124 $ 10,911 |
General - Additional Informatio
General - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2022 States Sites $ / shares | Dec. 31, 2021 $ / shares | |
General [Abstract] | ||
Number of self operated sites | 1,388 | |
Number of Sites Operated By External Operators (dealers) | 1,620 | |
Number of states | States | 33 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Contract cost, amortization period | 1 year | |||
Fuel revenue and fuel costs included fuel taxes | $ 243.7 | $ 262.7 | $ 475.5 | $ 485.2 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt, net | $ 714,493 | $ 717,009 |
Capital One line of credit | 195,831 | 195,232 |
Insurance premium notes | 2,024 | 3,111 |
Less current portion | (39,391) | (40,384) |
Total long-term debt, net | 675,102 | 676,625 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | 443,268 | 442,889 |
PNC Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | 32,401 | 32,385 |
M&T Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | $ 40,969 | $ 43,392 |
Leases - Additional Information
Leases - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 Store Dealer | |
Lessee, Lease, Description [Line Items] | |
Leases description | the Company leased 1,129 of the convenience stores that it operates, 161 independent dealer locations and certain office and storage spaces, including land and buildings in certain cases |
Number of leased convenience stores | Store | 1,129 |
Number of dealer locations | Dealer | 161 |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease agreements period | 20 years |
Lease renewal terms | 25 years |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease agreements period | 15 years |
Lease renewal terms | 5 years |
Leases - Summary of components
Leases - Summary of components of lease cost recorded on the consolidated statements of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finance lease cost: | ||||
Depreciation of right-of-use assets | $ 3,037 | $ 3,410 | $ 6,084 | $ 6,727 |
Interest on lease liabilities | 4,260 | 4,374 | 8,631 | 8,820 |
Operating lease costs included in store operating expenses | 34,358 | 32,491 | 68,653 | 64,825 |
Operating lease costs included in general and administrative expenses | 351 | 458 | 738 | 854 |
Lease cost related to variable lease payments, short-term leases and leases of low value assets | 569 | 458 | 1,213 | 833 |
Right-of-use asset impairment charges | 0 | 412 | 0 | 523 |
Total lease costs | $ 42,575 | $ 41,603 | $ 85,319 | $ 82,582 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||||
Jul. 20, 2022 | Apr. 29, 2022 | Feb. 21, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Feb. 28, 2022 | |
Class of Stock [Line Items] | ||||||
Dividend payable nature | quarterly | quarterly | quarterly | |||
Declared dividend per share | $ 0.02 | $ 0.02 | $ 0.02 | |||
Dividend payable date | Sep. 12, 2022 | Jun. 15, 2022 | Mar. 29, 2022 | |||
Dividend payable record | Aug. 29, 2022 | May 31, 2022 | Mar. 15, 2022 | |||
Dividend | $ 2,400,000 | $ 2,500,000 | ||||
Authorized amount of share repurchase program | $ 50,000,000 | |||||
Treasury stock shares, acquired | 3.1 | 4.5 | ||||
Treasury stock value acquired cost method | $ 27,000,000 | $ 39,000,000 | ||||
Average price per share | $ 8.65 | $ 8.60 | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion price previously reported | $ 12 | |||||
Series A Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion price | $ 11.96 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum Defer Cash Fee Invested In Restricted Stock Units Percentage | 100% | ||||
Share-based compensation | $ 5,882 | $ 2,514 | |||
Total Unrecognized compensation cost related to unvested shares, stock options and RSUs granted | $ 23,700 | $ 23,700 | $ 11,600 | ||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Outstanding | 3,115,000 | 3,115,000 | 1,606,000 | ||
Outstanding, Shares | 3,115,000 | 3,115,000 | 1,606,000 | ||
Granted | 1,902,000 | ||||
Restricted Stock Units (RSUs) | Non-employee Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Outstanding | 177,560 | 177,560 | |||
Outstanding, Shares | 177,560 | 177,560 | |||
Weighted average grant date fair value | $ 8.81 | ||||
Grant date fair value | $ 800 | ||||
Granted | 87,990 | ||||
Performance based Restricted Stock Units (RSU's) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 8.35 | ||||
Grant date fair value | $ 9,300 | ||||
Granted | 1,120,354 | ||||
Terms of Agreement | 3 years | ||||
Employees, Non-employees And Board of Directors | General and Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation | $ 3,100 | $ 1,500 | $ 5,900 | $ 2,500 | |
Time-vested RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 8.47 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 10 months 24 days | ||||
Grant date fair value | $ 5,900 | ||||
Granted | 693,590 | ||||
Unvested Restricted Stock Units | Senior management members | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 7.58 | ||||
Grant date fair value | $ 100 | ||||
Granted | 13,332 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Options and Restricted Stock Units Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options Outstanding Beginning Balance | 126 |
Granted | 771 |
Options Exercised | 0 |
Forfeited | 0 |
Options Outstanding, Ending Balance | 897 |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested RSUs, Beginning Balance | 1,606 |
Granted | 1,902 |
RSUs released | (374) |
Forfeited | (19) |
Nonvested RSUs, Ending Balance | 3,115 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Granted (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Weighted average fair value | $ 2.70 |
Weighted average exercise price | $ 9.11 |
Remaining average contractual team (years) | 9 years 8 months 12 days |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of the Assumptions Utilized in the Valuation of the Stock Option Awards (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Expected dividend rate | 0.90% |
Expected stock price volatility | 28.30% |
Risk-free interest rate | 1.70% |
Expected term of options (years) | 10 years |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common shareholders | $ 30,320 | $ 24,085 | $ 31,141 | $ 7,947 |
Dividends on redeemable preferred stock | 1,434 | 1,434 | 0 | 0 |
Net loss available to common stockholders after assumed conversions | $ 31,754 | $ 25,519 | $ 31,141 | $ 7,947 |
Weighted average common shares outstanding — Basic | 121,529 | 124,428 | 122,909 | 124,395 |
Effect of dilutive securities: | ||||
Restricted share units | $ 668 | $ 252 | $ 336 | $ 138 |
Ares warrants | 0 | 19 | 0 | 10 |
Redeemable preferred stock | $ 8,361 | $ 8,333 | $ 0 | $ 0 |
Weighted average common shares outstanding — Diluted | 130,558 | 133,032 | 123,245 | 124,543 |
Net income per share available to common stockholders - Basic | $ 0.25 | $ 0.19 | $ 0.25 | $ 0.06 |
Net income per share available to common stockholders - Diluted | $ 0.24 | $ 0.19 | $ 0.25 | $ 0.06 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Securities with Antidilutive Earnings Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stock options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted earnings per share (in shares) | 897 | 126 |
Ares warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted earnings per share (in shares) | 1,100 | 0 |
Public and Private warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted earnings per share (in shares) | 17,333 | 17,333 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Additional Information (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 21, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | |||||||
Change in fair value of Contingent Consideration | $ 0.5 | $ 0.5 | |||||
Fair value adjustment of Deferred shares | 0.2 | $ 0.2 | 0.2 | $ 0 | |||
Fair value adjustment of warrants | 0.5 | (0.2) | 0.4 | (0.4) | |||
Senior Notes [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Senior Notes, Noncurrent | $ 450 | ||||||
Debt instrument, interest rate, stated percentage | 5.125% | ||||||
Fair value of bonds | 345 | 345 | $ 436 | ||||
Long-term Debt, Gross | 450 | 450 | 450 | ||||
Level 3 [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Contingent payments related to acquisitions | $ 5.3 | $ 5.3 | 6.2 | ||||
Public Warrants [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Warrants to purchase common stock | 14,700 | 14,700 | |||||
Public Warrants Liability Fair Value Adjustment | $ 7.1 | 5.2 | $ 0.8 | (8.4) | |||
Public Warrants [Member] | Level 1 [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Fair value of warrants | 20.9 | 20.9 | 23.6 | ||||
Private Warrants [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Private warrants liability fair value adjustment | $ 1.2 | 0.9 | $ 1.4 | (1.4) | |||
Warrants to purchase common stock | 2,600 | 2,600 | |||||
Private Warrants [Member] | Level 2 [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Fair value of warrants | $ 3.9 | $ 3.9 | 7.2 | ||||
Deferred Shares [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Warrants to purchase common stock | 200 | 200 | |||||
Fair Value of Deferred Shares classified as liabilities, value | $ 1.4 | $ 1.4 | 1.6 | ||||
Ares Put Option [Member] | |||||||
Fair Value Measurements [Line Items] | |||||||
Put Option Contract Fair Value | $ 27.3 | ||||||
Fair value of put option | 9.4 | 9.4 | $ 8.9 | ||||
Change in fair value of Ares Put Option | $ (1.6) | $ 0.5 | $ (0.9) | $ 0.3 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Instruments - Fair Value Material Assumptions Based on Observable and Unobservable Inputs (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 yr $ / shares | Jun. 30, 2022 yr $ / shares | |
Expected Dividend Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1 | 1 |
Level 3 [Member] | Ares Put Option [Member] | Expected term (in years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 0.7 | 0.7 |
Level 3 [Member] | Ares Put Option [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 33.5 | 33.5 |
Level 3 [Member] | Ares Put Option [Member] | Risk-free interest rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.6 | 2.6 |
Level 3 [Member] | Ares Put Option [Member] | Stock price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 12.895 | |
Private Warrants [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 11.50 | |
Private Warrants [Member] | Level 2 [Member] | Expected term (in years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 3.5 | 3.5 |
Private Warrants [Member] | Level 2 [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 38.2 | 38.2 |
Private Warrants [Member] | Level 2 [Member] | Risk-free interest rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3 | 3 |
Deferred Shares [Member] | Level 3 [Member] | Expected term (in years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 4.9 | 4.9 |
Deferred Shares [Member] | Level 3 [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 40.2 | 40.2 |
Deferred Shares [Member] | Level 3 [Member] | Risk-free interest rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3 | 3 |
Deferred Shares [Member] | Level 3 [Member] | Stock price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 8.16 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 $ / gal | |
Segment Reporting [Abstract] | |
Fixed margin | 5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 2,540,263 | $ 1,909,814 | $ 4,513,074 | $ 3,394,170 |
Operating Income | 103,734 | 101,134 | 177,735 | 164,229 |
Interest and financial expenses, net | (1,819) | (3,859) | 4,264 | (7,700) |
Income tax (expense) benefit | (55) | 177 | (111) | |
Income from equity investment | 28 | 26 | 37 | 20 |
Net income from reportable segments | 101,943 | 97,246 | 173,685 | 156,438 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 2,540,263 | 1,909,856 | 4,513,074 | 3,394,255 |
Net income from reportable segments | 101,943 | 97,246 | 173,685 | 156,438 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,738,545 | 1,093,243 | 3,014,568 | 1,913,027 |
Reportable Legal Entities | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 4,278,808 | 3,003,099 | 7,527,642 | 5,307,282 |
Retail | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income | 71,847 | 71,215 | 117,526 | 111,562 |
Retail | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,566,267 | 1,212,333 | 2,804,243 | 2,164,895 |
Retail | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Retail | Reportable Legal Entities | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,566,267 | 1,212,333 | 2,804,243 | 2,164,895 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income | 9,786 | 5,992 | 17,199 | 8,300 |
Wholesale | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 972,167 | 695,733 | 1,705,586 | 1,226,160 |
Wholesale | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Wholesale | Reportable Legal Entities | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 972,167 | 695,733 | 1,705,586 | 1,226,160 |
Gpmp | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income | 21,799 | 23,610 | 42,406 | 43,733 |
Interest and financial expenses, net | (1,819) | (3,859) | 4,264 | (7,700) |
Gpmp | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,829 | 1,790 | 3,245 | 3,200 |
Gpmp | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,738,243 | 1,092,926 | 3,013,964 | 1,912,393 |
Gpmp | Reportable Legal Entities | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,740,072 | 1,094,716 | 3,017,209 | 1,915,593 |
Other Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income | 302 | 317 | 604 | 634 |
Interest and financial expenses, net | 0 | 0 | 0 | |
Income tax (expense) benefit | (55) | 177 | (111) | |
Income from equity investment | 28 | 26 | 37 | 20 |
Other Segments | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other Segments | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 302 | 317 | 604 | 634 |
Other Segments | Reportable Legal Entities | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 302 | 317 | 604 | 634 |
Fuel Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 2,085,854 | 1,460,763 | 3,669,380 | 2,563,710 |
Fuel Revenue [Member] | Retail | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,117,849 | 768,716 | 1,972,516 | 1,345,020 |
Fuel Revenue [Member] | Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 966,434 | 690,521 | 1,694,131 | 1,216,009 |
Fuel Revenue [Member] | Gpmp | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,571 | 1,526 | 2,733 | 2,681 |
Fuel Revenue [Member] | Other Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Merchandise Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 431,751 | 426,365 | 798,736 | 785,646 |
Merchandise Revenue [Member] | Retail | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 431,751 | 426,365 | 798,736 | 785,646 |
Merchandise Revenue [Member] | Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | |
Merchandise Revenue [Member] | Gpmp | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Merchandise Revenue [Member] | Other Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other Revenues, Net | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 22,658 | 22,728 | 44,958 | 44,899 |
Other Revenues, Net | Retail | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 16,667 | 17,252 | 32,991 | 34,229 |
Other Revenues, Net | Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 5,733 | 5,212 | 11,455 | 10,151 |
Other Revenues, Net | Gpmp | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 258 | 264 | 512 | 519 |
Other Revenues, Net | Other Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Information [Line Items] | ||||
Total revenues | $ 2,540,263 | $ 1,909,814 | $ 4,513,074 | $ 3,394,170 |
Reportable Legal Entities | ||||
Segment Information [Line Items] | ||||
Total revenues | 4,278,808 | 3,003,099 | 7,527,642 | 5,307,282 |
Intersegment Eliminations | ||||
Segment Information [Line Items] | ||||
Total revenues | 1,738,545 | 1,093,243 | 3,014,568 | 1,913,027 |
Other Revenue [Member] | ||||
Segment Information [Line Items] | ||||
Total revenues | $ 0 | $ (42) | $ 0 | $ (85) |
Segment Reporting - Reconcili_2
Segment Reporting - Reconciliation of net income from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Information [Line Items] | ||||
Net income from reportable segments | $ 101,943 | $ 97,246 | $ 173,685 | $ 156,438 |
Total revenues | 2,540,263 | 1,909,814 | 4,513,074 | 3,394,170 |
Store operating expenses | 178,077 | 154,668 | 344,615 | 299,606 |
General and administrative expenses | 32,956 | 31,861 | 64,741 | 58,574 |
Depreciation and amortization | 24,353 | 25,273 | 48,989 | 49,515 |
Other expenses, net | (1,197) | (1,195) | (2,318) | (2,867) |
Income tax (expense) benefit | 9,157 | 8,212 | 10,162 | 7,490 |
Net income (loss) | 31,754 | 25,519 | 33,993 | 10,783 |
Other Revenue [Member] | ||||
Segment Information [Line Items] | ||||
Total revenues | 0 | (42) | 0 | (85) |
Operating Segments | ||||
Segment Information [Line Items] | ||||
Net income from reportable segments | 101,943 | 97,246 | 173,685 | 156,438 |
Total revenues | 2,540,263 | 1,909,856 | 4,513,074 | 3,394,255 |
Amounts not allocated to segments [Member] | ||||
Segment Information [Line Items] | ||||
Store operating expenses | 747 | 675 | 1,331 | 1,252 |
General and administrative expenses | (32,197) | (31,068) | (63,276) | (57,070) |
Depreciation and amortization | (22,511) | (23,431) | (45,305) | (45,830) |
Other expenses, net | (1,197) | (1,195) | (2,318) | (2,867) |
Interest and other financial expenses | (5,822) | (8,455) | (19,654) | (33,548) |
Income tax (expense) benefit | (9,157) | (8,157) | (10,339) | (7,379) |
Net income (loss) | 31,806 | 25,573 | 34,124 | 10,911 |
Amounts not allocated to segments [Member] | Other Revenue [Member] | ||||
Segment Information [Line Items] | ||||
Total revenues | $ 0 | $ (42) | $ 0 | $ (85) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Apr. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Environmental obligations | $ 12.6 | $ 12.9 | |
Estimated amount recoverable | 5.1 | 5.1 | |
Asset retirement obligation | $ 59 | $ 58.4 | |
Real Estate Funding | $ 1,150 | ||
Oak Street [Member] | |||
Loss Contingencies [Line Items] | |||
Remaining Amount to Acquire Businesses | $ 130 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 22, 2022 USD ($) Sites | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Subsequent Event [Line Items] | ||||||
Income tax (expense) benefit | $ 9,157 | $ 8,212 | $ 10,162 | $ 7,490 | ||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Income tax (expense) benefit | $ 8,500 | |||||
Subsequent Event [Member] | Oak Street [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of sites leased | Sites | 39 | |||||
Business combination purchase price | $ 40,000 | |||||
Payments to Acquire Business Paid by Others | $ 130,000 | |||||
Subsequent Event [Member] | Ownership [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of sites leased | Sites | 121 | |||||
Subsequent Event [Member] | Quarles Petroleum Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of sites leased | Sites | 63 | |||||
Business combination purchase price | $ 170,000 | |||||
Date of acquisition agreement | Jul. 22, 2022 |