Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
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 | 120,305,008 | |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 255,852 | $ 298,529 |
Restricted cash | 15,750 | 18,240 |
Short-term investments | 3,065 | 2,400 |
Trade receivables, net | 129,039 | 118,140 |
Inventory | 244,940 | 221,951 |
Other current assets | 88,354 | 87,873 |
Total current assets | 737,000 | 747,133 |
Non-current assets: | ||
Property and equipment, net | 780,950 | 645,809 |
Right-of-use assets under operating leases | 1,373,727 | 1,203,188 |
Right-of-use assets under financing leases, net | 179,166 | 182,113 |
Goodwill | 217,297 | 217,297 |
Intangible assets, net | 226,134 | 197,123 |
Equity investment | 2,888 | 2,924 |
Deferred tax asset | 32,958 | 22,728 |
Other non-current assets | 40,677 | 36,855 |
Total assets | 3,590,797 | 3,255,170 |
Current liabilities: | ||
Long-term debt, current portion | 15,034 | 11,944 |
Accounts payable | 222,782 | 217,370 |
Other current liabilities | 186,225 | 154,097 |
Operating leases, current portion | 61,797 | 57,563 |
Financing leases, current portion | 5,219 | 5,457 |
Total current liabilities | 491,057 | 446,431 |
Non-current liabilities: | ||
Long-term debt, net | 793,596 | 740,043 |
Asset retirement obligation | 72,350 | 64,909 |
Operating leases | 1,386,604 | 1,218,045 |
Financing leases | 224,997 | 225,907 |
Other non-current liabilities | 247,158 | 178,945 |
Total liabilities | 3,215,762 | 2,874,280 |
Commitments and contingencies - see Note 13 | ||
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: 125,232 and 124,727 shares, respectively; outstanding: 120,305 and 120,074 shares, respectively | 12 | 12 |
Treasury stock, at cost - 4,927 and 4,653 shares, respectively | (42,352) | (40,042) |
Additional paid-in capital | 234,158 | 229,995 |
Accumulated other comprehensive income | 9,119 | 9,119 |
Retained earnings | 74,143 | 81,750 |
Total shareholders' equity | 275,080 | 280,834 |
Non-controlling interest | (45) | 56 |
Total equity | 275,035 | 280,890 |
Total liabilities, redeemable preferred stock and equity | $ 3,590,797 | $ 3,255,170 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 125,232,000 | 124,727,000 |
Common stock shares outstanding | 120,305,000 | 120,074,000 |
Treasury stock, shares | 4,927,000 | 4,653,000 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total revenues | $ 2,088,496 | $ 1,972,811 |
Operating expenses: | ||
Fuel costs | 1,537,882 | 1,470,649 |
Merchandise costs | 277,443 | 258,793 |
Store operating expenses | 192,683 | 166,538 |
General and administrative expenses | 40,416 | 31,785 |
Depreciation and amortization | 28,399 | 24,636 |
Total operating expenses | 2,076,823 | 1,952,401 |
Other expenses, net | 2,720 | 1,121 |
Operating income | 8,953 | 19,289 |
Interest and other financial income | 7,210 | 1,106 |
Interest and other financial expenses | (20,812) | (17,081) |
(Loss) income before income taxes | (4,649) | 3,314 |
Income tax benefit (expense) | 2,158 | (1,005) |
(Loss) income from equity investment | (36) | 9 |
Net (loss) income | (2,527) | 2,318 |
Less: Net income attributable to non-controlling interests | 53 | 79 |
Net (loss) income attributable to ARKO Corp. | (2,580) | 2,239 |
Series A redeemable preferred stock dividends | (1,418) | (1,418) |
Net (loss) income attributable to common shareholders | $ (3,998) | $ 821 |
Net (loss) income per share attributable to common shareholders - basic | $ (0.03) | $ 0.01 |
Net loss per share attributable to common shareholders - diluted | $ (0.03) | $ 0 |
Weighted average shares outstanding: | ||
Basic | 120,253 | 124,301 |
Diluted | 120,253 | 125,433 |
Fuel Revenue [Member] | ||
Revenues: | ||
Total revenues | $ 1,661,664 | $ 1,583,526 |
Merchandise Revenue [Member] | ||
Revenues: | ||
Total revenues | 400,408 | 366,985 |
Other Revenue [Member] | ||
Revenues: | ||
Total revenues | $ 26,424 | $ 22,300 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total Shareholders' Equity [Member] | Non-controlling Interest [Member] |
Balance at Dec. 31, 2021 | $ 253,676 | $ 12 | $ 0 | $ 217,675 | $ 9,119 | $ 26,646 | $ 253,452 | $ 224 |
Balance, shares at Dec. 31, 2021 | 124,428,000 | |||||||
Share-based compensation | 2,774 | $ 0 | 0 | 2,774 | 0 | 0 | 2,774 | 0 |
Distributions to non-controlling interests | (60) | 0 | 0 | 0 | 0 | 0 | 0 | (60) |
Dividends on redeemable preferred stock | (1,418) | 0 | 0 | 0 | 0 | (1,418) | (1,418) | 0 |
Dividends declared (2 cents per share) | (2,474) | 0 | 0 | 0 | 0 | (2,474) | (2,474) | 0 |
Common stock repurchased | (13,084) | $ 0 | (13,084) | 0 | 0 | 0 | (13,084) | 0 |
Common stock repurchased, Shares | (1,537,000) | |||||||
Vesting of restricted share units, Shares | 286,000 | |||||||
Vesting of restricted share units | 0 | 0 | 0 | 0 | ||||
Issuance of shares | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of shares, shares | 13,000 | |||||||
Net (loss) income | 2,318 | $ 0 | 0 | 0 | 0 | 2,239 | 2,239 | 79 |
Balance at Mar. 31, 2022 | 241,732 | $ 12 | (13,084) | 220,449 | 9,119 | 24,993 | 241,489 | 243 |
Balance, shares at Mar. 31, 2022 | 123,190,000 | |||||||
Balance at Dec. 31, 2022 | 280,890 | $ 12 | (40,042) | 229,995 | 9,119 | 81,750 | 280,834 | 56 |
Balance, shares at Dec. 31, 2022 | 120,074,000 | |||||||
Share-based compensation | 4,069 | $ 0 | 0 | 4,069 | 0 | 0 | 4,069 | 0 |
Transactions with non-controlling interests | 94 | 94 | (94) | |||||
Distributions to non-controlling interests | (60) | 0 | 0 | 0 | 0 | 0 | 0 | (60) |
Dividends on redeemable preferred stock | (1,418) | 0 | 0 | 0 | 0 | (1,418) | (1,418) | 0 |
Dividends declared (2 cents per share) | (3,609) | 0 | 0 | 0 | 0 | (3,609) | (3,609) | 0 |
Common stock repurchased | (2,310) | $ 0 | (2,310) | 0 | 0 | 0 | (2,310) | 0 |
Common stock repurchased, Shares | (274,000) | |||||||
Vesting of restricted share units, Shares | 505,000 | |||||||
Vesting of restricted share units | 0 | 0 | 0 | 0 | ||||
Net (loss) income | (2,527) | $ 0 | 0 | 0 | 0 | (2,580) | (2,580) | 53 |
Balance at Mar. 31, 2023 | $ 275,035 | $ 12 | $ (42,352) | $ 234,158 | $ 9,119 | $ 74,143 | $ 275,080 | $ (45) |
Balance, shares at Mar. 31, 2023 | 120,305,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (2,527) | $ 2,318 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 28,399 | 24,636 |
Deferred income taxes | (10,230) | (2,577) |
Loss on disposal of assets and impairment charges | 287 | 764 |
Foreign currency loss | 34 | 37 |
Amortization of deferred financing costs and debt discount | 592 | 634 |
Amortization of deferred income | (1,860) | (3,078) |
Accretion of asset retirement obligation | 491 | 409 |
Non-cash rent | 2,798 | 1,946 |
Charges to allowance for credit losses | 283 | 135 |
Loss (income) from equity investment | 36 | (9) |
Share-based compensation | 4,069 | 2,774 |
Fair value adjustment of financial assets and liabilities | (4,228) | 1,209 |
Other operating activities, net | 329 | 123 |
Changes in assets and liabilities: | ||
Increase in trade receivables | (11,182) | (12,886) |
Increase in inventory | (2,845) | (21,318) |
Decrease in other assets | 3,545 | 18,215 |
Increase in accounts payable | 5,940 | 20,177 |
Decrease in other current liabilities | (127) | (4,561) |
Increase (decrease) in asset retirement obligation | 67 | (34) |
Increase in non-current liabilities | 2,012 | 1,148 |
Net cash provided by operating activities | 15,883 | 30,062 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (23,380) | (20,667) |
Proceeds from sale of property and equipment | 208,436 | 6,933 |
Prepayment for business acquisition | 0 | (5,000) |
Business acquisitions, net of cash | (338,342) | (6,746) |
Decrease in investments, net | 0 | 1,618 |
Net cash used in investing activities | (153,286) | (23,862) |
Cash flows from financing activities: | ||
Receipt of long-term debt, net | 55,000 | 0 |
Repayment of debt | (5,592) | (3,157) |
Principal payments on financing leases | (1,418) | (1,652) |
Proceeds from sale-leaseback | 51,604 | 0 |
Common stock repurchased | (2,310) | (13,084) |
Dividends paid on common stock | (3,609) | (2,474) |
Dividends paid on redeemable preferred stock | (1,418) | (1,418) |
Distributions to non-controlling interests | 0 | (60) |
Net cash provided by (used in) financing activities | 92,257 | (21,845) |
Net decrease in cash and cash equivalents and restricted cash | (45,146) | (15,645) |
Effect of exchange rate on cash and cash equivalents and restricted cash | (21) | (16) |
Cash and cash equivalents and restricted cash, beginning of period | 316,769 | 272,543 |
Cash and cash equivalents and restricted cash, end of period | 271,602 | 256,882 |
Reconciliation of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents, beginning of period | 298,529 | 252,141 |
Restricted cash, beginning of period | 18,240 | 20,402 |
Cash and cash equivalents, end of period | 255,852 | 241,220 |
Restricted cash, end of period | 15,750 | 15,662 |
Supplementary cash flow information: | ||
Cash received for interest | 2,197 | 37 |
Cash paid for interest | 12,174 | 7,684 |
Cash received for taxes | 212 | 2 |
Cash paid for taxes | 125 | 563 |
Supplementary noncash activities: | ||
Prepaid insurance premiums financed through notes payable | 6,224 | 2,279 |
Purchases of equipment in accounts payable and accrued expenses | 11,577 | 9,514 |
Purchase of property and equipment under leases | 826 | 6,254 |
Disposals of leases of property and equipment | 2,476 | 404 |
Deferred consideration related to business acquisition | $ 45,845 | $ 0 |
General
General | 3 Months Ended |
Mar. 31, 2023 | |
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”) under the symbols “ARKO” and “ARKOW,” respectively. The Company’s operations are primarily performed by its subsidiary, GPM Investments, LLC (“GPM”), a Delaware limited liability company. GPM is primarily engaged directly and through fully owned and controlled subsidiaries (directly or indirectly) in retail activity, which includes the operations of a chain of convenience stores, most of which include adjacent gas stations. The Company is also engaged in wholesale activity, which includes the supply of fuel to gas stations operated by third parties, and in fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. As of March 31, 2023, GPM’s activity included the operation of 1,531 retail convenience stores, the supply of fuel to 1,852 gas stations operated by dealers and the operation of 183 cardlock locations, throughout more than 30 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“U.S.”). The Company has four reportable segments: retail, wholesale, fleet fueling, and GPMP. Refer to Note 11 below for further information with respect to the segments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 (“interim financial statements”) as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 are unaudited and have been prepared in accordance with GAAP for interim financial information and Regulation S-X set forth by the Securities and Exchange Commission (the “SEC”) for interim reporting. In the opinion of management, all adjustments (consisting of normal and recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included in the accompanying interim financial statements. However, they do not include all of the information and disclosures required by GAAP for complete financial statements. Therefore, the interim financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “annual financial statements”). The same significant accounting policies, presentation and methods of computation have been followed in these interim financial statements as were applied in the preparation of the annual financial statements. Accounting Periods The Company’s fiscal periods end on the last day of the month, and its fiscal year ends on December 31. This results in the Company experiencing fluctuations in current assets and current liabilities due to purchasing and payment patterns which change based upon the day of the week. As a result, working capital can change from period to period not only due to changing business operations, but also due to a change in the day of the week 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. Cash and Cash Equivalents The Company considers all unrestricted highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are maintained at several financial institutions, and in order to have sufficient working capital on hand, the Company maintains concentrations of cash in several financial institutions in amounts that are above the FDIC standard deposit insurance limit of $ 250,000 . 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 $ 264.3 million and $ 231.8 million for the three months ended March 31, 2023 and 2022, respectively. Refer to Note 11 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Transit Energy Group, LLC On March 1, 2023 , the Company completed the acquisition of certain assets from Transit Energy Group, LLC and certain of its affiliated entities (collectively, “TEG”) pursuant to a purchase agreement entered on September 9, 2022, as amended (the “TEG Purchase Agreement”), including (i) 135 Company-operated convenience stores and gas stations, (ii) fuel supply rights to 192 dealer locations, (iii) a commercial, government, and industrial business, including certain bulk plants, and (iv) certain distribution and transportation assets, all in the southeastern United States (the “TEG Acquisition”). The purchase price for the TEG Acquisition was approximately $ 370 million, as adjusted in accordance with the terms of the TEG Purchase Agreement, plus the value of inventory at the closing, of which $ 50 million was deferred and payable in two annual payments of $ 25 million, which the Company may elect to pay in either cash or, subject to the satisfaction of certain conditions, shares of common stock (the “Installment Shares”), on the first and second anniversaries of the closing. Pursuant to the TEG Purchase Agreement, at closing, ARKO and TEG entered into a registration rights agreement, pursuant to which ARKO agreed to prepare and file a registration statement with the SEC, registering the Installment Shares, if any, for resale by TEG. The Company paid approximately $ 81 million of the non-deferred purchase price including the value of inventory and other closing adjustments, of which approximately $ 55.0 million was financed with the Capital One Line of Credit (as defined in Note 4 below). An affiliate of Oak Street Real Estate Capital Net Lease Property Fund, LP (“Oak Street”), under the Company’s standby real estate purchase, designation and lease program agreement with Oak Street, dated as of May 3, 2021 (as amended, the “Program Agreement”), paid the balance of the non-deferred purchase price for fee simple ownership in 104 sites. At the closing, pursuant to the Program Agreement, the Company entered into a master lease with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $ 51.6 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $ 131.3 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing. The details of the TEG Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 25,702 GPMP Capital One Line of Credit 55,000 Liability resulting from deferred purchase price 45,845 Payable to TEG 500 Consideration provided by Oak Street 258,019 Total consideration $ 385,066 Assets acquired and liabilities: Cash and cash equivalents $ 379 Inventory 20,144 Other assets 930 Property and equipment, net 336,838 Intangible assets 35,000 Right-of-use assets under operating leases 58,141 Environmental receivables 108 Total assets 451,540 Other liabilities ( 1,611 ) Environmental liabilities ( 219 ) Asset retirement obligations ( 7,098 ) Operating leases ( 57,546 ) Total liabilities ( 66,474 ) Total identifiable net assets 385,066 Goodwill $ — Consideration paid in cash $ 80,702 Consideration provided by Oak Street 258,019 Less: cash and cash equivalent balances acquired ( 379 ) Net cash outflow $ 338,342 The initial accounting treatment of the TEG Acquisition reflected in these interim financial statements is provisional as the Company has not yet finalized the initial accounting treatment of the business combination, and, in this regard, has not finalized the valuation of some of the assets and liabilities acquired and the goodwill resulting from the TEG Acquisition, mainly due to the limited period of time between the TEG Acquisition closing date and the date of these interim financial statements. Therefore, some of the financial information presented with respect to the TEG Acquisition in these interim financial statements remains subject to change. The Company included identifiable tangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the TEG Acquisition closing date, including, among other things, a preliminary valuation performed by management. The useful life of both the wholesale fuel supply contracts and the brand name was estimated at five years . The Company’s preliminary accounting treatment of the TEG Acquisition resulted in no goodwill being recorded. Acquisition-related costs amounting to approximately $ 2.2 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the condensed consolidated statements of operations for the three months ended March 31, 2023 . No acquisition-related costs were recognized for the three months ended March 31, 2022. Results of operations for the TEG Acquisition for the period subsequent to the acquisition closing date were included in the condensed consolidated statement of operations for the three months ended March 31, 2023. For the period from the TEG Acquisition closing date through March 31, 2023, the Company recognized $ 76.9 million in revenues and an immaterial amount of net income related to the TEG Acquisition. Impact of Acquisitions (unaudited) The unaudited supplemental pro forma financial information presented below was prepared based on the historical information of the Company and the acquired operations and gives pro forma effect to the acquisitions using the assumption that the TEG Acquisition, the acquisition of 184 Quarles cardlock sites and 46 dealer locations on July 22, 2022, and the acquisition of 31 Pride sites on December 6, 2022 had occurred at the beginning of each period presented below. The unaudited supplemental pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the acquisitions or any integration costs. The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred at the beginning of each period presented below nor is it indicative of future results. For the Three Months 2023 2022 (unaudited) (in thousands) Total revenue $ 2,318,561 $ 2,539,340 Net income ( 6,128 ) 677 Pending Acquisition – WTG Fuels, LLC On December 6, 2022, certain of the Company’s subsidiaries entered into an asset purchase agreement with WTG Fuels Holdings, LLC and certain other sellers party thereto, pursuant to which the sellers have agreed to sell to such subsidiaries certain assets (the “WTG Acquisition”), including: • 24 Uncle’s company-operated convenience stores located across western Texas; and • 66 proprietary GASCARD-branded fleet fueling cardlock sites and 43 private cardlock sites located in western Texas and southeastern New Mexico. The purchase price for the WTG Acquisition is approximately $ 140.4 million plus the value of inventory on the closing date, subject to certain other closing adjustments. The Company intends to finance from its own sources approximately $ 25.4 million plus the value of inventory and other closing adjustments. Oak Street, under the Program Agreement, has agreed to pay the remaining consideration to acquire certain of the real properties from the sellers, which the Company will lease from Oak Street. The closing of the WTG Acquisition is subject to fulfillment of customary conditions precedent and the completion of various transition planning matters. The Company currently anticipates the closing to occur by the end of the second quarter of 2023. There can be no assurances that the WTG Acquisition will be consummated on the foregoing terms, if at all. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt The components of debt were as follows: March 31, December 31, (in thousands) Senior Notes $ 443,837 $ 443,648 M&T debt 46,550 49,023 Capital One line of credit 311,729 256,430 Insurance premium notes 6,514 2,886 Total debt, net $ 808,630 $ 751,987 Less current portion ( 15,034 ) ( 11,944 ) Total long-term debt, net $ 793,596 $ 740,043 On May 5, 2023, GPM Petroleum LP (“GPMP”) renewed the credit agreement governing its revolving credit facility with a syndicate of banks led by Capital One, National Association, to increase the aggregate principal amount of availability thereunder from $ 500 million to $ 800 million (as amended, the “Capital One Line of Credit”) and extend the maturity date from July 15, 2024 to May 5, 2028. At GPMP’s request, availability under the Capital One Line of Credit can be increased up to $ 1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain other terms as detailed in the Capital One Line of Credit. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 5. Leases As of March 31, 2023 , the Company leased 1,265 of the convenience stores that it operates, 208 dealer locations, 113 cardlock 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 2023 2022 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 2,853 $ 3,047 Interest on lease liabilities 4,162 4,371 Operating lease costs included in store operating expenses 41,584 34,295 Operating lease costs included in general and administrative 534 387 Lease cost related to variable lease payments, short-term 690 644 Right-of-use asset impairment charges and gain on disposals of leases ( 540 ) — Total lease costs $ 49,283 $ 42,744 Supplemental balance sheet date related to leases was as follows: March 31, December 31, (in thousands) Operating leases Weighted average remaining lease term (in years) 14.4 14.1 Weighted average discount rate 7.7 % 7.7 % Financing leases Weighted average remaining lease term (in years) 23.3 23.4 Weighted average discount rate 7.2 % 7.2 % As of March 31, 2023 , maturities of lease liabilities for operating lease obligations and financing lease obligations having an initial or remaining non-cancellable lease terms in excess of one year were presented in the table below. The minimum lease payments presented below include periods where an option is reasonably certain to be exercised and do not take into consideration any future consumer price index adjustments for these agreements. Operating Financing (in thousands) April 2023 through March 2024 $ 169,352 $ 21,661 April 2024 through March 2025 170,968 21,002 April 2025 through March 2026 171,661 20,997 April 2026 through March 2027 170,326 20,739 April 2027 through March 2028 168,148 20,762 Thereafter 1,639,282 419,655 Gross lease payments $ 2,489,737 $ 524,816 Less: imputed interest ( 1,041,336 ) ( 294,600 ) Total lease liabilities $ 1,448,401 $ 230,216 |
Financial Derivative Instrument
Financial Derivative Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Financial Derivative Instruments [Abstract] | |
Financial Derivative Instruments | 6. Financial Derivative Instruments The Company makes limited use of derivative instruments (futures contracts) to manage certain risks related to diesel fuel prices. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. The Company currently uses derivative instruments that are traded primarily over national exchanges such as the New York Mercantile Exchange (“NYMEX”). For accounting purposes, the Company has designated its derivative contracts as fair value hedges of firm commitments. As of March 31, 2023, the Company had fuel futures contracts in place to hedge approximately 2.2 million gallons of diesel fuel for which the Company had a firm commitment to purchase. As of March 31, 2023 and December 31, 2022, the Company had asset derivatives with fair values of approximately $ 0.03 million and $ 0.5 million , respectively, recorded in other current assets and firm commitments with fair values of approximately $ 0.03 million and $ 0.5 million , respectively, recorded in other current liabilities on the condensed consolidated balance sheets. As of December 31, 2022, there was $ 0.5 million of cash collateral provided to counterparties that was classified as restricted cash on the condensed consolidated balance sheet. There was no cash collateral provided to counterparties as of March 31, 2023 . All cash flows associated with purchasing and selling fuel derivative instruments are classified as other operating activities, net cash flows in the condensed consolidated statements of cash flows. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | 7. Equity The Company’s board of directors (the “Board”) declared and the Company paid a quarterly dividend of $ 0.03 per share of common stock on March 21, 2023 totaling $ 3.6 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 aggregate amount of dividends paid on the common stock through March 31, 2023, the conversion price of the Company’ s Series A convertible preferred stock has been adjusted from $ 12.00 to $ 11.88 per share, as were the threshold share prices in the Deferred Shares agreement (as defined in Note 10). T he Board declared a quarterly dividend of $ 0.03 per share of common stock, to be paid on June 1, 2023 to stockholders of record as of May 19, 2023. In February 2022, the Board authorized a share repurchase program for up to an aggregate of $ 50 million of outstanding shares of common stock. The share repurchase program does not have a stated expiration date. In the three months ended March 31, 2023 , the Company repurchased approximately 89 thousand shares of common stock under the repurchase program for approximately $ 0.7 million, or an average share price of $ 7.97 . |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation The Compensation Committee of the Board has approved the grant of non-qualified stock options, restricted stock units (“RSUs”), and shares to certain employees, non-employees and members of the Board under the ARKO Corp. 2020 Incentive Compensation Plan (the “Plan”). Stock options granted under the Plan expire no later than ten years from the date of grant and the exercise price may not be less than the fair market value of the shares on the date of grant. Vesting periods are assigned to stock options and restricted share units on a grant-by-grant basis at the discretion of the Board. The Company issues new shares of common stock upon exercise of stock options and vesting of RSUs. Additionally, a non-employee director may receive RSUs in lieu of up to 100 % of his or her cash fees, which RSUs will be settled in common stock upon the director’s departure from the Board or an earlier change in control of the Company. Stock Options The following table summarizes share activity related to stock options: Stock Options Weighted Average Exercise Price Weighted Average Fair Value Remaining Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) (in thousands) Options Outstanding, December 31, 2022 897 $ 9.24 9.0 $ 77 Granted 409 8.58 3.27 Options Outstanding, March 31, 2023 1,306 $ 9.03 9.1 $ — The aggregate intrinsic value is the difference between the exercise price and the closing price of the Company’s common stock on March 31, 2023 and December 31, 2022. In the three months ended March 31, 2023 , 352 thousand stock options vested. As of March 31, 2023, total unrecognized compensation cost related to unvested stock options was approximately $ 2.6 million , which is expected to be recognized over a weighted average period of approximately 2.2 years. 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 three months ended March 31, 2023: Expected dividend rate 1.4 % Expected stock price volatility 28.8 % Risk-free interest rate 4.0 % Expected term of options (years) 10.0 The expected stock price volatility is based on the historical volatility of the Company’s stock price plus the Company’s peer group’s stock price for the period prior to the Company’s listing on Nasdaq. The volatilities are estimated for a period of time equal to the expected term of the related option. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is determined by considering the contractual terms, vesting schedule and expectations of future employee behavior. Restricted Stock Units The following table summarizes share activity related to RSUs: Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) Nonvested RSUs, December 31, 2022 3,115 $ 8.90 Granted 1,643 8.49 Released ( 582 ) 9.05 Forfeited ( 13 ) 8.49 Performance-based share adjustment 144 8.13 Nonvested RSUs, March 31, 2023 4,307 $ 8.70 In the three months ended March 31, 2023, 77,147 RSUs were issued to non-employee directors. These awards are included in the table above under restricted stock units. There were 275,317 and 198,170 RSUs issued to non-employee directors outstanding as of March 31, 2023 and December 31, 2022, respectively. The fair value of RSUs released during the three months ended March 31, 2023 was $ 5.0 million. In the three months ended March 31, 2023, the Company granted a target of 1,097,740 performance-based RSUs (“PSUs”). The PSUs were awarded to certain members of senior management and provide for cliff vesting, generally at the end of a three-year period, subject to the achievement of specific key financial metrics measured over such period. The number of PSUs that will ultimately vest is contingent upon the achievement of these key financial metrics at the end of the relevant performance period. The Company assesses the probability of achieving these metrics on a quarterly basis. Given the Company’s strong performance in 2022, in the first quarter of 2023, the Compensation Committee of the Board approved the adjustment of the performance criteria for 2022 such that the percentage of PSUs that vest with respect to the target amount for 2022 would be 125 % instead of 100 % and would be applied to all PSUs granted as part of the 2021 and 2022 long-term incentives. As a result, the number of PSUs was adjusted for the probability of achieving these metrics, resulting in additional expense of $ 0.1 million being recorded in three months ended March 31, 2023, based on the fair value at the adjustment approval date. For PSUs with market conditions, the Company recognizes the fair value expense ratably over the performance and vesting period. As of March 31, 2023, total unrecognized compensation cost related to RSUs and PSUs was approximately $ 27.2 million , which is expected to be recognized over a weighted average period of approximately 2.1 years. Compensation Cost Total compensation cost recorded for employees, non-employees and members of the Board for the three months ended March 31, 2023 and 2022 was $ 4.1 million and $ 2.8 million, respectively, and included in general and administrative expenses on the condensed consolidated statements of operations. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. 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 2023 2022 (in thousands) Net (loss) income available to common stockholders $ ( 3,998 ) $ 821 Change in fair value of Ares Put Option (see Note 10) — ( 1,062 ) Net loss available to common stockholders after assumed $ ( 3,998 ) $ ( 241 ) Weighted average common shares outstanding — Basic 120,253 124,301 Effect of dilutive securities: Restricted share units — 4 Ares Put Option — 1,128 Weighted average common shares outstanding — Diluted 120,253 125,433 Net (loss) income per share available to common stockholders $ ( 0.03 ) $ 0.01 Net loss per share available to common stockholders $ ( 0.03 ) $ ( 0.00 ) 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 March 31, 2023 2022 (in thousands) Stock options 1,306 897 Ares warrants 1,100 1,100 Public and Private warrants 17,333 17,333 Series A redeemable preferred stock 8,418 8,347 RSUs and PSUs 4,582 — Ares Put Option * — * Refer to the description of this instrument in Note 10. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | 10. Fair Value Measurements and Financial Instruments The fair value of cash and cash equivalents, restricted cash, short-term investments, trade receivables, accounts payable and other current liabilities approximated their carrying values as of March 31, 2023 and December 31, 2022 primarily due to the short-term maturity of these instruments. On October 21, 2021, the Company completed a private offering of $ 450 million aggregate principal amount of 5.125 % Senior Notes due 2029 (the “Senior Notes”). Based on market trades of the Senior Notes close to March 31, 2023 and December 31, 2022 (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $ 378.0 million and $ 354.7 million , respectively, compared to a gross carrying value of $ 450 million at March 31, 2023 and December 31, 2022. The fair value of the other long-term debt approximated their carrying values as of March 31, 2023 and December 31, 2022 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of fuel futures contracts was determined using NYMEX quoted values. The contingent consideration from the acquisition of the business of Empire Petroleum Partners, LLC is measured at fair value at the end of each reporting period and amounted to $ 3.1 million and $ 3.7 million as of March 31, 2023 and December 31, 2022, respectively. The fair value methodology for the contingent consideration liability is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. Approximately $ 0.1 million was recorded as a component of interest and other financial expenses in the condensed consolidated statements of operations for the change in the fair value of the contingent consideration for both the three months ended March 31, 2023 and 2022, and approximately $( 0.7 ) million was recorded as a component of other (income) expenses, net in the condensed consolidated statements of operations for the three months ended March 31, 2023. The public warrants to purchase the Company’s common stock (the “Public Warrants”), of which approximately 14.8 million were outstanding as of March 31, 2023, are measured at fair value at the end of each reporting period and amounted to $ 22.1 million and $ 25.9 million as of March 31, 2023 and December 31, 2022, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $( 3.8 ) million and $ 1.9 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 months ended March 31, 2023 and 2022, respectively. The private warrants to purchase the Company’s common stock (the “Private Warrants”), of which approximately 2.5 million were outstanding as of March 31, 2023, are measured at fair value at the end of each reporting period and amounted to $ 3.5 million and $ 4.5 million as of March 31, 2023 and December 31, 2022 , respectively. The fair value methodology for the Private Warrants is categorized as Level 2 because certain inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model with the following material assumptions based on observable and unobservable inputs: March 31, Expected term (in years) 2.7 Expected dividend rate 1.4 % Volatility 38.9 % Risk-free interest rate 3.9 % Strike price $ 11.50 For the change in the fair value of the Private Warrants, approximately $( 1.0 ) 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 three months ended March 31, 2023 and 2022, respectively. The Haymaker Founders (as defined in Note 17 to the annual financial statements) will be entitled to up to 200 thousand shares of common stock to be issued subject to the number of incremental shares of common stock issued to the holders of the Series A redeemable preferred stock not being higher than certain thresholds (the “Deferred Shares”). The Deferred Shares are measured at fair value at the end of each reporting period and amounted to $ 1.4 million as of both March 31, 2023 and December 31, 2022 . 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: March 31, Expected term (in years) 4.2 Volatility 34.2 % Risk-free interest rate 3.7 % Stock price $ 8.49 Approximately $( 0.1 ) million and $ 0.03 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 Deferred Shares for the three months ended March 31, 2023 and 2022, respectively. The Company entered into an agreement with Ares Capital Corporation (“Ares”) and certain of its affiliates (the “Ares Put Option”), which guaranteed Ares a value of approximately $ 27.3 million (including all dividend payments received by Ares) at the end of February 2023 for the shares of common stock that the Company issued in consideration for its acquisition in December 2020 of equity in GPM (the “Ares Shares”). The Company and Ares agreed that in lieu of the Company issuing to Ares additional shares of common stock in accordance with the Ares Put Option or purchasing the Ares Shares, Ares would retain the Ares Shares, and the Company would pay approximately $ 9.8 million in cash to Ares in full satisfaction of the Company’s obligations related to the Ares Put Option. This payment was made on April 14, 2023 and the Ares Put Option agreement was terminated. The Ares Put Option was measured at fair value at the end of each reporting period and amounted to $ 9.8 million and $ 8.6 million as of March 31, 2023 and December 31, 2022, respectively. Approximately $ 1.2 million and $( 1.1 ) million were recorded as a component of interest and other financial expenses (income) in the condensed consolidated statements of operations for the change in the fair value of the Ares Put Option for the three months ended March 31, 2023 and 2022 , respectively. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 11. Segment Reporting The reportable segments were determined based on information reviewed by the chief operating decision maker for operational decision-making purposes and the segment information is prepared on the same basis that the Company’s chief operating decision maker reviews such financial information. The Company’s reportable segments are retail, wholesale, fleet fueling and GPMP. The Company defines segment earnings as operating income. The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At its Company operated convenience stores, the Company owns the merchandise and fuel inventory and employs personnel to manage the store. The wholesale segment supplies fuel to 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 dealers. The fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. The GPMP segment includes GPMP and primarily includes its sale and supply of fuel to GPM and its subsidiaries related to substantially all of its sites that sell fuel 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 charges a fixed fee to sites in the fleet fueling segment and certain Company sites which are not supplied by GPMP (currently 5.0 cents per gallon sold). GPMP also supplies fuel to a small number of dealers and bulk and spot purchasers. The “All Other” segment includes the results of non-reportable segments which do not meet both quantitative and qualitive criteria as defined under ASC 280, Segment Reporting. The Company revised the composition of the “All Other” segment in the third quarter of 2022 in conjunction with the closing of the Quarles Acquisition. The majority of general and administrative expenses, depreciation and amortization, net other expenses, net interest and other financial expenses, income taxes and minor other income items including intercompany operating leases are not allocated to the segments. With the exception of goodwill, assets and liabilities relevant to the reportable segments are not assigned to any particular segment, but rather, managed at the consolidated level. All reportable segment revenues were generated from sites within the U.S. and substantially all of the Company’s assets were within the U.S. Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and substantially all of its sites that sell fuel (both in the retail and wholesale segments) and charges by GPMP to sites that sell fuel in the fleet fueling segment. The effect of these inter-segment transactions was eliminated in the condensed consolidated financial statements. Retail Wholesale Fleet Fueling GPMP All Other Total For the Three Months Ended March 31, 2023 (in thousands) Revenues Fuel revenue $ 843,473 $ 684,848 $ 127,494 $ 741 $ 5,108 $ 1,661,664 Merchandise revenue 400,408 — — — — 400,408 Other revenues, net 18,555 6,491 951 170 257 26,424 Total revenues from external 1,262,436 691,339 128,445 911 5,365 2,088,496 Inter-segment — — — 1,142,622 3,058 1,145,680 Total revenues from reportable 1,262,436 691,339 128,445 1,143,533 8,423 3,234,176 Operating income 41,631 7,550 8,424 22,622 324 80,551 Interest and financial expenses, net ( 5,250 ) — ( 5,250 ) Loss from equity investment ( 36 ) ( 36 ) Net income from reportable segments $ 75,265 Retail Wholesale GPMP All Other Total For the Three Months Ended March 31, 2022 (in thousands) Revenues Fuel revenue $ 854,667 $ 727,697 $ 1,162 $ — $ 1,583,526 Merchandise revenue 366,985 — — — 366,985 Other revenues, net 16,324 5,722 254 — 22,300 Total revenues from external customers 1,237,976 733,419 1,416 — 1,972,811 Inter-segment — — 1,275,721 302 1,276,023 Total revenues from reportable 1,237,976 733,419 1,277,137 302 3,248,834 Operating income 45,679 7,413 20,607 302 74,001 Interest and financial expenses, net ( 2,445 ) — ( 2,445 ) Income tax expense 177 177 Income from equity investment 9 9 Net income from reportable segments $ 71,742 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 2023 2022 (in thousands) Total revenues from reportable segments $ 3,234,176 $ 3,248,834 Elimination of inter-segment revenues ( 1,145,680 ) ( 1,276,023 ) Total revenues $ 2,088,496 $ 1,972,811 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 2023 2022 (in thousands) Net income from reportable segments $ 75,265 $ 71,742 Amounts not allocated to segments: Store operating expenses ( 2,677 ) 584 General and administrative expenses ( 39,644 ) ( 31,079 ) Depreciation and amortization ( 26,557 ) ( 22,794 ) Other expenses, net ( 2,720 ) ( 1,121 ) Interest and other financial expenses, net ( 8,352 ) ( 13,832 ) Income tax benefit (expense) 2,158 ( 1,182 ) Net (loss) income $ ( 2,527 ) $ 2,318 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Environmental Liabilities and Contingencies The Company is subject to certain federal and state environmental laws and regulations associated with sites at which it stores and sells fuel and other fuel products, as well as at owned and leased locations leased or subleased to dealers. As of March 31, 2023 and December 31, 2022, environmental obligations totaled $ 11.8 million and $ 12.1 million , respectively. These amounts were recorded as other current and non-current liabilities in the condensed consolidated balance sheets. Environmental reserves have been established on an undiscounted basis based upon internal and external estimates in regard to each site. It is reasonably possible that these amounts will be adjusted in the future due to changes in estimates of environmental remediation costs, the timing of the payments or changes in federal and/or state environmental regulations. The Company maintains certain environmental insurance policies and participates in various state underground storage tank funds that entitle it to be reimbursed for environmental loss mitigation. Estimated amounts that will be recovered from its insurance policies and various state funds for the exposures totaled $ 5.0 million and $ 4.9 million as of March 31, 2023 and December 31, 2022, respectively, and were recorded as other current and non-current assets in the condensed consolidated balance sheets. Asset Retirement Obligation As part of the fuel operations at its operated convenience stores, at most of the other owned and leased locations leased to dealers, certain other dealer locations and proprietary cardlock locations, there are aboveground and underground storage tanks for which the Company is responsible. The future cost to remove a storage tank is recognized over the estimated remaining useful life of the 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 a storage tank is installed. The estimated liability is based upon historical experience in removing 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 $ 73.0 million and $ 65.3 million at March 31, 2023 and December 31, 2022, respectively. The current portion of the asset retirement obligation is included in other current liabilities in the condensed consolidated balance sheets. Program Agreement In March 2023, GPM, together with an affiliate of Oak Street, entered into a second amendment to the Program Agreement, which, among other things, (i) extended the term of the Program Agreement and the exclusivity period thereunder through September 30, 2023, solely with respect to property that may be acquired from Travel Centers of Americas Inc. (“TA”) pursuant to the Company’s non-binding proposal to acquire TA, and (ii) provides for up to $ 1.25 billion of additional capacity under the Program Agreement to be used solely to acquire property from TA by Oak Street, at a value to be determined based on receiving diligence information from TA (the “TA Amount”). Currently, there are no negotiations between the Company and TA with respect to such proposed acquisition, as TA has rejected the Company’s proposal, and the Company has not entered into a transaction to acquire property from TA. On May 2, 2023, GPM, together with affiliates of Oak Street, entered into a third amendment to the Program Agreement, which, among other things, (i) extended the term of the Program Agreement and the exclusivity period thereunder through September 30, 2024 and (ii) provides for up to $ 1.5 billion of capacity under the Program Agreement from the date of the third amendment through September 30, 2024, not including the TA Amount and the funding for the WTG Acquisition. Legal Matters The Company is a party to various legal actions, as both plaintiff and defendant, in the ordinary course of business. The Company’s management believes, based on estimations with support from legal counsel for these matters, that these legal actions are routine in nature and incidental to the operation of the Company’s business and that it is not reasonably possible that the ultimate resolution of these matters will have a material adverse impact on the Company’s business, financial condition, results of operations and cash flows. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions There have been no material changes to the description of related party transactions as set forth in the annual financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 (“interim financial statements”) as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 are unaudited and have been prepared in accordance with GAAP for interim financial information and Regulation S-X set forth by the Securities and Exchange Commission (the “SEC”) for interim reporting. In the opinion of management, all adjustments (consisting of normal and recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included in the accompanying interim financial statements. However, they do not include all of the information and disclosures required by GAAP for complete financial statements. Therefore, the interim financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “annual financial statements”). The same significant accounting policies, presentation and methods of computation have been followed in these interim financial statements as were applied in the preparation of the annual financial statements. |
Accounting Periods | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all unrestricted highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are maintained at several financial institutions, and in order to have sufficient working capital on hand, the Company maintains concentrations of cash in several financial institutions in amounts that are above the FDIC standard deposit insurance limit of $ 250,000 . |
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 $ 264.3 million and $ 231.8 million for the three months ended March 31, 2023 and 2022, respectively. Refer to Note 11 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Pro Forma Results of Operations | The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred at the beginning of each period presented below nor is it indicative of future results. For the Three Months 2023 2022 (unaudited) (in thousands) Total revenue $ 2,318,561 $ 2,539,340 Net income ( 6,128 ) 677 |
Transit Energy Group [Member] | |
Business Acquisition [Line Items] | |
Summary of Details of Business Combination | The details of the TEG Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 25,702 GPMP Capital One Line of Credit 55,000 Liability resulting from deferred purchase price 45,845 Payable to TEG 500 Consideration provided by Oak Street 258,019 Total consideration $ 385,066 Assets acquired and liabilities: Cash and cash equivalents $ 379 Inventory 20,144 Other assets 930 Property and equipment, net 336,838 Intangible assets 35,000 Right-of-use assets under operating leases 58,141 Environmental receivables 108 Total assets 451,540 Other liabilities ( 1,611 ) Environmental liabilities ( 219 ) Asset retirement obligations ( 7,098 ) Operating leases ( 57,546 ) Total liabilities ( 66,474 ) Total identifiable net assets 385,066 Goodwill $ — Consideration paid in cash $ 80,702 Consideration provided by Oak Street 258,019 Less: cash and cash equivalent balances acquired ( 379 ) Net cash outflow $ 338,342 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt were as follows: March 31, December 31, (in thousands) Senior Notes $ 443,837 $ 443,648 M&T debt 46,550 49,023 Capital One line of credit 311,729 256,430 Insurance premium notes 6,514 2,886 Total debt, net $ 808,630 $ 751,987 Less current portion ( 15,034 ) ( 11,944 ) Total long-term debt, net $ 793,596 $ 740,043 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 2,853 $ 3,047 Interest on lease liabilities 4,162 4,371 Operating lease costs included in store operating expenses 41,584 34,295 Operating lease costs included in general and administrative 534 387 Lease cost related to variable lease payments, short-term 690 644 Right-of-use asset impairment charges and gain on disposals of leases ( 540 ) — Total lease costs $ 49,283 $ 42,744 |
Summary of supplemental balance sheet data related to leases | Supplemental balance sheet date related to leases was as follows: March 31, December 31, (in thousands) Operating leases Weighted average remaining lease term (in years) 14.4 14.1 Weighted average discount rate 7.7 % 7.7 % Financing leases Weighted average remaining lease term (in years) 23.3 23.4 Weighted average discount rate 7.2 % 7.2 % |
Operating & Finance Leases, Liability, Maturity | The minimum lease payments presented below include periods where an option is reasonably certain to be exercised and do not take into consideration any future consumer price index adjustments for these agreements. Operating Financing (in thousands) April 2023 through March 2024 $ 169,352 $ 21,661 April 2024 through March 2025 170,968 21,002 April 2025 through March 2026 171,661 20,997 April 2026 through March 2027 170,326 20,739 April 2027 through March 2028 168,148 20,762 Thereafter 1,639,282 419,655 Gross lease payments $ 2,489,737 $ 524,816 Less: imputed interest ( 1,041,336 ) ( 294,600 ) Total lease liabilities $ 1,448,401 $ 230,216 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options | The following table summarizes share activity related to stock options: Stock Options Weighted Average Exercise Price Weighted Average Fair Value Remaining Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) (in thousands) Options Outstanding, December 31, 2022 897 $ 9.24 9.0 $ 77 Granted 409 8.58 3.27 Options Outstanding, March 31, 2023 1,306 $ 9.03 9.1 $ — |
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 three months ended March 31, 2023: Expected dividend rate 1.4 % Expected stock price volatility 28.8 % Risk-free interest rate 4.0 % Expected term of options (years) 10.0 |
Schedule of Restricted Stock Units Activity | The following table summarizes share activity related to RSUs: Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) Nonvested RSUs, December 31, 2022 3,115 $ 8.90 Granted 1,643 8.49 Released ( 582 ) 9.05 Forfeited ( 13 ) 8.49 Performance-based share adjustment 144 8.13 Nonvested RSUs, March 31, 2023 4,307 $ 8.70 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 (in thousands) Net (loss) income available to common stockholders $ ( 3,998 ) $ 821 Change in fair value of Ares Put Option (see Note 10) — ( 1,062 ) Net loss available to common stockholders after assumed $ ( 3,998 ) $ ( 241 ) Weighted average common shares outstanding — Basic 120,253 124,301 Effect of dilutive securities: Restricted share units — 4 Ares Put Option — 1,128 Weighted average common shares outstanding — Diluted 120,253 125,433 Net (loss) income per share available to common stockholders $ ( 0.03 ) $ 0.01 Net loss per share available to common stockholders $ ( 0.03 ) $ ( 0.00 ) |
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 March 31, 2023 2022 (in thousands) Stock options 1,306 897 Ares warrants 1,100 1,100 Public and Private warrants 17,333 17,333 Series A redeemable preferred stock 8,418 8,347 RSUs and PSUs 4,582 — Ares Put Option * — |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Private Warrants [Member] | |
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: March 31, Expected term (in years) 2.7 Expected dividend rate 1.4 % Volatility 38.9 % Risk-free interest rate 3.9 % Strike price $ 11.50 |
Deferred Shares [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques | 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: March 31, Expected term (in years) 4.2 Volatility 34.2 % Risk-free interest rate 3.7 % Stock price $ 8.49 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and substantially all of its sites that sell fuel (both in the retail and wholesale segments) and charges by GPMP to sites that sell fuel in the fleet fueling segment. The effect of these inter-segment transactions was eliminated in the condensed consolidated financial statements. Retail Wholesale Fleet Fueling GPMP All Other Total For the Three Months Ended March 31, 2023 (in thousands) Revenues Fuel revenue $ 843,473 $ 684,848 $ 127,494 $ 741 $ 5,108 $ 1,661,664 Merchandise revenue 400,408 — — — — 400,408 Other revenues, net 18,555 6,491 951 170 257 26,424 Total revenues from external 1,262,436 691,339 128,445 911 5,365 2,088,496 Inter-segment — — — 1,142,622 3,058 1,145,680 Total revenues from reportable 1,262,436 691,339 128,445 1,143,533 8,423 3,234,176 Operating income 41,631 7,550 8,424 22,622 324 80,551 Interest and financial expenses, net ( 5,250 ) — ( 5,250 ) Loss from equity investment ( 36 ) ( 36 ) Net income from reportable segments $ 75,265 Retail Wholesale GPMP All Other Total For the Three Months Ended March 31, 2022 (in thousands) Revenues Fuel revenue $ 854,667 $ 727,697 $ 1,162 $ — $ 1,583,526 Merchandise revenue 366,985 — — — 366,985 Other revenues, net 16,324 5,722 254 — 22,300 Total revenues from external customers 1,237,976 733,419 1,416 — 1,972,811 Inter-segment — — 1,275,721 302 1,276,023 Total revenues from reportable 1,237,976 733,419 1,277,137 302 3,248,834 Operating income 45,679 7,413 20,607 302 74,001 Interest and financial expenses, net ( 2,445 ) — ( 2,445 ) Income tax expense 177 177 Income from equity investment 9 9 Net income from reportable segments $ 71,742 |
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 2023 2022 (in thousands) Total revenues from reportable segments $ 3,234,176 $ 3,248,834 Elimination of inter-segment revenues ( 1,145,680 ) ( 1,276,023 ) Total revenues $ 2,088,496 $ 1,972,811 |
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 2023 2022 (in thousands) Net income from reportable segments $ 75,265 $ 71,742 Amounts not allocated to segments: Store operating expenses ( 2,677 ) 584 General and administrative expenses ( 39,644 ) ( 31,079 ) Depreciation and amortization ( 26,557 ) ( 22,794 ) Other expenses, net ( 2,720 ) ( 1,121 ) Interest and other financial expenses, net ( 8,352 ) ( 13,832 ) Income tax benefit (expense) 2,158 ( 1,182 ) Net (loss) income $ ( 2,527 ) $ 2,318 |
General - Additional Informatio
General - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 Sites States $ / shares | Dec. 31, 2022 $ / shares | |
General [Abstract] | ||
Number of self operated sites | 1,531 | |
Number of Sites Operated By External Operators (dealers) | 1,852 | |
Number of cardlock sites | 183 | |
Number of states | States | 30 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
FDIC amount | $ 250,000 | |
Contract cost, amortization period | 1 year | |
Fuel revenue and fuel costs included fuel taxes | $ 264,300 | $ 231,800 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 01, 2023 USD ($) Sites | Dec. 06, 2022 USD ($) Sites Store | Mar. 31, 2023 USD ($) Dealer Store | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of sites leased | Sites | 104 | ||||
Goodwill | $ 217,297 | $ 217,297 | |||
Business combination consideration transferred | $ 80,702 | ||||
Business Combination Number Of Convenience Stores Acquired | Store | 24 | ||||
Oak Street [Member] | |||||
Business Acquisition [Line Items] | |||||
Right-of-use assets under operating leases | 131,300 | ||||
Financial Liability | $ 51,600 | ||||
Transit Energy Group [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition agreement | Mar. 01, 2023 | ||||
Consideration provided by Oak Street | $ 258,019 | ||||
Goodwill | 0 | ||||
Right-of-use assets under operating leases | 58,141 | ||||
Acquisition related cost recognized as other (income) expenses | $ 2,200 | ||||
Consideration paid in cash | 385,066 | $ 0 | |||
Revenue through closing date of acquisition till period end date | 76,900 | ||||
Number of convenience stores | Store | 135 | ||||
Number of dealer locations to be acquired | Dealer | 192 | ||||
Business combination purchase price | 370,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 20,144 | ||||
Deferred consideration | 50,000 | ||||
Deferred consideration annual installment amount | 25,000 | ||||
Business Combination Non Deferred Consideration | 81,000 | ||||
Business combination liabilities incurred | 55,000 | ||||
Business combination consideration transferred | 25,702 | ||||
Transit Energy Group [Member] | Wholesale Fuel Supply Contracts | |||||
Business Acquisition [Line Items] | |||||
Useful life of the contracts | 5 years | ||||
Transit Energy Group [Member] | Brand Name [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life of the contracts | 5 years | ||||
WTG Fuels, LLC [MEMBER] | |||||
Business Acquisition [Line Items] | |||||
Business combination purchase price | $ 25,400 | ||||
Business Combination Number Of fleet fueling CardlockSitesAcquired | Sites | 66 | ||||
Business Combination Number Of Private Cardlocksites Acquired | Sites | 43 | ||||
Business Combination, Price of Acquisition, Expected | $ 140,400 | ||||
Capital One Line of credit [Member] | Transit Energy Group [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination liabilities incurred | $ 55,000 |
Acquisitions - Summary of Detai
Acquisitions - Summary of Details of Business Combination (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Cash | $ 80,702 | |||
Goodwill | $ 217,297 | $ 217,297 | ||
Business combination consideration transferred | 80,702 | |||
Net cash outflow | $ 338,342 | $ 6,746 | ||
Transit Energy Group [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 25,702 | |||
GPMP Capital One Line of Credit | 55,000 | |||
Liability resulting from deferred purchase price | 45,845 | |||
Payable to TEG | 500 | |||
Consideration provided by Oak Street | 258,019 | |||
Total consideration | 385,066 | $ 0 | ||
Cash and cash equivalents | 379 | |||
Inventory | 20,144 | |||
Other assets | 930 | |||
Property and equipment, net | 336,838 | |||
Intangible assets | 35,000 | |||
Right-of-use assets under operating leases | 58,141 | |||
Environmental receivables | 108 | |||
Total assets | 451,540 | |||
Other liabilities | (1,611) | |||
Environmental liabilities | (219) | |||
Asset retirement obligations | (7,098) | |||
Operating leases | (57,546) | |||
Total liabilities | (66,474) | |||
Total identifiable net assets | 385,066 | |||
Goodwill | 0 | |||
Business combination consideration transferred | 25,702 | |||
Net cash outflow | $ 338,342 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Combinations [Abstract] | ||
Total revenue | $ 2,318,561 | $ 2,539,340 |
Net income (loss) | $ (6,128) | $ 677 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Capital One line of credit | $ 311,729 | $ 256,430 |
Insurance premium notes | 6,514 | 2,886 |
Total debt, net | 808,630 | 751,987 |
Less current portion | (15,034) | (11,944) |
Total long-term debt, net | 793,596 | 740,043 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | 443,837 | 443,648 |
M&T Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | $ 46,550 | $ 49,023 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | May 05, 2023 | May 01, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||||
Capital One line of credit | $ 311,729 | $ 256,430 | ||
Revolving Credit Facility [Member] | Gpmp | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||
Revolving Credit Facility [Member] | Gpmp | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Capital One line of credit | $ 800,000 | |||
Revolving Credit Facility [Member] | Gpmp | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Capital One line of credit | $ 500,000 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 Dealer Store Cardlock | |
Lessee, Lease, Description [Line Items] | |
Leases description | the Company leased 1,265 of the convenience stores that it operates, 208 dealer locations, 113 cardlock locations and certain office and storage spaces, including land and buildings in certain cases |
Number of leased convenience stores | Store | 1,265 |
Number of leased dealer locations | Dealer | 208 |
Number of leased cardlock locations | Cardlock | 113 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finance lease cost: | ||
Depreciation of right-of-use assets | $ 2,853 | $ 3,047 |
Interest on lease liabilities | 4,162 | 4,371 |
Operating lease costs included in store operating expenses | 41,584 | 34,295 |
Operating lease costs included in general and administrative expenses | 534 | 387 |
Lease cost related to variable lease payments, short-term leases and leases of low value assets | 690 | 644 |
Right-of-use asset impairment charges | (540) | 0 |
Total lease costs | $ 49,283 | $ 42,744 |
Leases -Summary of Supplemental
Leases -Summary of Supplemental Balance Sheet Data Information (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Weighted average remaining lease term (in years) | 14 years 4 months 24 days | 14 years 1 month 6 days |
Weighted average discount rate | 7.70% | 7.70% |
Financing Leases | ||
Weighted average remaining lease term (in years) | 23 years 3 months 18 days | 23 years 4 months 24 days |
Weighted average discount rate | 7.20% | 7.20% |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Liability Maturity (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating | |
April 2023 through March 2024 | $ 169,352 |
April 2024 through March 2025 | 170,968 |
April 2025 through March 2026 | 171,661 |
April 2026 through March 2027 | 170,326 |
April 2027 through March 2028 | 168,148 |
Thereafter | 1,639,282 |
Gross lease payments | 2,489,737 |
Less: imputed interest | (1,041,336) |
Total lease liabilities | 1,448,401 |
Financing | |
April 2023 through March 2024 | 21,661 |
April 2024 through March 2025 | 21,002 |
April 2025 through March 2026 | 20,997 |
April 2026 through March 2027 | 20,739 |
April 2027 through March 2028 | 20,762 |
Thereafter | 419,655 |
Gross lease payments | 524,816 |
Less: imputed interest | (294,600) |
Total lease liabilities | $ 230,216 |
Financial Derivative Instrume_2
Financial Derivative Instruments (Additional Information) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Financial Derivative Instruments [Abstract] | ||
Fuel gallons hedged | $ 2,200,000 | |
Assets derivative fair value | 30,000 | $ 500,000 |
Firm commitment fair value | 30,000 | 500,000 |
Cash collateral provided to counter parties | $ 0 | $ 500,000 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | |||
Jul. 20, 2022 | Feb. 21, 2022 | Mar. 31, 2023 | Feb. 28, 2022 | |
Class of Stock [Line Items] | ||||
Dividend payable nature | quarterly | quarterly | ||
Declared dividend per share | $ 0.03 | $ 0.03 | ||
Dividend | $ 3,600,000 | |||
Authorized amount of share repurchase program | $ 50,000,000 | |||
Treasury stock shares, acquired | 89 | |||
Treasury stock value acquired cost method | $ 700,000 | |||
Average price per share | $ 7.97 | |||
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 | $ 11.88 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Maximum Defer Cash Fee Invested In Restricted Stock Units Percentage | 100% | ||
Stock options vested | 352,000 | ||
Share-based compensation | $ 4,069,000 | $ 2,774,000 | |
Unrecognized compensation cost | $ 2,600,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | ||
RSU released | $ 5,000,000 | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, Shares | 4,307,000 | 3,115,000 | |
Weighted average grant date fair value | $ 8.49 | ||
Granted | 1,643,000 | ||
Unrecognized compensation cost | $ 27,200,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days | ||
Restricted Stock Units (RSUs) | Non-employee Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, Shares | 275,317 | 198,170 | |
Granted | 77,147 | ||
Performance based Restricted Stock Units (PSU's) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 1,097,740 | ||
Terms of Agreement | 3 years | ||
Unrecognized compensation cost | $ 27,200,000 | ||
Percentage of units granted out of the target amount | 125% | 100% | |
Additional expense | $ 100 | ||
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 | $ 4,100,000 | $ 2,800,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, December 31, 2022 | 897 | |
Granted | 409 | |
Options Outstanding, March 31, 2023 | 1,306 | 897 |
Weighted Average Exercise Price, December 31, 2022 | $ 9.24 | |
Weighted Average Exercise Price, Granted | 8.58 | |
Weighted Average Exercise Price, March 31, 2023 | 9.03 | $ 9.24 |
Weighted Average Fair Value, Granted | $ 3.27 | |
Options Outstanding, Remaining Average Contractual Term | 9 years 1 month 6 days | 9 years |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 77 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of the Assumptions Utilized in the Valuation of the Stock Option Awards (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected dividend rate | 1.40% |
Expected stock price volatility | 28.80% |
Risk-free interest rate | 4% |
Expected term of options (years) | 10 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested RSUs, December 31, 2022 | shares | 3,115 |
Granted | shares | 1,643 |
Released | shares | (582) |
Forfeited | shares | (13) |
Performance-based share adjustment | shares | 144 |
Nonvested RSUs, March 31, 2023 | shares | 4,307 |
Weighted Average Grant Date Fair Value, December 31, 2022 | $ / shares | $ 8.90 |
Weighted Average, Granted | $ / shares | 8.49 |
Weighted Average, Released | $ / shares | 9.05 |
Weighted Average, Forfeited | $ / shares | 8.49 |
Weighted Average, Performance-based share adjustment | $ / shares | 8.13 |
Weighted Average Grant Date Fair Value, March 31, 2023 | $ / shares | $ 8.70 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net (loss) income available to common stockholders | $ (3,998) | $ 821 |
Change in fair value of Ares Put Option (see Note 10) | 0 | (1,062) |
Net income (loss) available to common stockholders after assumed conversions | $ (3,998) | $ (241) |
Weighted average common shares outstanding — Basic | 120,253 | 124,301 |
Effect of dilutive securities: | ||
Restricted share units | $ 0 | $ 4 |
Ares Put Option | $ 0 | $ 1,128 |
Weighted average common shares outstanding — Diluted | 120,253 | 125,433 |
Net (loss) income per share available to common stockholders - Basic | $ (0.03) | $ 0.01 |
Net loss per share attributable to common shareholders - diluted | $ (0.03) | $ 0 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Securities with Antidilutive Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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) | 1,306 | 897 |
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 | 1,100 |
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 |
Series A redeemable preferred stock [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) | 8,418 | 8,347 |
RSUs and PSUs [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) | 4,582 | 0 |
Ares Put Option [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) | 0 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 21, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | |||||
Change in fair value of Contingent Consideration | $ (700) | ||||
Fair value adjustment of Deferred shares | (100) | $ 30 | |||
Change in fair value of Ares Put Option | 0 | (1,062) | |||
Fair value adjustment of contingent consideration | 100 | 100 | |||
Senior Notes [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Senior Notes, Noncurrent | $ 450,000 | ||||
Debt instrument, interest rate, stated percentage | 5.125% | ||||
Fair value of bonds | 378,000 | $ 354,700 | |||
Long-Term Debt, Gross | 450,000 | 450,000 | |||
Level 3 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Contingent payments related to acquisitions | $ 3,100 | 3,700 | |||
Public Warrants [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Warrants to purchase common stock | 14,800 | ||||
Public warrants liability fair value adjustment | $ (3,800) | 1,900 | |||
Public Warrants [Member] | Level 1 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Fair value of warrants | 22,100 | 25,900 | |||
Private Warrants [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Private warrants liability fair value adjustment | $ (1,000) | 300 | |||
Warrants to purchase common stock | 2,500 | ||||
Private Warrants [Member] | Level 2 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Fair value of warrants | $ 3,500 | 4,500 | |||
Deferred Shares [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Warrants to purchase common stock | 200 | ||||
Fair Value of Deferred Shares classified as liabilities, value | $ 1,400 | 1,400 | |||
Ares Put Option [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Put Option Contract Fair Value | $ 27,300 | ||||
Fair value of put option | 9,800 | $ 8,600 | |||
Change in fair value of Ares Put Option | $ 1,200 | $ (1,100) |
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 |
Mar. 31, 2023 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 | 1.4 |
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 | 2.7 |
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 | 38.9 |
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 | 3.9 |
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 | 4.2 |
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 | 34.2 |
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 | 3.7 |
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 | $ 8.49 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 $ / gal | |
Segment Reporting [Abstract] | |
Fixed margin | 5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ (2,088,496) | $ (1,972,811) |
Operating Income | 80,551 | 74,001 |
Interest and financial expenses, net | (5,250) | (2,445) |
Income tax (expense) benefit | 177 | |
Income loss from equity investment | (36) | 9 |
Net income from reportable segments | 75,265 | 71,742 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 2,088,496 | 1,972,811 |
Net income from reportable segments | 75,265 | 71,742 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,145,680 | 1,276,023 |
Reportable Legal Entities | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 3,234,176 | 3,248,834 |
Retail | ||
Segment Reporting Information [Line Items] | ||
Operating Income | 41,631 | 45,679 |
Retail | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,262,436 | 1,237,976 |
Retail | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | 0 |
Retail | Reportable Legal Entities | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,262,436 | 1,237,976 |
Wholesale | ||
Segment Reporting Information [Line Items] | ||
Operating Income | 7,550 | 7,413 |
Wholesale | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 691,339 | 733,419 |
Wholesale | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | 0 |
Wholesale | Reportable Legal Entities | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 691,339 | 733,419 |
Fleet Fueling | ||
Segment Reporting Information [Line Items] | ||
Operating Income | 8,424 | |
Fleet Fueling | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 128,445 | |
Fleet Fueling | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | |
Fleet Fueling | Reportable Legal Entities | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 128,445 | |
Gpmp | ||
Segment Reporting Information [Line Items] | ||
Operating Income | 22,622 | 20,607 |
Interest and financial expenses, net | (5,250) | (2,445) |
Gpmp | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 911 | 1,416 |
Gpmp | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,142,622 | 1,275,721 |
Gpmp | Reportable Legal Entities | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,143,533 | 1,277,137 |
Other Segments | ||
Segment Reporting Information [Line Items] | ||
Operating Income | 324 | 302 |
Interest and financial expenses, net | 0 | 0 |
Income tax (expense) benefit | 177 | |
Income loss from equity investment | (36) | 9 |
Other Segments | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 5,365 | 0 |
Other Segments | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 3,058 | 302 |
Other Segments | Reportable Legal Entities | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 8,423 | 302 |
Fuel Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,661,664 | 1,583,526 |
Fuel Revenue [Member] | Retail | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 843,473 | 854,667 |
Fuel Revenue [Member] | Wholesale | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 684,848 | 727,697 |
Fuel Revenue [Member] | Fleet Fueling | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 127,494 | |
Fuel Revenue [Member] | Gpmp | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 741 | 1,162 |
Fuel Revenue [Member] | Other Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 5,108 | 0 |
Merchandise Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 400,408 | 366,985 |
Merchandise Revenue [Member] | Retail | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 400,408 | 366,985 |
Merchandise Revenue [Member] | Wholesale | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | 0 |
Merchandise Revenue [Member] | Fleet Fueling | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | |
Merchandise Revenue [Member] | Gpmp | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | 0 |
Merchandise Revenue [Member] | Other Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | 0 |
Other Revenues, Net | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 26,424 | 22,300 |
Other Revenues, Net | Retail | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 18,555 | 16,324 |
Other Revenues, Net | Wholesale | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 6,491 | 5,722 |
Other Revenues, Net | Fleet Fueling | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 951 | |
Other Revenues, Net | Gpmp | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 170 | 254 |
Other Revenues, Net | Other Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 257 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Information [Line Items] | ||
Total revenues | $ 2,088,496 | $ 1,972,811 |
Reportable Legal Entities | ||
Segment Information [Line Items] | ||
Total revenues | (3,234,176) | (3,248,834) |
Intersegment Eliminations | ||
Segment Information [Line Items] | ||
Total revenues | $ (1,145,680) | $ (1,276,023) |
Segment Reporting - Reconcili_2
Segment Reporting - Reconciliation of net income from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Information [Line Items] | ||
Net income from reportable segments | $ 75,265 | $ 71,742 |
Store operating expenses | 192,683 | 166,538 |
General and administrative expenses | 40,416 | 31,785 |
Depreciation and amortization | 28,399 | 24,636 |
Other (expenses) income, net | (2,720) | (1,121) |
Income tax expense | (2,158) | 1,005 |
Net (loss) income | (2,580) | 2,239 |
Operating Segments | ||
Segment Information [Line Items] | ||
Net income from reportable segments | 75,265 | 71,742 |
Amounts not allocated to segments [Member] | ||
Segment Information [Line Items] | ||
Store operating expenses | (2,677) | 584 |
General and administrative expenses | (39,644) | (31,079) |
Depreciation and amortization | (26,557) | (22,794) |
Other (expenses) income, net | (2,720) | (1,121) |
Interest and other financial expenses, net | (8,352) | (13,832) |
Income tax expense | 2,158 | (1,182) |
Net (loss) income | $ (2,527) | $ 2,318 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 02, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Environmental obligations | $ 11.8 | $ 12.1 | |
Estimated amount recoverable | 5 | 4.9 | |
Asset retirement obligation | 73 | $ 65.3 | |
Oak Street [Member] | |||
Loss Contingencies [Line Items] | |||
Real Estate Funding | $ 1,250 | ||
Oak Street [Member] | Subsequent Event [Member] | |||
Loss Contingencies [Line Items] | |||
Real Estate Funding | $ 1,500 |